THE
BREACHING PARTY RECEIVES A WRITTEN BREACH NOTICE FROM THE NON-BREACHING PARTY
DESCRIBING THE BREACH; PROVIDED, HOWEVER, THAT THE FOREGOING CURE RIGHT SHALL
NOT APPLY FOR A BREACH OF SECTIONS II, IV AND VII, WHEREUPON THE NON-BREACHING
PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO THE
BREACHING PARTY WITHOUT GRANTING THE BREACHING PARTY THE RIGHT TO CURE SUCH
BREACH.
10.3
TERMINATION FOR BANKRUPTCY.
EACH PARTY SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE IF
THE OTHER PARTY FILES A PETITION, ACTION OR OTHER PROCEEDING SEEKING RELIEF OR
PROTECTION UNDER ANY BANKRUPTCY LAWS, WHETHER VOLUNTARY OR INVOLUNTARY; OR THE
OTHER PARTY BECOMES INSOLVENT, OR IS UNABLE TO PAY ITS DEBTS AS DUE OR CEASES TO
CONDUCT BUSINESS IN THE NORMAL COURSE (HOWEVER, IF SUCH PETITION, ACTION OR
PROCEEDING IS INVOLUNTARY, THEN ONLY IF SUCH PETITION, ACTION OR PROCEEDING IS
NOT DISMISSED WITHIN SIXTY (60) DAYS OF FILING);
10.4
POST-TERMINATION OBLIGATIONS.
UPON TERMINATION
OR EXPIRATION OF THIS AGREEMENT:
(A) NOTHING HEREIN WILL BE CONSTRUED TO RELEASE EITHER PARTY OF ANY OBLIGATION
OR LIABILITY MATURING PRIOR TO THE EFFECTIVE DATE OF THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT;
(B) ANY OUTSTANDING PAYMENTS AND THE PROVISIONS OF SECTIONS I, V, VI, VII, VIII,
IX, XI, XII AND SECTIONS 3.4, 3.5, 3.6, 3.7, 4.1, 4.2 AND 10.4 SHALL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT BY THEIR TERMS FOR ANY REASON.
(C) EACH PARTY SHALL CEASE TO USE OR EXPLOIT IN ANY MANNER THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY OR ANY ELEMENTS THEREOF IN ACCORDANCE WITH
SECTION VII AND SHALL RETURN TO THE OTHER PARTY ALL CONFIDENTIAL INFORMATION
(INCLUDING
ALL COPIES AND DERIVATIVES, IN ANY FORM, THEREOF) DISCLOSED BY THE OTHER PARTY,
AND LICENSEE SHALL CEASE TO USE THE CONFIDENTIAL INFORMATION OF LICENSOR,
PROVIDED THAT LICENSEE SHALL NOT BE PROHIBITED FROM USING SUCH CONFIDENTIAL
INFORMATION IN PROVIDING SUPPORT SERVICES FOR THE LICENSED PRODUCTS AND SELLING
ALL LICENSED PRODUCTS AND PARTS THEREFOR THAT IT HAS ON HAND AT THE DATE OF
TERMINATION; AND
(D) EXCEPT AS SET FORTH IN SECTION 3.4, LICENSEE SHALL IMMEDIATELY CEASE THE
MANUFACTURE OF LICENSED PRODUCTS.
XI.
LIMITATION OF LIABILITY
11.1
TO THE MAXIMUM ALLOWED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS, INABILITY TO USE, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS) ARISING OUT OF THE LICENSED TECHNOLOGY, THE
LICENSED PRODUCTS, OR OTHERWISE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT
LIABILITY, OR OTHERWISE, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
11.2
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE
LAW, IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY TO LICENSOR, OR ANY THIRD
PARTY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER
IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID BY
LICENSEE TO LICENSOR HEREUNDER PRIOR TO THE DATE OF THE EVENT GIVING RISE