OR ELSE STAND LIABLE FOR
CONTEMPT OR SUFFER OTHER CENSURE OR PENALTY, AND WILL EXERCISE ITS REASONABLE
BEST EFFORTS TO OBTAIN RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT REQUIRED
HEREBY WILL BE ACCORDED TO SUCH CONFIDENTIAL INFORMATION; AND THE DISCLOSING
PARTY WILL NOT BE LIABLE FOR SUCH DISCLOSURE UNLESS SUCH DISCLOSURE WAS CAUSED
BY OR RESULTED FROM A PREVIOUS DISCLOSURE BY THE DISCLOSING PARTY NOT PERMITTED
BY THIS AGREEMENT
7.7.
TERMINATION.
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT,
THE RECIPIENT PARTY SHALL RETURN ALL CONFIDENTIAL INFORMATION OF THE DISCLOSING
PARTY AND COPIES, EXTRACTS, REFERENCES, SUMMARIES THEREOF (IN WHATEVER FORM) TO
THE DISCLOSING PARTY; PROVIDED, HOWEVER, THAT THE RECIPIENT PARTY MAY RETAIN ONE
COPY OF SUCH CONFIDENTIAL INFORMATION IN A SECURE LOCATION FOR THE PURPOSES OF
VERIFYING ITS COMPLIANCE UNDER THIS SECTION 7.
8.
TERM AND TERMINATION
8.1.
TERM.
UNLESS THIS AGREEMENT IS EARLIER TERMINATED AS SET FORTH IN
SECTION 8, CEPHEID WILL HAVE THE RIGHT TO DISTRIBUTE EACH OF THE IDI
MANUFACTURED PRODUCTS FOR A PERIOD OF [***] ([***]) YEARS FOLLOWING THE LAUNCH
DATE FOR EACH TARGET ASSAY (EACH, AN "INITIAL TERM").
FOLLOWING AN INITIAL
TERM, CEPHEID'S DISTRIBUTION RIGHTS WITH RESPECT TO A PARTICULAR TARGET ASSAY
WILL AUTOMATICALLY RENEW FOR ADDITIONAL [***]
([***]) YEAR TERMS (EACH A
"RENEWAL TERM") UNLESS A PARTY PROVIDES THE OTHER PARTY WITH WRITTEN NOTICE
SIXTY (60) DAYS PRIOR TO A RENEWAL TERM THAT IT DOES NOT WISH TO RENEW CEPHEID'S
DISTRIBUTION RIGHTS WITH RESPECT TO A TARGET ASSAY.
THIS AGREEMENT WILL
AUTOMATICALLY TERMINATE WHEN ALL INITIAL TERMS OR RENEWAL TERMS FOR ALL TARGET
ASSAYS EXPIRE OR TERMINATE.
8.2.
TERMINATION.
8.2.1.
TERMINATION IN EVENT OF BANKRUPTCY OR INSOLVENCY.
THIS AGREEMENT
MAY BE TERMINATED BY EITHER PARTY, IN THE EVENT THE OTHER PARTY FILES IN ANY
COURT OR AGENCY UNDER ANY STATUTE OR REGULATION OF ANY STATE OR COUNTRY, A
PETITION IN BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION OR FOR THE
APPOINTMENT OF A RECEIVER OR TRUSTEE OF THE OTHER PARTY OR OF ITS ASSETS, OR IF
THE OTHER PARTY PROPOSES A WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION OF ITS
DEBTS, OR IF THE OTHER PARTY WILL BE SERVED WITH AN INVOLUNTARY PETITION AGAINST
IT, FILED IN ANY INSOLVENCY PROCEEDING, AND THE PETITION IS NOT STAYED OR
DISMISSED WITHIN 60 DAYS AFTER THE FILING THEREOF, OR IF THE OTHER PARTY WILL
PROPOSE OR BE A PARTY TO ANY DISSOLUTION OR LIQUIDATION, OR IF THE OTHER PARTY
WILL DISCONTINUE ITS BUSINESS ACTIVITIES COMPLETELY OR WITH RESPECT TO ITS
BUSINESS ACTIVITIES WHICH ARE THE SUBJECT MATTER OF THIS AGREEMENT, OR IF THE
OTHER PARTY WILL MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR
8.2.2.
TERMINATION FOR MATERIAL BREACH.
THIS AGREEMENT MAY BE TERMINATED BY
EITHER PARTY UPON ANY MATERIAL BREACH OF THIS AGREEMENT BY THE OTHER PARTY;
EXCEPT THAT THE PARTY ALLEGING SUCH BREACH MUST FIRST GIVE THE OTHER PARTY
WRITTEN NOTICE THEREOF, WHICH NOTICE MUST
The symbol [***] is used to indicate that a portion of the exhibit has been
omitted and filed separately with the commission.
Confidential treatment