THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES
OMISSIONS.
8
11.
MARKINGS, TRADEMARKS AND TRADE NAMES
11.1
LICENSEE SHALL HAVE INCLUDED IN ALL SALES, MARKETING LITERATURE AND
INVOICES RELATING TO LICENSED PRODUCT, A STATEMENT TO THE EFFECT THAT "THIS
PRODUCT OR PORTIONS THEREOF IS MANUFACTURED UNDER LICENSE FROM CASE WESTERN
RESERVE UNIVERSITY" AND, IF APPLICABLE, EITHER "PATENT PENDING" OR, IF
APPLICABLE, "U.S. PATENT NUMBER
."
11.2
LICENSEE SHALL HAVE MARKED THE APPROPRIATE PORTIONS OF ALL LICENSED
PRODUCT WITH ANY APPLICABLE UNITED STATES OF AMERICA AND FOREIGN PATENT NUMBERS
IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE COUNTRIES IN WHICH THE MATERIALS
ARE INTENDED TO BE USED.
LICENSEE SHALL NEITHER REGISTER NOR USE ANY CASE
TRADEMARKS OR TRADE NAMES.
11.3
LICENSEE AND CASE EACH ACKNOWLEDGE THAT THEY DO NOT HAVE ANY RIGHTS
OR ANY TITLE WHATSOEVER IN OR TO THE OTHER'S TECHNOLOGY, TRADE NAMES OR
TRADEMARKS, EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT AND EXCEPT AS
EXPRESSLY AUTHORIZED IN WRITING AFTER THE EFFECTIVE DATE OF THIS AGREEMENT AND
EXCEPT AS REQUIRED BY LAW.
ANY REFERENCE BY LICENSEE TO CASE BEYOND THE ABOVE
MAY ONLY BE DONE WITH EXPRESS WRITTEN PERMISSION OF CASE'S ASSOCIATE VICE
PRESIDENT FOR TECHNOLOGY TRANSFER.
12.
TERMINATION
12.1
IN THE EVENT THAT LICENSEE DEFAULTS IN THE PAYMENT IN FULL OF ANY
AMOUNT REQUIRED TO BE PAID UNDER THIS AGREEMENT ON THE DATE SUCH PAYMENT IS DUE,
IN ADDITION TO USING ANY OTHER LEGAL AND/OR EQUITABLE REMEDIES, CASE SHALL HAVE
THE RIGHT, FOLLOWING THE APPLICABLE CURE PERIOD DESCRIBED IN 12.2 BELOW, AND BY
WRITTEN NOTICE TO LICENSEE AFTER SUCH DEFAULT EITHER (I) TO TERMINATE THE
EXCLUSIVITY, IF ANY, OF THE LICENSE HEREUNDER (BY AMENDING THE WORD "EXCLUSIVE"
IN THE LICENSE GRANT TO READ "NON-EXCLUSIVE") WITHOUT ANY REDUCTION IN ANY OF
THE PAYMENTS DUE FROM LICENSEE OR (II) TO TERMINATE THIS AGREEMENT.
12.2
IN THE EVENT THAT EITHER PARTY TO THIS AGREEMENT DEFAULTS IN THE
PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER AND FAILS TO CURE SUCH DEFAULT
WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT FROM SUCH OTHER
PARTY, THE OTHER PARTY SHALL HAVE THE RIGHT BY WRITTEN NOTICE TO THE DEFAULTING
PARTY WITHIN SIXTY (60) DAYS AFTER THE EXPIRATION OF SUCH THIRTY (30) DAY PERIOD
TO TERMINATE THIS AGREEMENT.
12.3
THE TERMINATION OF THIS AGREEMENT, UNDER ANY SECTION OF THE
AGREEMENT, SHALL NOT TERMINATE (I) THE OBLIGATION OF LICENSEE TO PAY ANY
AMOUNTS, WHICH HAVE ACCRUED OR WHICH ARE OTHERWISE TO BE PAID BY LICENSEE UNDER
THE TERMS OF THIS AGREEMENT, OR (II) THE OBLIGATIONS OF EITHER PARTY ARISING
PRIOR TO THE DATE OF TERMINATION UNDER THE SECTIONS ENTITLED "REPORTS AND
AUDITS," "PATENTS AND OTHER INTELLECTUAL PROPERTY," "TERMINATION," "TAXES,"
"CONFIDENTIALITY AND TRADE SECRETS," "INDEMNIFICATION," "INSURANCE," "DISPUTE
RESOLUTION," AND "INFRINGEMENT" HEREUNDER.
12.4
UPON TERMINATION OF THIS AGREEMENT, LICENSEE WILL IMMEDIATELY
DISCONTINUE ANY FURTHER USE OF LICENSED TECHNOLOGY AND DISCONTINUE PRODUCTION OF
ANY LICENSED PRODUCTS.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY