ANY
OTHER PERCEIVED BENEFIT TO IMPROPERLY OBTAIN OR RETAIN A BUSINESS ADVANTAGE IN
VIOLATION OF ANY ANTI-CORRUPTION LAWS AND FURTHER, EACH PARTY HEREUNDER AGREES
THAT IT SHALL NOT TAKE ANY ACTION THAT WOULD CAUSE THE OTHER PARTIES TO BE IN
VIOLATION OF SUCH ANTI-CORRUPTION LAWS IN THE PERFORMANCE OF THE RESEARCH PLAN.
13.7.
THE PARTIES REPRESENT AND WARRANT THAT THEY HAVE THE RIGHT AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS AND GRANT THE
RIGHTS GRANTED HEREUNDER AND THAT NO PRE-EXISTING OR FUTURE OBLIGATION, THROUGH
CONTRACT OR OTHERWISE, WILL SUBSTANTIALLY INTERFERE WITH OR PREVENT THEM FROM
PERFORMING ITS OBLIGATIONS OR SUBSTANTIALLY INTERFERE WITH OR PREVENT THEM FROM
EXERCISING ITS RIGHTS HEREUNDER.
11
13.8.
EACH PARTY SHALL NOT ASSIGN OR TRANSFER ANY RIGHTS, OBLIGATIONS OR
DUTIES UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
13.9.
THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN
THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS REPRESENTATIONS,
AGREEMENTS AND PROMISES, WRITTEN OR ORAL, BETWEEN THE PARTIES REGARDING THE
SUBJECT MATTER OF THIS AGREEMENT. NO MODIFICATION, AMENDMENT, OR WAIVER MAY BE
ACCOMPLISHED TO THE TERMS OF THE AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH
PARTIES.
13.10.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPART COPIES
(INCLUDING BY FACSIMILE, PDF, OR OTHER ELECTRONIC DELIVERY), WHICH WHEN JOINED,
SHALL TOGETHER CONSTITUTE ONE AGREEMENT.
13.11.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT SHALL BE FOUND
INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED.
13.12.
IT IS UNDERSTOOD THAT THIS AGREEMENT IN NO WAY ALTERS ANY RIGHTS THAT
THE U.S. GOVERNMENT MIGHT HAVE.
13.13.
THE HEADINGS PRECEDING THE TEXT OF EACH SECTION OF THIS AGREEMENT ARE
FOR CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED TO DEFINE, MODIFY, EXPAND,
LIMIT, OR AFFECT THE CONSTRUCTION OF OR TO BE TAKEN INTO ACCOUNT IN INTERPRETING
THE SUBSTANCE OF THIS AGREEMENT.
13.14.
THE FAILURE OF ANY PARTY HERETO TO ENFORCE AT ANY TIME, OR FOR ANY
PERIOD OF TIME, ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A
WAIVER OF EITHER SUCH PROVISION OR OF THE RIGHT OF SUCH PARTY THEREAFTER TO
ENFORCE EACH AND EVERY PROVISION OF THIS AGREEMENT.
13.15.
COMPANY SHALL COMPLY WITH ALL APPLICABLE UNITED STATES LAW AND
REGULATIONS CONTROLLING THE EXPORT OF CERTAIN COMMODITIES AND TECHNICAL DATA,
INCLUDING WITHOUT LIMITATION ALL EXPORT ADMINISTRATION REGULATIONS OF THE UNITED
STATES DEPARTMENT OF COMMERCE.
AMONG OTHER THINGS, THESE LAWS AND REGULATIONS
PROHIBIT OR REQUIRE A LICENSE FOR THE EXPORT OF CERTAIN TYPES OF COMMODITIES AND
TECHNICAL DATA TO SPECIFIED COUNTRIES.
COMPANY HEREBY GIVES WRITTEN ASSURANCE
THAT IT WILL COMPLY WITH ALL APPLICABLE UNITED STATES EXPORT CONTROL LAWS AND
REGULATIONS, THAT IT BEARS SOLE RESPONSIBILITY FOR ANY VIOLATION OF SUCH LAWS
AND REGULATIONS BY ITSELF.
13.16.
ITUS CORPORATION HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY
GUARANTEES TO MOFFITT THE COMPANY'S TIMELY AND FAITHFUL PAYMENT OF ALL FINANCIAL
OBLIGATIONS TO MOFFITT AS SET FORTH IN SECTION 12 AND