THEREOF FROM ARTANN, ALL LICENSES GRANTED TO PROUROCARE SHALL
AUTOMATICALLY TERMINATE AND PROUROCARE SHALL IMMEDIATELY RETURN ALL ARTANN TRADE
SECRETS, ARTANN TECHNOLOGY, AND PMI DOCUMENTATION TO ARTANN.
ADDITIONALLY, IF
PROUROCARE FAILS TO MAKE A PAYMENT TO ARTANN AS SPECIFIED IN SECTIONS 3.1 OR 3.3
HEREOF AND SECTIONS 3.1, 3.2 AND 3.3 OF THE DEVELOPMENT AGREEMENT AND SUCH
FAILURE IS NOT CURED WITHIN FIVE (5) DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF
FROM ARTANN, THE EXCLUSIVE LICENSES GRANTED TO PROUROCARE SHALL IMMEDIATELY AND
AUTOMATICALLY CONVERT TO NON-EXCLUSIVE LICENSES.
IF PROUROCARE PAYS THE
DEFICIENT FUNDS TO ARTANN WITHIN A SIXTY (60) DAY CURE PERIOD, THE NON-
11
EXCLUSIVE LICENSES SHALL CONVERT BACK TO EXCLUSIVE LICENSES.
NEITHER PARTY,
ARTANN OR PROUROCARE, CAN GRANT A LICENSE OR SUBLICENSE TO A THIRD PARTY DURING
THE SIXTY (60) DAY CURE PERIOD.
(C)
A PARTY MAY TERMINATE THIS AGREEMENT AT ANY TIME BY GIVING NOTICE
IN WRITING TO THE OTHER PARTY, WHICH NOTICE SHALL BE EFFECTIVE UPON DISPATCH,
SHOULD THE OTHER PARTY BECOME INSOLVENT, MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, GO INTO LIQUIDATION OR RECEIVERSHIP OR OTHERWISE LOSE LEGAL CONTROL
OF ITS BUSINESS.
6.3
EFFECT OF TERMINATION
(A)
UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, NOTHING HEREIN
SHALL BE CONSTRUED TO RELEASE EITHER PARTY FROM ANY OBLIGATION THAT MATURED
PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
(B)
THE PROVISIONS OF SECTION 3.4 (RECORDS AND ACCOUNTING); ARTICLE 4
(CERTAIN REPRESENTATIONS, WARRANTIES, AND INDEMNITIES); SECTION 5.3 (MECHANICAL
IMAGING OF THE BREAST); SECTION 6.2(B) (RETURN OF PMI DOCUMENTATION) AND
SECTION 7.1 (NON-DISCLOSURE) SHALL SURVIVE A TERMINATION UNDER SECTION 6.2.
ARTICLE 7
MISCELLANEOUS
7.1
NON-DISCLOSURE.
EACH PARTY AGREES NOT TO DISCLOSE OR USE (EXCEPT
AS PERMITTED OR REQUIRED FOR PERFORMANCE BY THE PARTY RECEIVING SUCH
CONFIDENTIAL INFORMATION OF ITS RIGHTS OR DUTIES HEREUNDER OR UNDER THE
DEVELOPMENT AGREEMENT OR SUPPLY AGREEMENT) ANY CONFIDENTIAL INFORMATION OF THE
OTHER PARTY OBTAINED DURING THE TERM OF THIS AGREEMENT UNTIL (I) THE END OF
2015; OR (II) THE EXPIRATION OF FOUR (4) YEARS AFTER THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT, WHICHEVER IS LAST TO OCCUR.
EACH PARTY FURTHER
AGREES TO TAKE APPROPRIATE MEASURES TO PREVENT ANY SUCH PROHIBITED DISCLOSURE BY
ITS PRESENT AND FUTURE EMPLOYEES, OFFICERS, AGENTS, SUBSIDIARIES, OR CONSULTANTS
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF FOUR (4) YEARS THEREAFTER
OR THE END OF 2015, WHICHEVER IS LAST TO OCCUR.
ARTANN TRADE SECRETS SHALL BE
KEPT CONFIDENTIAL PERPETUALLY.
7.2
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THE SUCCESSORS OR ASSIGNS OF THE PARTIES
HERETO; PROVIDED, THAT (I) THE RIGHTS AND OBLIGATIONS OF ARTANN HEREIN MAY NOT
BE ASSIGNED EXCEPT IN THE CASE OF A MERGER OR SALE OF SUBSTANTIALLY ALL OF
ARTANN'S ASSETS OR TO ANY PERSON WHO SUCCEEDS TO SUBSTANTIALLY ALL OF ARTANN'S
BUSINESS, AND (II) THE RIGHTS AND OBLIGATIONS OF PROUROCARE HEREIN MAY NOT BE
ASSIGNED EXCEPT IN THE CASE OF A MERGER OR SALE OF SUBSTANTIALLY ALL OF
PROUROCARE'S ASSETS OR