EITHER MEMBER
PARTY UNDER THE UNITED STATES BANKRUPTCY CODE, THE NON-SUBJECT PARTIES SHALL BE
ENTITLED TO A COMPLETE DUPLICATE OF (OR COMPLETE ACCESS TO, AS THE NON-SUBJECT
PARTY DEEMS APPROPRIATE) ANY SUCH INTELLECTUAL PROPERTY AND ALL EMBODIMENTS OF
SUCH INTELLECTUAL PROPERTY, WHICH, IF NOT ALREADY IN THEIR POSSESSION, SHALL BE
PROMPTLY DELIVERED TO THEM (A) UPON ANY SUCH COMMENCEMENT OF A BANKRUPTCY
PROCEEDING UPON A NON-SUBJECT PARTY'S WRITTEN REQUEST THEREFOR, UNLESS THE PARTY
SUBJECT TO SUCH PROCEEDING ELECTS TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS
UNDER THIS AGREEMENT OR (B) IF NOT DELIVERED UNDER CLAUSE (A) ABOVE, FOLLOWING
THE REJECTION OF THIS AGREEMENT BY OR ON BEHALF OF THE PARTY SUBJECT TO SUCH
PROCEEDING UPON WRITTEN REQUEST THEREFOR BY A NON-SUBJECT PARTY.
THE PROVISIONS
OF THIS SECTION 14.7 ARE WITHOUT PREJUDICE TO ANY RIGHTS THE NON-SUBJECT PARTIES
MAY HAVE ARISING UNDER THE U.S. BANKRUPTCY CODE OR OTHER APPLICABLE LAW.
14.8
ACCRUED RIGHTS; SURVIVING OBLIGATIONS.
(A)
TERMINATION OR EXPIRATION OF THIS AGREEMENT
SHALL BE WITHOUT PREJUDICE TO ANY RIGHTS THAT SHALL HAVE ACCRUED TO THE BENEFIT
OF A PARTY PRIOR TO SUCH TERMINATION OR EXPIRATION.
SUCH TERMINATION OR
EXPIRATION SHALL NOT RELIEVE A PARTY FROM OBLIGATIONS THAT ARE EXPRESSLY
INDICATED TO SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
(B)
WITHOUT LIMITING ANYTHING CONTAINED IN THIS
SECTION 14, SECTIONS 1, 3.6, 3.11 (WHICH PROVISION SHALL BE IMPLEMENTED BY THE
MEMBER PARTIES), 5.10, 6 (AS MODIFIED BY 14.6 OR 14.7), 7 (FOR PAYMENTS PURSUANT
TO SECTION 14.6(B)(II)), 8, 9, 11.1, 11.2, 11.3, 11.4, 12, 13.2(E) (AS TO THE
SECOND SENTENCE THEREOF) 13.3(E), (AS TO THE SECOND SENTENCE THEREOF), 13.4,
13.5, 13.6, 13.7, 13.8, 13.9, 13.10, 13.11,14.4(D) (AS IT APPLIES TO OTHER
SURVIVING PROVISIONS), 14.6, 14.7 (FOR SURVIVING RIGHTS AND LICENSES), 14.8 AND
15 SHALL SURVIVE THE TERMINATION OR
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EXPIRATION OF THIS AGREEMENT FOR ANY REASON.
SECTION 15.
GENERAL PROVISIONS
15.1
FORCE MAJEURE.
NO PARTY SHALL BE HELD LIABLE OR RESPONSIBLE TO THE
OTHER PARTIES OR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED THIS AGREEMENT
FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THIS AGREEMENT,
EXCEPT FOR THE PAYMENT OF ANY AMOUNTS UNDER THIS AGREEMENT, WHEN SUCH FAILURE OR
DELAY IS CAUSED BY OR RESULTS FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE
NON-PERFORMING PARTY, INCLUDING, WITHOUT LIMITATION, FIRES, FLOODS, EMBARGOES,
SHORTAGES, EPIDEMICS, QUARANTINES, WAR, ACTS OF WAR (WHETHER WAR BE DECLARED OR
NOT), TERRORISM, INSURRECTIONS, RIOTS, CIVIL COMMOTION, ACTS OF GOD OR ACTS,
OMISSIONS OR DELAYS IN ACTING BY ANY GOVERNMENTAL AUTHORITY.
THE NON-PERFORMING
PARTY SHALL NOTIFY THE OTHER PARTIES OF SUCH FORCE MAJEURE WITHIN FIVE (5) DAYS
AFTER SUCH OCCURRENCE BY GIVING WRITTEN NOTICE TO THE OTHER PARTIES STATING THE
NATURE OF THE EVENT, ITS ANTICIPATED DURATION, AND ANY ACTION BEING TAKEN TO
AVOID OR MINIMIZE ITS EFFECT.
THE SUSPENSION OF PERFORMANCE SHALL BE OF NO
GREATER SCOPE AND NO LONGER DURATION THAN IS NECESSARY AND THE NON-PERFORMING
PARTY SHALL USE, THROUGHOUT THE PERIOD OF SUSPENSION OF PERFORMANCE,
COMMERCIALLY REASONABLE EFFORTS TO REMEDY ITS