EITHER PARTY OF ANY CONDITION OR TERM SHALL BE DEEMED AS
A CONTINUING WAIVER OF SUCH CONDITION OR TERM OR OF ANOTHER CONDITION OR TERM.
10.6
HEADINGS.
SECTION AND SUBSECTION HEADINGS ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND DO NOT FORM PART OF THIS AGREEMENT.
10.7
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY OBLIGATION OF A PARTY
HEREUNDER MAY BE ASSIGNED BY EITHER PARTY WITHOUT THE CONSENT OF THE OTHER WHICH
SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH PARTY MAY ASSIGN THIS
AGREEMENT AND THE RIGHTS, OBLIGATIONS AND INTERESTS OF SUCH PARTY, IN WHOLE OR
IN PART, TO ANY OF ITS AFFILIATES, AND TO ANY THIRD PARTY PURCHASER OF ALL OF
THE CAPITAL STOCK OF SUCH PARTY OR ALL OR SUBSTANTIALLY ALL OF ITS ASSETS IN THE
LINE OF BUSINESS TO WHICH THIS AGREEMENT PERTAINS OR TO ANY SUCCESSOR
CORPORATION RESULTING FROM ANY MERGER OR CONSOLIDATION OF SUCH PARTY WITH OR
INTO SUCH CORPORATION.
10.8
FORCE MAJEURE.
NEITHER PARTY SHALL BE LIABLE FOR FAILURE OF OR
DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND NEITHER SHALL
BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH FAILURE OR DELAY IS DUE TO
NATURAL DISASTERS OR ANY CAUSES BEYOND THE REASONABLE CONTROL OF SUCH PARTY.
IN
THE EVENT OF SUCH FORCE MAJEURE, THE PARTY AFFECTED THEREBY SHALL USE REASONABLE
EFFORTS TO CURE OR OVERCOME THE SAME AND RESUME PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER.
10.9
CONSTRUCTION.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT EACH
PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS OF THIS
AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION.
10.10
SEVERABILITY.
IF ANY PROVISION(S) OF THIS AGREEMENT ARE OR BECOME
INVALID, ARE RULED ILLEGAL BY ANY COURT OF COMPETENT JURISDICTION OR ARE DEEMED
UNENFORCEABLE UNDER THEN CURRENT APPLICABLE LAW FROM TIME TO TIME IN EFFECT
DURING THE TERM HEREOF, IT IS THE INTENTION OF THE PARTIES THAT THE REMAINDER OF
THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY PROVIDED THAT A PARTY'S RIGHTS
UNDER THIS AGREEMENT ARE NOT MATERIALLY AFFECTED.
THE PARTIES HERETO COVENANT
AND AGREE TO RENEGOTIATE ANY SUCH TERM, COVENANT OR APPLICATION THEREOF IN GOOD
FAITH IN ORDER TO PROVIDE A REASONABLY ACCEPTABLE ALTERNATIVE TO THE TERM,
COVENANT OR CONDITION OF THIS AGREEMENT
18
OR THE APPLICATION THEREOF THAT IS INVALID, ILLEGAL OR UNENFORCEABLE, IT BEING
THE INTENT OF THE PARTIES THAT THE BASIC PURPOSES OF THIS AGREEMENT ARE TO BE
EFFECTUATED.
10.11
STATUS.
NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL BE DEEMED TO
CONSTITUTE A PARTNER, AGENCY, EMPLOYER-EMPLOYEE, OR JOINT VENTURE RELATIONSHIP
BETWEEN THE PARTIES.
10.12
SECTION 365(N).
ALL LICENSES GRANTED UNDER THIS AGREEMENT ARE
DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE U.S. BANKRUPTCY CODE,
LICENSES OF RIGHT TO "INTELLECTUAL PROPERTY" AS DEFINED IN SECTION 101 OF SUCH
CODE.
THE PARTIES AGREE THAT THE LICENSEE MAY FULLY EXERCISE ALL OF ITS RIGHTS
AND ELECTIONS UNDER THE U.S. BANKRUPTCY CODE, REGARDLESS OF WHETHER EITHER PARTY
FILES FOR BANKRUPTCY IN THE UNITED STATES OR OTHER JURISDICTION.
THE PARTIES
FURTHER AGREE