6.5.
IN THE EVENT THAT
MOFFITT ENGAGES A THIRD PARTY ACADEMIC ORGANIZATION TO PERFORM ANY OF THE
ACTIVITIES UNDER THE RESEARCH PLAN, MOFFITT SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN THE GREATEST AMOUNT OF DATA AND INTELLECTUAL PROPERTY RIGHTS
FROM SUCH RELATIONSHIP.
IN ANY EVENT, MOFFITT SHALL ENSURE AT A MINIMUM, THAT
ANY INTELLECTUAL PROPERTY THAT A THIRD PARTY ACADEMIC ORGANIZATION CREATES OR
DEVELOPS IN THE COURSE OF PERFORMING THE RESEARCH PLAN THAT IS NECESSARY FOR
COMMERCIALIZATION, SHALL BE MADE AVAILABLE FOR LICENSE TO COMPANY ON FAIR,
REASONABLE, AND NON-DISCRIMINATORY TERMS.
ARTICLE 7
TERM AND TERMINATION.
7.1.
THIS AGREEMENT WILL COMMENCE AS OF THE EFFECTIVE DATE SET FORTH
IN THE FIRST PARAGRAPH OF THIS AGREEMENT AND UNLESS TERMINATED OTHERWISE AS
PROVIDED HEREIN, THIS AGREEMENT WILL EXPIRE TWENTY-FOUR (24) MONTHS FROM SUCH
DATE, UNLESS EXTENDED UPON MUTUAL WRITTEN AGREEMENT OF THE PARTIES ("TERM").
7.2.
EITHER PARTY MAY TERMINATE THIS AGREEMENT (I) UPON ANY BREACH BY
THE OTHER PARTY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, WHICH BREACH
CANNOT BE, OR IS NOT, CURED WITHIN THIRTY (30) DAYS AFTER THE BREACHING PARTY
RECEIVES WRITTEN NOTICE BY THE NON-BREACHING PARTY REGARDING SUCH BREACH OR (II)
UPON THE OTHER PARTY BECOMING BANKRUPT OR MAKING AN ASSIGNMENT FOR THE BENEFIT
OF ITS CREDITORS, UPON APPOINTMENT OF A TRUSTEE OR RECEIVER FOR THE OTHER PARTY
OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, OR UPON THE FILING OF A VOLUNTARY
OR INVOLUNTARY PETITION BY OR AGAINST THE OTHER PARTY UNDER ANY BANKRUPTCY OR
INSOLVENCY LAW, THE REORGANIZATION OR REARRANGEMENT PROVISIONS OF THE UNITED
STATES BANKRUPTCY CODE, OR ANY SIMILAR LAW, (III) OR UPON THE TERMINATION,
DEATH, OR OTHER NONAVAILABILITY OF THE MOFFITT PRINCIPAL INVESTIGATOR(S)
RESPONSIBLE FOR CONDUCTING THE RESEARCH PLAN AND THE PARTIES CANNOT REACH
AGREEMENT ON NEW PRINCIPAL INVESTIGATORS.
THE RIGHTS OF TERMINATION UNDER THIS
SECTION 7 WILL NOT BE AFFECTED IN ANY WAY BY A PARTY'S WAIVER OR FAILURE TO TAKE
ACTION WITH RESPECT TO ANY PREVIOUS BREACH OR OTHER CIRCUMSTANCE GIVING RISE TO
THE RIGHTS OF TERMINATION HEREUNDER.
7.3.
TERMINATION OF THIS AGREEMENT FOR ANY REASON WILL BE WITHOUT
PREJUDICE TO ANY RIGHTS THAT WILL HAVE ACCRUED TO THE BENEFIT OF EITHER PARTY
PRIOR TO SUCH TERMINATION.
SECTIONS 3-6, 8, AND 10-13 SHALL SURVIVE TERMINATION
OR EXPIRATION OF THIS AGREEMENT.
UPON EXPIRATION OR TERMINATION OF THIS
AGREEMENT, MOFFITT (I) WILL IMMEDIATELY TERMINATE THE RESEARCH PLAN, INCLUDING
WITHOUT LIMITATION CEASING ALL USES OF THE COMPANY RESEARCH MATERIALS AND
COMPANY CONFIDENTIAL INFORMATION, AND (II) WILL, AT THE DIRECTION OF COMPANY,
WITHIN THIRTY DAYS AFTER TERMINATION, DESTROY OR RETURN (A) ALL COMPANY RESEARCH
MATERIALS SUPPLIED TO IT AND (B) ALL COPIES OF THE COMPANY CONFIDENTIAL
INFORMATION (EXCEPT THAT MOFFITT MAY RETAIN ONE COPY OF THE COMPANY CONFIDENTIAL
INFORMATION SOLELY FOR ARCHIVAL PURPOSES, SUBJECT TO THE OBLIGATIONS OF SECTION
8 BELOW).
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT, COMPANY (I) WILL
IMMEDIATELY TERMINATE THE RESEARCH PLAN, INCLUDING WITHOUT LIMITATION CEASING
ALL USES OF THE MOFFITT RESEARCH MATERIALS AND MOFFITT CONFIDENTIAL INFORMATION,
AND (II) WILL, AT THE