AND VALIDLY EXISTING
UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION, AND HAS THE FULL CORPORATE
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE PROVISIONS
HEREOF AND THEREOF.
(B)
IT IS DULY AUTHORIZED TO EXECUTE AND DELIVER
THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER, AND THE
PERSON EXECUTING THIS AGREEMENT ON ITS BEHALF HAS BEEN DULY AUTHORIZED TO DO SO
BY ALL REQUISITE CORPORATE ACTION.
(C)
THIS AGREEMENT IS LEGALLY BINDING UPON IT
AND UPON ITS SUCCESSORS, HEIRS AND PERMITTED ASSIGNS, AND IS ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE OBLIGATIONS HEREUNDER AND THEREUNDER BY IT DOES NOT
CONFLICT WITH ANY AGREEMENT, INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, NOW
EXISTING OR TO BE ENTERED INTO DURING THE TERM OF THIS AGREEMENT, TO WHICH IT IS
A PARTY OR BY WHICH IT IS A PARTY OR BY WHICH IT MAY BE BOUND, NOR VIOLATE ANY
MATERIAL LAW OR REGULATION OF ANY COURT, GOVERNMENTAL BODY OR ADMINISTRATIVE OR
OTHER AGENCY HAVING JURISDICTION OVER IT.
(E)
IT WILL NOT ATTEMPT TO UTILIZE THE SAMPLES
AND/OR CLINICAL DATA PROVIDED BY GEISINGER, ALONE OR IN COMBINATION WITH ANY
OTHER INFORMATION OR MATERIALS, IN ANY MANNER WHICH WOULD SEEK TO PERSONALLY
IDENTIFY THE INDIVIDUALS PROVIDING SUCH SAMPLES AND/OR CLINICAL DATA TO
GEISINGER.
ARTICLE 10 - TERM AND TERMINATION
10.1
PERIOD OF PERFORMANCE.
THIS AGREEMENT IS
EFFECTIVE AS OF THE EFFECTIVE DATE AND SHALL TERMINATE ON THE TERMINATION DATE,
UNLESS TERMINATED EARLIER IN ACCORDANCE WITH SECTION 10.2 AND MAY BE EXTENDED OR
MODIFIED ONLY BY WRITTEN AGREEMENT SIGNED BY BOTH PARTIES.
10.2
TERMINATION.
THIS AGREEMENT SHALL TERMINATE UPON
THE EARLIEST TO OCCUR OF:
(A)
THE NATURAL EXPIRATION OF THE TERM;
(B)
THE MUTUAL WRITTEN AGREEMENT OF THE PARTIES;
(C)
EITHER PARTY BECOMING THE SUBJECT OF ANY
VOLUNTARY OR INVOLUNTARY BANKRUPTCY OR OTHER INSOLVENCY, LIQUIDATION OR OTHER
SIMILAR PROCEEDING, OR MAKING ANY COMPOSITION OR ARRANGEMENT FOR THE BENEFIT OF
ITS CREDITORS, OR HAVING A RECEIVER, ADMINISTRATIVE RECEIVER, LIQUIDATOR OR
ADMINISTRATOR APPOINTED OVER ALL OR ANY PART OF ITS ASSETS OR BUSINESS;
(D)
IN THE EVENT OF A BREACH OF THIS AGREEMENT,
WHICH REMAINS UNCURED BY THE NON-BREACHING PARTY FOR A PERIOD OF THIRTY (30)
DAYS FROM RECEIPT OF NOTICE TO EFFECT A CURE OF THE BREACH; OR
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
17
(E)
IN THE EVENT OF TERMINATION AS DESCRIBED IN SECTION 3.2(D)(IV).
10.3
EFFECT OF TERMINATION; RIGHTS AND OBLIGATIONS.
IN THE EVENT THAT
THIS AGREEMENT EXPIRES OR IS TERMINATED BY EITHER PARTY PURSUANT TO
SECTION 10.2, ALL FURTHER RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE LICENSES GRANTED BY GEISINGER TO
INTERLEUKIN PURSUANT TO ARTICLE 4, SHALL TERMINATE, WITHOUT ANY FURTHER ACTION
REQUIRED BY EITHER PARTY, EFFECTIVE AS OF SUCH