AGREES THAT, PURSUANT TO SECTIONS 9(F) AND (G) OF THE RRD
SERVICES AGREEMENT, RRD HAS EXPRESSLY DISCLAIMED ALL LIABILITY FOR (A) ANY CLAIM
ARISING OUT OF, OR ALLEGEDLY ARISING OUT OF THE ACTIVITIES CARRIED OUT BY (OR
WITHIN THE AUTHORITY OF) ISIS (AND SUCH ISIS
23
SUBCONTRACTORS AND VENDORS IT MAY RETAIN) HEREUNDER, OR FOR ANY LIABILITY
ARISING UNDER THE NOVATED AND RESTATED TECHNOLOGY LICENSE AGREEMENT WITH RESPECT
TO ANY LICENSE OR SUBLICENSE THEREUNDER IN RELATION TO THE ACTIVITIES CARRIED
OUT BY (OR WITHIN THE AUTHORITY OF) ISIS (AND SUCH ISIS SUBCONTRACTORS AND
VENDORS IT MAY RETAIN) HEREUNDER, AND (B) SUPERVISING, COMPENSATING OR
DISCHARGING, OR ANY OTHER LIABILITY TO OR WITH RESPECT TO, ANY VENDOR RETAINED
BY ISIS (OR, IN THE CASE OF A VENDOR ENGAGED BY BOTH RRD AND ISIS, TO AND FOR
SUCH VENDOR TO THE EXTENT THAT SUCH VENDOR PERFORMS SERVICES FOR ISIS), EXCEPT
THAT RRD SHALL MAKE PAYMENTS FROM SYMPHONY GENISIS' FUNDS TO REIMBURSE ISIS, IN
ACCORDANCE WITH ARTICLE 8 AND ANNEX E OF THIS AGREEMENT, FOR COSTS AND EXPENSES
INCURRED BY ISIS IN CONNECTION WITH THE ENGAGEMENT OF SUCH VENDORS BY ISIS FOR
THE PERFORMANCE OF SERVICES CONTEMPLATED UNDER THE DEVELOPMENT PLAN.
17.
TERM AND TERMINATION.
17.1
TERM.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE CLOSING DATE AND
SHALL EXPIRE ON THE LAST DAY OF THE TERM, UNLESS THE AGREEMENT IS EARLIER
TERMINATED AS SPECIFIED IN THIS ARTICLE 17.
17.2
TERMINATION FOR ISIS' BREACH.
(a)
Symphony GenIsis may terminate this Agreement at any time upon
written notice to Isis if Isis is in material default or breach of this
Agreement, and such material default or breach continues unremedied for a period
of sixty (60) days after written notice thereof is delivered to Isis. Such cure
period may be extended if (i) Isis reasonably believes such breach can be cured
within ninety (90) days of Isis' receipt of Symphony GenIsis' written notice of
such breach (and notifies Symphony GenIsis in writing of such belief and the
basis for such belief), and (ii) Symphony GenIsis, acting reasonably, agrees. If
Isis fails to remedy the default or breach within the applicable cure period,
Symphony GenIsis may by final notice of termination to Isis terminate this
Agreement.
(b)
In the event that Symphony GenIsis terminates this Agreement
pursuant to Section 17.2(a) above, Isis may exercise its Purchase Option,
pursuant to Section 1(c)(v) of the Purchase Option Agreement, within five (5)
Business Days of receiving such notice of termination from Symphony GenIsis;
provided, that if such termination occurs after a Change of Control with respect
to Isis has occurred, and if the successor entity chooses not to exercise its
Purchase Option, then Holdings may exercise its Put Option pursuant Section 2A
of the Purchase Option Agreement.
17.3
TERMINATION FOR SYMPHONY GENISIS' BREACH.
ISIS MAY TERMINATE THIS
AGREEMENT AT ANY TIME UPON WRITTEN NOTICE TO SYMPHONY GENISIS IF SYMPHONY
GENISIS IS IN MATERIAL DEFAULT OR BREACH OF THIS AGREEMENT, AND SUCH MATERIAL
DEFAULT OR BREACH CONTINUES UNREMEDIED FOR A