THE FILING THEREOF, THEN THE OTHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE
IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
7.2.3.
DELIVERABLES.
UPON TERMINATION OF THIS AGREEMENT, ILI SHALL ADVISE
ACCESS OF THE EXTENT TO WHICH PERFORMANCE HAS BEEN COMPLETED THROUGH THE
TERMINATION NOTICE DATE, OR THE END OF THE TERM, AS THE CASE MAY BE, AND COLLECT
AND DELIVER TO ACCESS ALL DELIVERABLES UNDER THE RESEARCH PROGRAM, INCLUDING,
WITHOUT LIMITATION, ALL WORK-IN-PROGRESS THROUGH ANY REASONABLE MEANS SPECIFIED
BY ACCESS.
ILI SHALL, TO THE EXTENT NOT ALREADY TRANSFERRED BY VIRTUE OF THIS
AGREEMENT OR LAW, GRANT TO ACCESS ALL ACCESS TECHNOLOGY AND ACCESS PATENT
RIGHTS, AND ALL PROGRAM INVENTIONS AND PROGRAM PATENT RIGHTS RELATING TO PROGRAM
PRODUCTS, IN THE FORM IN WHICH THEY EXIST ON THE DATE OF TERMINATION, WHICH FORM
SHALL NOT MATERIALLY DIFFER FROM THE STATUS DESCRIBED IN THE REPORTS THAT ILI
HAS SUBMITTED TO ACCESS.
ALL OBLIGATIONS IN RELATION TO SUCH INTELLECTUAL
PROPERTY RIGHTS AND OBLIGATIONS AS SET FORTH IN SECTION 6 SHALL APPLY TO THE
INTELLECTUAL PROPERTY TRANSFERRED UPON TERMINATION HEREOF, IF ANY.
7.3
SURVIVING PROVISIONS.
TERMINATION OF THIS AGREEMENT FOR ANY REASON
SHALL BE WITHOUT PREJUDICE TO RIGHTS WHICH EXPRESSLY SURVIVE TERMINATION IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE
RIGHTS AND OBLIGATIONS OF THE PARTIES PROVIDED IN SECTIONS 4, 6, 7.3, 8.2, 8.3
AND 10, ALL OF WHICH SHALL SURVIVE SUCH TERMINATION.
8.
REPRESENTATIONS AND WARRANTIES
8.1
MUTUAL REPRESENTATIONS.
ACCESS AND ILI EACH REPRESENTS AND WARRANTS
TO THE OTHER PARTY AS FOLLOWS:
8.1.1.
ORGANIZATION.
BOTH PARTIES ARE CORPORATIONS, DULY ORGANIZED,
VALIDLY EXISTING AND IS IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF
ORGANIZATION, IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN
ENTITY IN EACH JURISDICTION IN WHICH THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER REQUIRES SUCH QUALIFICATION.
8.1.2.
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF
THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND
DO NOT AND WILL NOT VIOLATE ANY PROVISION OF ANY LAW, RULE, REGULATION, ORDER,
WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION OR AWARD PRESENTLY IN EFFECT
HAVING APPLICABILITY TO IT OR ANY PROVISION OF ITS CHARTER DOCUMENTS.
8.1.3.
BINDING AGREEMENT.
THIS AGREEMENT IS A LEGAL, VALID AND BINDING
OBLIGATION OF IT ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS AND
CONDITIONS.
8.1.4.
NO INCONSISTENT OBLIGATION.
IT IS NOT UNDER ANY OBLIGATION TO ANY
PERSON, OR ENTITY, CONTRACTUAL OR OTHERWISE, THAT IS CONFLICTING OR INCONSISTENT
IN ANY RESPECT WITH
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
THE TERMS OF THIS AGREEMENT OR THAT WOULD IMPEDE THE DILIGENT AND COMPLETE
FULFILLMENT OF ITS OBLIGATIONS.
8.2
WARRANTY DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY,
GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY
DISCLAIMS WARRANTIES OF MERCHANT- ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.
8.3
LIMITED LIABILITY.