7. Miscellaneous

7.1 No PARTY hereunder is under any obligation to prosecute, maintain, or enforce Licensed Patents or Improvement Patents or any other intellectual property right against any third party.

However, should CAMBIA or BiOS LICENSEE determine or suspect that any third party not party to a BiOS License Agreement is infringing any Licensed Patent or misappropriating Licensed Material, and should BiOS LICENSEE desire that CAMBIA should assert its rights under any Licensed Patent or any other intellectual property right, and should CAMBIA at its sole discretion decide to assert said rights, BiOS LICENSEE agrees to reimburse CAMBIA its entire expenses in enforcing said rights.

7.2 CAMBIA shall exert reasonable efforts to ensure that all BiOS Licensees under the BiOS License for Genetic Resources Indexing Technologies are entitled and bound to substantially the same rights and obligations as agreed hereunder.

7.3 This Agreement may not be modified, changed, or discharged, in whole or in part, except by an agreement in writing signed by both PARTIES. No waiver of any term or condition of this Agreement shall be deemed to be or shall constitute a waiver with respect to any other terms or conditions of this Agreement, whether or not similar. Each such waiver shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver.

7.4 This Agreement will be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and assignees.

BiOS LICENSEE, without the prior approval of CAMBIA, may assign all, but no less than all, its rights and delegate all, but no less than all, its duties under this Agreement, including all rights and obligations under any corresponding BiOS Technology Support Services Subscription Agreement or Materials Transfer Agreement, and all rights to Improvements including without limitation any Improvement Patent to a third party, if BiOS LICENSEE delivers to CAMBIA written notice of the assignment within thirty (30) days of said assignment's execution.

Other than regulated under this section this Agreement may not be assigned or transferred to a third party in whole or in part, without the prior written consent of CAMBIA, which consent may not be unreasonably or arbitrarily withheld.

Assignments under this Article 7.4 will not be effective unless and until BiOS LICENSEE's assignee and CAMBIA execute an instrument of legal assignment.

7.5 CAMBIA may publish revised and/or new versions of the BiOS License for Genetic Resources Indexing Technologies from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new or newly identified issues. Each version will be given a distinguishing version number. Upon written request to CAMBIA, BiOS LICENSEE may opt to be bound by the terms and conditions of a later version published by CAMBIA. CAMBIA may also publish versions of the BiOS License for Genetic Resources Indexing Technologies in other languages. Where there is any conflict between the present version and such translations or any controversy between the PARTIES respecting the interpretation or application of the terms of this Agreement, the latest English language version of the Agreement shall be controlling.

7.6 The PARTIES agree to attempt to mediate any dispute relating to this Agreement or the negotiation hereof or entry hereunto or any contract or agreement entered in pursuant hereto or the fulfillment and performance by the PARTIES of their respective duties and obligations under this Agreement, including any dispute under Article 6.2, and further agree that any dispute that cannot be resolved by mediation shall be settled by binding arbitration, with construction under Australian law, in accordance with the UNCITRAL Arbitration Rules in force at the time of the dispute.

7.7 All notices, requests, consents and other communications hereunder shall be in writing and shall be addressed to the receiving PARTY's address set forth above or to such other address as a PARTY may designate by notice hereunder, and shall be either sent by an internationally recognized private courier service providing confirmations of receipt, or sent by registered or certified mail.

7.8 Should any part of this Agreement be declared invalid or unenforceable by any Court of competent jurisdiction for any reason, such declaration of judgment shall not affect the validity of the rest of the Agreement and any associated Agreements, which shall remain in full force and effect to the fullest extent provided by law.

7.9 “CAMBIA”, “BiOS License” and “The BIOS Initiative” are trademarks owned by CAMBIA. CAMBIA may from time to time require that these trademarks are used in association with the IP & Technology. CAMBIA has permission to use the trademarks "Diversity Arrays" and DArT without limitation. Except for these trademarks, neither PARTY may use any trademarks of the other without express written permission.

7.10 The relationship of the PARTIES hereto is that of independent contractors. The PARTIES hereto are not deemed to be agents, partners or joint venturers of the other PARTY or of other BiOS Licensees for any purpose as a result of this Agreement or the transactions contemplated thereby.

7.11 This License replaces any earlier license for the use of the IP & Technology.

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