6. Term and Termination

6.1 BiOS LICENSEE may terminate this Agreement at any time by providing written notice of termination ("Notice of Termination") to CAMBIA.

Within sixty (60) days of such termination, BiOS LICENSEE will submit a report describing and providing any previously unreported Improvements, Improvement Patents, Improvement Materials and Technology Data made prior to the date of termination.

Within sixty (60) days of termination BiOS LICENSEE will destroy all In-Licensed Materials and Confidential Information except for In-Licensed Materials that have been incorporated into BiOS Licensed Products on hand that were made prior to termination and Technology Data or other information required for the commercialization of such BiOS Licensed Product. BiOS LICENSEE will ensure that any sublicensees to whom BiOS LICENSEE granted a sublicense will take the same action. BiOS LICENSEE will provide CAMBIA with written notice that such In-Licensed Materials and Confidential Information have been destroyed, and that completely describes any In-Licensed Materials and Technology Data or other information that have not been destroyed because they have been incorporated into said BiOS Licensed Products on hand or are required for the commercialization of said BiOS Licensed Products on hand that were made prior to termination.

CAMBIA has the right to inform other BiOS Licensees of said termination and of the contents of said written notices.

6.2 If any PARTY hereunder (the “Violating Party”) should violate or fail to perform any term or obligation of this Agreement or an associated Agreement under Article 4, then the other PARTY may give written notice of such default ("Notice of Default") to said Violating Party. If said Violating Party should fail to repair such default within sixty (60) days

1. after the date such notice takes effect or
2. after a final decision of an arbitration under Article 7.6 or Article 7.7, in cases where the PARTIES cannot agree whether or not a violation occurred,

said other PARTY will have the right to immediately terminate the BiOS License Agreement, by providing a written notice of termination ("Notice of Termination") to the Violating Party. Upon such termination, the Violating Party will destroy all Licensed Material received from the other PARTY and all material which was made by using such Licensed Material or which incorporates such Licensed Material. The Violating Party will ensure that any sublicensees to whom said Violating Party granted a sublicense will take the same action. The Violating Party will provide the other PARTY with written notice that such Licensed Materials have been destroyed.

Failure of any BiOS Licensee to comply with its obligations (including but not limited to share certain IP & Technology) shall not be construed as a violation by CAMBIA or failure to perform of CAMBIA.

CAMBIA shall immediately terminate the BiOS License and all associated agreements granted of a BiOS Licensee, for whom a final arbitration under Article 7.7 found a violation of said BiOS Licensees obligations which BiOS Licensee refused to repair within sixty (60) days following said arbitration decision.

6.3 Upon termination of this agreement all rights and obligations of BiOS LICENSEE and CAMBIA shall cease except

1. the right of BiOS LICENSEE under Article 2.1 to further develop, propagate, and commercialize BiOS Licensed Products, including a right to sublicense to third parties (including Affiliates of BiOS LICENSEE) under Article 2.1.2, solely in relation to BiOS Licensed Products made prior to the termination, and
2. the non-assertion obligations under Article 2.2; and
3. the license rights to Improvements, Improvement Materials and Technology Data generated prior to termination, granted to CAMBIA under Article 3.1; and
4. the risk-bearing and hold harmless obligations granted under Article 5.2 and Article 5.3; and
5. any unfulfilled obligations of BiOS Licensee under an associated Agreement under Article 4.

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