10.2.4 by adequate and contemporaneous written records is independently developed by employees of the Receiving Party or its affiliates or subsidiaries without knowledge of or access to the Confidential Information.
Confidential Information specific to particular products or circumstances shall not be deemed to be within the exceptions stated in Section 10.2 merely if embraced by general disclosures regarding other products or circumstances. A combination of features shall not be deemed to be within the foregoing exceptions merely if the individual features of such combination qualify.
10.3 Permitted Disclosure. If Receiving Party is required by law, regulation or court order to disclose the Confidential Information, it shall have the right to do so provided that Receiving Party provides prior written notice to Disclosing Party of such requirement and reasonably assists Disclosing Party in its efforts to obtain a protective order or other remedy of Disclosing Party’s election.
EXPIRATION & TERMINATION
11.1 Expiration. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, shall expire, on a Licensed Product-by-Licensed Product and country-by-country basis on the expiration of the Royalty Term for such Licensed Product in such country (the “Term”).
11.2.1 Licensee may terminate this Agreement for convenience at any time after the second (2nd) anniversary of the Effective Date by giving written notice to Research Institute at least **** prior to the effective date of termination.
11.2.2 A Party may terminate this Agreement immediately upon notice to the other Party if such Party is in material breach of any provision of this Agreement and such breach is not cured within **** after written notice thereof; provided, however, that with respect to a breach of Licensee’s obligations under Article 3, such notice and cure period shall be **** after written notice thereof is provided and if Licensee reasonably believes that a longer cure period is necessary, Licensee may provide Research Institute with a commercially reasonable written plan to cure such breach within a longer cure period, and such cure period shall be extended for up to an additional **** provided that Licensee is using commercially reasonable efforts to implement such plan and Research Institute will reasonably consider in good faith any additional extension to such cure period for such breach requested by Licensee.
11.2.3 Unless prohibited by law, Research Institute may terminate this Agreement immediately without notice to Licensee in the event of (a) the bankruptcy, insolvency (either a deficit in net worth or the inability to pay debts as they mature), or dissolution of Licensee; (b) Licensee making an assignment for the benefit of its creditors or an offer of settlement, extension, or composition to its unsecured creditors generally; or (c) the appointment of a trustee, conservator, receiver, or similar fiduciary for Licensee for substantially all of the assets of Licensee.