User's Manual


85
INFRINGEMENT CLAIM OR THE POSSIBILITY THEREOF, (ii) GRANT
ENDOTHELIX SOLE CONTROL OF THE SETTLEMENT, COMPROMISE,
NEGOTIATION AND DEFENSE OF ANY SUCH ACTION, AND (iii) PROVIDE
ENDOTHELIX WITH ALL INFORMATION RELATED TO THE ACTION THAT IS
REASONABLY REQUESTED BY ENDOTHELIX. NOTWITHSTANDING THE
FOREGOING, ENDOTHELIX SHALL HAVE NO INDEMNIFICATION OBLIGATIONS
WITH RESPECT TO ANY INFRINGEMENT CLAIM TO THE EXTENT ARISIG
FROM YOUR USE OF THE LICENSED SOFTWARE, LICENSED HARDWARE,
LICENSED PRODUCT OR LICENSED THRID PARTY PRODUCT WHERE USE WITH
SUCH OTHER HAREDWARE OR SOFTWARE GAVE RISE TO THE
INFRINGEMENT CLAIM.
6. TERMINATION
Without prejudice to any other rights or remedies, Endothelix may terminate this License
Agreement immediately if you fail to comply with any of its terms and conditions. In the event of
such termination, you must, within ten (10) business days of receiving notice of termination from
Endothelix, cease all use of the Licensed Software and Licensed Hardware and destroy all copies
thereof, and cease all use of the Licensed Product (including Licensed Product incorporated
within Third Party Product).
7. TRANSFERABILITY
You may only transfer or assign the rights and obligations hereunder with the Licensed Software,
Licensed Hardware and/or the Licensed Product or Third Party Product as a whole, without
retaining any rights or, subject to Sections 2 and 3 above, any obligations arising after the date of
such transfer or assignment, or retaining any installed or uninstalled copy of the Licensed
hardware, Licensed Software, the Product or the Third Party Product. Any attempt by you to rent,
lease, sublicense, assign or transfer any of the rights, duties or obligations hereunder in any other
way is forbidden and shall be null and void.
8. SEVERABILITY
Should any term or provision of this License Agreement be declared void or unenforceable by
any court of competent jurisdiction in any country or countries, such declaration shall have no
effect on the remainder of this License Agreement in such country or countries, or on this License
Agreement in other countries.
9. NO WAIVER
The failure of either party to enforce any rights granted to it hereunder or to take action against
the other party in the event of any breach hereunder shall not be deemed a waiver by that party as
to subsequent enforcement actions in the event of future breaches.
10. GOVERNING LAW AND JURISDICTION
This License Agreement is governed by the laws of the State of Texas, excluding its conflict of
laws principles. The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to any of the transactions contemplated by this License Agreement.
11. ENTIRE UNDERSTANDING
This License Agreement represents the complete and exclusive understanding between you and
Endothelix concerning the license by Endothelix to you of Licensed Software, Licensed
Hardware, and Licensed Products and supersedes all prior agreements and representations
between the parties with respect to the subject matter hereof, unless specifically stated otherwise
in a writing signed by Endothelix and you. The License Agreement may not be amended other
than by a written agreement specifically intended for this purpose and signed by Endothelix and
you.