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(a) A party may terminate the other party's rights and licenses
hereunder upon notice if the other party hereto commits a
material breach of this Agreement and does not correct such
breach within sixty (60) days after receiving written notice
complaining thereof. In the event of such termination, the
rights and licenses granted to the defaulting party shall
terminate, but the rights and licenses granted to the party
not in default shall survive such termination of this
Agreement subject to its continued compliance with the terms
and conditions of this Agreement.
/..../
(7)
the other party undergoes a Change of Control. For
purposes of this Section 6.2(b)(7), "Change of Control"
shall mean a transaction or a series of related
transactions in which (i) one or more related parties
who did not previously own at least a fifty percent
(50%

interest in a party to this Agreement obtain at
least a fifty percent (50%) interest in such party, and,
in the reasonable business judgment of the other party
to this Agreement, such change in ownership will have a
material effect on the other party's business, or (ii) a
party acquires, by merger, acquisition of assets or
otherwise, all or any portion of another legal entity
such that either the assets or market value of such
party after the close of such transaction are greater
than one and one third (1 1/3) of the assets or market
value of such party prior to such transaction.
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