ARTICLE 5 - TERMINATION
5.1 Except as otherwise provided herein, this Agreement shall terminate at the end of the OPTION PERIOD or upon execution of the License Agreement, whichever occurs first.
5.2 If COMPANY ceases to operate its business, this Agreement shall immediately terminate upon DUKEs delivery of a termination notice to the address for notices provided herein.
5.3 Except as otherwise provided herein, if COMPANY fails to make any payment due to DUKE within ten (10) days written notice by DUKE, this Agreement shall automatically terminate unless DUKE specifically extends such date in writing. Such termination shall not foreclose DUKE from collection of any amounts remaining unpaid or seeking other legal relief.
5.4 Upon any material breach or default of this Agreement by COMPANY (other than as specifically provided herein, including Section 5.3 above), the terms of which shall take precedence over the handling of any other material breach or default under this Section 5.4), DUKE has the right to terminate this Agreement effective on thirty (30) days written notice to COMPANY, unless COMPANY cures the material breach or default before the period expires.
5.5 If COMPANY asserts the invalidity or unenforceability of any claim included in the PATENT RIGHTS, including by way of litigation or administrative proceedings, either directly or through any other party, then DUKE shall have the right to immediately terminate this Agreement upon written notice to COMPANY.
ARTICLE 6 - NO WARRANTIES; LIMITATION ON DUKES LIABILITY
6.1 DUKE, including its trustees, fellows, officers, employees and agents, makes no representations or warranties that PATENT RIGHTS are or will be held valid, or that the manufacture, importation, use, offer for sale, sale or other distribution of any LICENSED PRODUCTS or LICENSED PROCESSES will not infringe upon any patent or other rights.
6.2 DUKE, INCLUDING ITS TRUSTEES, FELLOWS, OFFICERS, EMPLOYEES AND AGENTS, MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUMES NO RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT, MANUFACTURE, USE, SALE OR OTHER DISPOSITION BY COMPANY OF LICENSED PRODUCTS OR LICENSED PROCESSES. COMPANY ASSUMES THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS AND LICENSED PROCESSES. It is expected that DUKE will make standard and customary representations and warranties with respect to the subject matter of the License Agreement.
6.3 DUKE including its respective trustees, fellows, officers, employees and agents, shall not be responsible or liable for any indirect, special, incidental, or consequential damages or lost profits or other economic loss or damage with respect to LICENSED PRODUCTS, LICENSED PROCESSES, or the PATENT RIGHTS licensed to COMPANY under this Agreement, or other subject matter thereof, regardless of legal or equitable theory. The above limitations on liability apply even though DUKE, its trustees, fellows, officers, employees or agents may have been advised of the possibility of such damage or such damage may have been foreseeable.