Nautilus 2009 Annual Report Download - page 216

18
(i) In the event Nautilus provides proper written notice to Buyer of material breach five times within a rolling
five year period, even if Buyer cures the breach within the cure period; or
(j) In the event that Buyer fails to make a timely payment as required by Section 3 of the Med-Fit Systems,
Inc. Secured Promissory Note, and if such payment is not thereafter made within an additional thirty
calendar days, Nautilus may give Buyer notice of breach and Buyer’s failure to make such payment within
seven business days of its receipt of the notice shall automatically terminate this License Agreement and
Buyer must immediately cease all use of the Licensed IP.
4.2.2.
Buyer may terminate the licenses granted herein upon the following events:
(a)
Upon material breach of any term of this Agreement by Nautilus, after written notice to Nautilus and
Nautilus
’
failure to cure within 30 days after receipt of notice;
(b)
Upon any improper assignment or sublicense by Nautilus of the rights granted herein after written notice to
Nautilus and Nautilus
’
failure to cure within 30 business days after receipt of notice;
(c)
In the event Nautilus ceases to operate for six consecutive months; or
(d) In the event Buyer provides proper written notice to Nautilus of material breach five times within a rolling
five year period, even if Nautilus cures the breach within the cure period.
4.3. Bankruptcy / Insolvency: The Licenses granted herein shall terminate immediately without notice to Buyer if (a) an Order for
Relief is entered under Title 11 of the United States Code against Buyer by any Bankruptcy Court possessing jurisdiction over
Buyer or Buyer’s assets; (b) Buyer is insolvent, either on a balance sheet test or the inability to pay its debts as they become
due; (c) Buyer shall file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all
of its assets and such appointment shall not be vacated or set aside within thirty (30) days from the date of such appointment;
or, (d) Buyer shall make an assignment for the benefit of