BY METRIKA. Except as specifically permitted by this Agreement, Metrika shall not assign, sublicense, delegate, or in any other manner transfer any of its rights, privileges, obligations or duties under this Agreement to any third party without the prior written consent of Ostex, which consent may be withheld in Ostex's sole and absolute discretion, provided that this provision shall not apply to any merger, consolidation, or sale of substantially all of the assets of Metrika, or any third-party acquisition of a majority of the business interests or voting shares of Metrika, provided that the surviving party shall within a reasonable period following the final closing of such transaction, expressly agree in writing to be bound by this agreement. Any attempt by Metrika to assign, sublicense, delegate or otherwise transfer any right, privilege, obligation or duty under this Agreement other than in accordance with this Section 15 shall be void and shall, at the option of Ostex, be cause for immediate termination of this Agreement and all licenses granted hereunder.
BY METRIKA. Metrika represents and warrants to Ostex as follows:
BY METRIKA. If within ninety (90) days of the Effective Date, Metrika determines that a material technical deficiency exists in the NTx Assay Technology or Critical Reagents which is likely to prevent Metrika from completing development of an NTx/Digital Response Device which meets the Product Specifications described in ATTACHMENT 7.3.5 within the time period set out in SECTION 11.2(A) above, Metrika shall provide a notice thereof to Ostex which describes in detail said purported deficiency and the impact thereof on the specifications and/or time frame for development. Upon receipt of such notice, Ostex shall conduct a thorough review of the subject matter of said notice, provide to Metrika a detailed report of how Ostex plans to resolve the issues raised and to meet the relevant specifications and/or time frame, and meet with Metrika to review said report. If Ostex fails to provide said report within fifteen (15) business days following receipt of such notice, or if Metrika does not approve such report, Metrika may within ten business days following the final due date of such report, terminate this Agreement upon ten (20) days written notice without liability of any sort, PROVIDED, that if Ostex elects within such ten (10) day notice period to proceed with the commercialization of the NTx/Digital Response Device independently, then the Agreement shall remain in effect for a period of sixty (60) days, during which time the parties shall negotiate the terms of a license of the Digital Response Technology to allow for Ostex's continued commercialization of the Device.
