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THOMSON ---+-- " GALE Agreement, Gale shall credit to Subscribing Institute all fees appiicable to the unexpired term of this Agreement on a pro-rata basis. 5.2 Either party may terminate this Agreement by written notice stating such party's intent to terminate, in the event the other party materially breaches any provision of this Agreement in the performance of any of its obligations hereunder, and such default or breach shall have continued for thirty (30) days after such notice was given. Either party may have the right to immediate termination in the event of, but shall not be limited to, the filing by the party receiving the notice of termination of a voluntary or invoiuntary petition of bankruptcy, the making of such party of an assignment for the benefit of creditors, the petitioning for the appointment of a custodian, receiver or trustee for such party of all or substantially all of such party's assets, or commencing of a proceeding for dissolution or liquidation without a successor to such party's business. 5.3 Gale holds the right to terminate this Agreement if the Subscribing Institute willingly defaults in making payment of the Fee as specified in Section 6.1 of this Agreement and fails to remedy such default after receiving thirty (30) days of notification in writing by Gale. 5.4 On termination of this Agreement by the Subscribing Institute for cause, Gale shall forthwith credit the proportion of the Fee that represents the paid but unexpired part of the Subscription Period. 6.0 Payment 6.1 As full consideration for Gale's performance of its obligations under this Agreement, Subscribing Institute shall pay to Gale the subscription fee specified in the Purchase Order and any applicable sales, use, excise, or similar taxes. The fee is due within thirty (30) days after invoice date. 6.2 Gale reserves the right to deny Subscribing Institute further access to the Licensed Content in the event payment is not received by its due date. Accounts not paid within thirty (30) days after invoice date shall be deemed delinquent and are subject to be discontinued. 7.0 General 7.1 Entire Aoreement. This Agreement shall constitute the entire Agreement between the Parties and supercedes all prior Agreements and understandings oral or written relating to the subject matter hereof. Alterations to this Agreement and to the Addendum to this Agreement are only vaiid if they are recorded in writing and signed by both parties. 7.2 Assionment. This License may not be assigned by either party to any other person or organization, nor may either party sub-contract any of its obligations, without the prior written consent of the other party; provided however, Gale may assign to an affiliate this Agreement 27500 Drake Road Farmington Hills, MI 48331-3535,248-699-4253 800-877-GALE www.gale.com