TERMINATION.
9.1 Bethesda shall have the right to terminate this Agreement
at any time, upon written notice to Interplay, if Interplay fails to make any
payment due hereunder, maintain the quality of the Licensed Product in
accordance with the provisions hereof, follow Bethesda's instructions regarding
the appropriate display and use of the Licensed Marks, or perform or comply with
any term, condition, or standard set forth in this Agreement, and if such
failure is not cured within thirty (30) days after Bethesda provides written
notice of such failure to Interplay.
9.2 Bethesda may terminate this Agreement at its option,
effective immediately upon written notice to Interplay, in the event (x) of the
reorganization, consolidation or merger of Interplay or of another entity into
Interplay,
of the transfer of all or substantially all of the assets of
Interplay to another entity, or (z) Interplay becomes subject to any proceedings
under any bankruptcy or insolvency law, whether domestic or foreign.
9.3 EFFECT OF TERMINATION.
9.3.1 Upon the expiration or termination of this
Agreement, except as otherwise provided herein, any monies, including royalty
payments, due and payable hereunder to Bethesda as of the date of expiration or
termination shall be paid in full.
Page 7 of 11
<PAGE>
9.3.2 Within thirty (30) days after termination of
this Agreement, Interplay shall provide Bethesda with a complete schedule of all
materials bearing the Licensed Marks then on hand or in inventory (including
inventory of its subcontractors or agents) including, but not limited to, the
Licensed Product, packaging, and advertising and promotional materials. Upon
request and at Bethesda's sole discretion, Interplay promptly shall deliver to
Bethesda or dispose of at the direction of Bethesda, without charge, all
existing inventory of Licensed Product bearing the Licensed Marks within its
possession or control, all related materials bearing the Licensed Marks, and
instruments used for the purposes of affixing or displaying the Licensed Marks,
including, but not limited to, artwork, transparencies, negatives, dies, molds
and screens, for disposition by Bethesda, along with copies of all inventory
records relating thereto.