CONTROL SUCH TRADEMARKS.
NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED AS A GRANT TO LICENSEE OF RIGHTS, BY LICENSE OR
OTHERWISE, TO THE USE OF ANY TRADEMARKS, SERVICE MARKS, LOGOS OR THE NAME OF
CHIRON FOR ANY PURPOSE.
NEITHER PARTY SHALL USE THE NAME OR MARKS OR LOGOS OF
THE OTHER PARTY FOR ANY PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH OTHER
PARTY.
10.4.
ASSIGNMENT.
NEITHER PARTY SHALL ASSIGN ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTY, EXCEPT THAT
(I) CHIRON MAY, WITHOUT LICENSEE'S CONSENT, ASSIGN ALL OF ITS RIGHTS AND
OBLIGATIONS HEREUNDER IN CONNECTION WITH ANY TRANSFER OF ALL OF THE CHIRON
PATENT RIGHTS TO ANY AFFILIATE OF CHIRON OR ANOTHER THIRD PARTY, (INCLUDING A
SUCCESSOR IN INTEREST);
PROVIDED, HOWEVER, THAT SUCH AFFILIATE OR OTHER THIRD
PARTY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT; AND (II) LICENSEE MAY
AND SHALL ASSIGN ALL OF ITS RIGHTS AND OBLIGATION HEREUNDER TO A SUCCESSOR IN
INTEREST OF THE ENTIRE BUSINESS TO WHICH THIS AGREEMENT RELATES, PROVIDED THAT
SUCH SUCCESSOR IN INTEREST AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING ON THE PARTIES' PERMITTED SUCCESSORS AND ASSIGNS.
17
10.5.
WAIVERS AND MODIFICATIONS.
THE FAILURE OF ANY PARTY TO INSIST ON
THE PERFORMANCE OF ANY OBLIGATION HEREUNDER SHALL NOT BE DEEMED TO BE A WAIVER
OF SUCH OBLIGATION.
WAIVER OF ANY BREACH OF ANY PROVISION HEREOF SHALL NOT BE
DEEMED TO BE A WAIVER OF ANY OTHER BREACH OF SUCH PROVISION OR ANY OTHER
PROVISION.
NO WAIVER, MODIFICATION, RELEASE OR AMENDMENT OF ANY OBLIGATION
UNDER OR PROVISION OF THIS AGREEMENT SHALL BE VALID OR EFFECTIVE UNLESS IN
WRITING AND SIGNED BY ALL PARTIES HERETO.
10.6.
CHOICE OF LAW AND JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY
AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
10.7.
DISPUTE RESOLUTION.
ANY DISPUTE ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT SHALL BE RESOLVED BY THE PARTIES IN THE FOLLOWING MANNER:
10.7.1.
INFORMAL SETTLEMENT.
EITHER PARTY MAY INITIATE RESOLUTION OF SUCH
CONTROVERSY BY PROVIDING TO THE OTHER PARTY A BRIEF AND CONCISE STATEMENT OF THE
INITIATING PARTY'S CLAIMS, TOGETHER WITH RELEVANT FACTS SUPPORTING THEM, AND
REFERRING TO THIS SECTION 10.7.
FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE
OF SUCH STATEMENT, OR SUCH LONGER PERIOD AS THE PARTIES MAY AGREE IN WRITING,
THE PARTIES SHALL MAKE GOOD FAITH EFFORTS TO SETTLE THE DISPUTE.
SUCH EFFORTS
SHALL INCLUDE FULL PRESENTATION OF THE PARTIES' RESPECTIVE POSITIONS BEFORE
THEIR RESPECTIVE DESIGNATED SENIOR EXECUTIVES.
10.7.2.
ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE VALIDITY, INDUCEMENT, OR BREACH THEREOF, SHALL BE SETTLED
BY BINDING ARBITRATION BEFORE THREE ARBITRATORS IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA")
THEN PERTAINING, EXCEPT WHERE THOSE RULES CONFLICT WITH