OF NONPERFORMANCE, AND SHALL CONTINUE PERFORMANCE HEREUNDER WITH REASONABLE
DISPATCH WHENEVER SUCH CAUSES ARE REMOVED. EITHER PARTY SHALL PROVIDE THE OTHER
PARTY WITH PROMPT WRITTEN NOTICE OF ANY DELAY OR FAILURE TO PERFORM THAT OCCURS
BY REASON OF FORCE MAJEURE.
THE PARTIES SHALL MUTUALLY SEEK A RESOLUTION OF THE
DELAY OR THE FAILURE TO PERFORM AS NOTED ABOVE.
13.2.
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED OR
OTHERWISE TRANSFERRED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY; PROVIDED, HOWEVER, THAT EITHER EPIX OR SCHERING MAY, WITHOUT SUCH
CONSENT, ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT: (I) TO ANY
AFFILIATE, OR (II) IN CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF
SUBSTANTIALLY ALL OF SUCH PARTY'S ASSETS TO AN UNRELATED THIRD PARTY; PROVIDED,
HOWEVER, WITH RESPECT TO THIS SUBSECTION (II), THAT SUCH PARTY'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE ASSUMED IN WRITING BY ITS SUCCESSOR IN
INTEREST IN ANY SUCH TRANSACTION AND SHALL NOT BE TRANSFERRED SEPARATELY FROM
ALL OR SUBSTANTIALLY ALL OF ITS DIAGNOSTIC IMAGING BUSINESS ASSETS.
ANY
PURPORTED ASSIGNMENT IN VIOLATION OF THE PRECEDING SENTENCE SHALL BE VOID.
ANY
PERMITTED ASSIGNEE SHALL ASSUME ALL OBLIGATIONS OF ITS ASSIGNOR UNDER THIS
AGREEMENT.
13.3.
SEVERABILITY.
EACH PARTY HEREBY AGREES THAT IT
DOES NOT INTEND, BY ITS EXECUTION HEREOF, TO VIOLATE ANY PUBLIC POLICY,
STATUTORY OR COMMON LAWS, RULES, REGULATIONS, TREATY OR DECISION OF ANY
GOVERNMENT AGENCY OR EXECUTIVE BODY THEREOF OF ANY COUNTRY OR COMMUNITY OR
ASSOCIATION OF COUNTRIES.
SHOULD ONE OR MORE PROVISIONS OF THIS AGREEMENT BE OR
BECOME INVALID, THE PARTIES HERETO SHALL SUBSTITUTE, BY MUTUAL CONSENT, VALID
PROVISIONS FOR SUCH INVALID PROVISIONS WHICH VALID PROVISIONS IN THEIR ECONOMIC
AND OTHER EFFECTS ARE SUFFICIENTLY SIMILAR TO THE INVALID PROVISIONS THAT IT CAN
BE REASONABLY ASSUMED THAT THE PARTIES WOULD HAVE ENTERED INTO THIS AGREEMENT
WITH SUCH VALID PROVISIONS.
IN CASE SUCH VALID PROVISIONS CANNOT BE AGREED
UPON, THE INVALIDITY OF ONE OR SEVERAL PROVISIONS OF THIS AGREEMENT SHALL NOT
AFFECT THE VALIDITY OF THIS AGREEMENT AS A WHOLE OR THE VALIDITY OF ANY PORTIONS
HEREOF, UNLESS THE INVALID PROVISIONS ARE OF SUCH ESSENTIAL IMPORTANCE TO THIS
AGREEMENT THAT IT IS TO BE REASONABLY ASSUMED THAT THE PARTIES WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT WITHOUT THE INVALID PROVISIONS.
13.4.
NOTICES.
ANY CONSENT, NOTICE OR REPORT REQUIRED OR
PERMITTED TO BE GIVEN OR MADE UNDER THIS AGREEMENT BY ONE OF THE PARTIES HERETO
TO THE OTHER SHALL BE IN WRITING, DELIVERED PERSONALLY OR BY COURIER, POSTAGE
PREPAID (WHERE APPLICABLE), ADDRESSED TO SUCH OTHER PARTY AT ITS ADDRESS
INDICATED BELOW, OR TO SUCH OTHER ADDRESS AS THE ADDRESSEE SHALL HAVE LAST
FURNISHED IN WRITING TO THE ADDRESSOR AND SHALL BE EFFECTIVE UPON RECEIPT BY THE
ADDRESSEE.
If to EPIX:
EPIX Medical, Inc.
71 Rogers Street
Cambridge, Massachusetts 02142-1118
Attention:
Chief Executive Officer
with a copy to:
Mintz Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
27
One Financial Center
Boston, Massachusetts 02111
Attention:
William T. Whelan, Esq.
If to Schering:
Schering Aktiengesellschaft
13342 Berlin