SET
FORTH IN THIS ARTICLE 13, ATLANTIC AND ISIS MAKE NO REPRESENTATIONS AND GRANT NO
WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
STATUTE OR OTHERWISE, AND ATLANTIC AND ISIS EACH SPECIFICALLY DISCLAIM ANY OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
ARTICLE 14 -
MISCELLANEOUS
SECTION 14.1
ASSIGNMENT.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO, NEITHER PARTY WILL SELL, TRANSFER, ASSIGN, DELEGATE, PLEDGE OR
OTHERWISE DISPOSE OF, WHETHER VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR
OTHERWISE, THIS AGREEMENT OR ANY OF ITS RIGHTS OR DUTIES HEREUNDER; PROVIDED,
HOWEVER, THAT (I) EITHER PARTY HERETO MAY ASSIGN OR TRANSFER THIS AGREEMENT OR
ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE CONSENT OF THE OTHER
PARTY TO (A) ANY OF ITS AFFILIATES, OR (B) ANY THIRD PARTY WITH WHICH IT HAS
MERGED OR CONSOLIDATED, OR TO WHICH IT HAS TRANSFERRED ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS TO WHICH THIS AGREEMENT RELATES PROVIDED ALWAYS IN THE CASE WHERE
ISIS IS THE ASSIGNING PARTY IT ALSO TRANSFERS TITLE TO THE ALICAFORSEN PATENTS,
THE ICAM-1 SPECIFIC PATENTS, THE SECOND GENERATION ICAM-1 PRODUCT-SPECIFIC
PATENTS AND THE ISIS CORE TECHNOLOGY PATENTS TO SUCH THIRD PARTY, AND IF IN ANY
SUCH EVENT THE THIRD PARTY ASSIGNEE OR SURVIVING ENTITY ASSUMES IN WRITING ALL
OF THE ASSIGNING PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, (II) ATLANTIC MAY
ASSIGN OR TRANSFER THIS AGREEMENT, WITHOUT ISIS' CONSENT, TO ATLANTIC
HEALTHCARE, OR (III) ISIS MAY ASSIGN OR TRANSFER ITS RIGHTS UNDER ARTICLE 6.4
(BUT NO LIABILITIES) TO A THIRD PARTY IN CONNECTION WITH A ROYALTY FACTORING
TRANSACTION.
ANY PURPORTED ASSIGNMENT OR TRANSFER IN VIOLATION OF THIS SECTION
14.1 WILL BE VOID AB INITIO AND OF NO FORCE OR EFFECT.
SECTION 14.2
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, SUCH
ADJUDICATION WILL NOT AFFECT OR IMPAIR, IN WHOLE OR IN PART, THE VALIDITY,
ENFORCEABILITY, OR LEGALITY OF ANY REMAINING PORTIONS OF THIS AGREEMENT.
ALL
REMAINING PORTIONS WILL REMAIN IN FULL FORCE AND EFFECT AS IF THE ORIGINAL
AGREEMENT HAD BEEN EXECUTED WITHOUT THE INVALIDATED, UNENFORCEABLE OR ILLEGAL
PART.
22
SECTION 14.3
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, USA WITHOUT REFERENCE TO ANY RULES OF
CONFLICTS OF LAWS.
SECTION 14.4
DISPUTE RESOLUTION.
14.4.1
GENERAL.
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATED
TO THIS AGREEMENT OR THE BREACH THEREOF WILL FIRST BE REFERRED TO THE ATTENTION
OF THE CHIEF EXECUTIVE OFFICER OF ATLANTIC AND THE EXECUTIVE VICE PRESIDENT OF
ISIS (THE "EXECUTIVE OFFICERS") BY NOTICE IN WRITING IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
THE EXECUTIVE OFFICERS (OR THEIR RESPECTIVE DESIGNEES)
WILL MEET AS SOON AS REASONABLY POSSIBLE THEREAFTER, AND