ORDERS ISSUED BY ANY GOVERNMENTAL
AUTHORITY OR BY ANY OFFICER, DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF;
FIRE; STORM; FLOOD; EARTHQUAKE; ACCIDENT; WAR; REBELLION; TERRORISM;
INSURRECTION; RIOT; AND INVASION (A "FORCE MAJEURE EVENT"); AND PROVIDED THAT
SUCH FAILURE OR OMISSION RESULTING FROM A FORCE MAJEURE EVENT IS CURED AS SOON
AS IS PRACTICABLE AFTER THE OCCURRENCE OF SUCH FORCE MAJEURE EVENT.
THE PARTY
CLAIMING FORCE MAJEURE SHALL NOTIFY THE OTHER PARTY WITH NOTICE OF THE FORCE
MAJEURE EVENT AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN FOURTEEN (14)
DAYS AFTER ITS OCCURRENCE, WHICH NOTICE SHALL REASONABLY IDENTIFY SUCH
OBLIGATIONS UNDER THIS AGREEMENT AND THE EXTENT TO WHICH PERFORMANCE THEREOF
WILL BE AFFECTED.
IN SUCH EVENT, THE PARTIES SHALL MEET PROMPTLY TO DETERMINE
AN EQUITABLE SOLUTION TO THE EFFECTS OF ANY SUCH FORCE MAJEURE EVENT.
14.17.
NON-USE OF MIT NAME.
NEITHER SANDOZ NOR ITS AFFILIATES SHALL USE
THE NAME OF "MIT," "LINCOLN LABORATORY" OR ANY VARIATION, ADAPTATION, OR
ABBREVIATION THEREOF, OR OF ANY OF ITS TRUSTEES, OFFICERS, FACULTY, STUDENTS,
EMPLOYEES, OR AGENTS (COLLECTIVELY, "MIT ASSOCIATES"), OR ANY TRADEMARK OWNED BY
MIT, OR ANY TERMS OF THE MIT AGREEMENT, IN ANY PROMOTIONAL MATERIAL OR OTHER
PUBLIC ANNOUNCEMENT OR DISCLOSURE WITHOUT THE PRIOR WRITTEN CONSENT OF MIT, OR
IN THE CASE OF THE NAME OF ANY MIT ASSOCIATE, THE WRITTEN CONSENT OF SUCH MIT
ASSOCIATE.
THE IMMEDIATELY PRECEDING SENTENCE NOTWITHSTANDING, WITHOUT THE
CONSENT OF MIT (BUT SUBJECT TO THE PROVISIONS OF ARTICLE 10), SANDOZ AND ITS
AFFILIATES MAY STATE THAT THEY ARE SUBLICENSED BY MIT UNDER ONE OR MORE OF THE
APPLICABLE MOMENTA PATENT RIGHTS, MAY MAKE STATEMENTS OF FACTS, AND MAY MAKE
DISCLOSURES OR STATEMENTS REQUIRED BY LAW.
14.18.
HEADINGS.
THE CAPTIONS OR HEADINGS OF THE SECTIONS OR OTHER
SUBDIVISIONS HEREOF ARE INSERTED ONLY AS A MATTER OF CONVENIENCE OR FOR
REFERENCE AND ARE NOT PART OF THE AGREEMENT OF THE PARTIES AND SHALL HAVE NO
EFFECT ON THE MEANING OF THE PROVISIONS HEREOF.
ALL REFERENCES IN THIS
AGREEMENT TO SECTIONS AND SCHEDULES ARE TO SECTIONS AND SCHEDULES TO THIS
AGREEMENT, UNLESS OTHERWISE INDICATED.
72
14.19.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
COUNSEL DURING THE COURSE OF NEGOTIATION OF THIS AGREEMENT AND, THEREFORE, THAT
THIS AGREEMENT SHALL BE INTERPRETED WITHOUT REGARD TO ANY PRESUMPTION OR RULE
REQUIRING CONSTRUCTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED.
EXCEPT WHERE THE CONTEXT OTHERWISE REQUIRES, WHEREVER USED, THE USE OF ANY
GENDER WILL BE APPLICABLE TO ALL GENDERS AND THE WORD "OR" IS USED IN THE
INCLUSIVE SENSE (AND/OR).
THE TERM "INCLUDING" MEANS INCLUDING, WITHOUT
LIMITING THE GENERALITY OF ANY DESCRIPTION PRECEDING SUCH TERM.
UNLESS THE
CONTEXT REQUIRES OTHERWISE, (A) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT REFERS TO SUCH AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT AS FROM TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED
(SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS
SET FORTH HEREIN OR THEREIN), (B) ANY REFERENCE TO ANY LAWS REFER TO SUCH LAWS
AS FROM TIME TO