PRODUCT LIABILITY CLAIM. IF A PRODUCT LIABILITY
CLAIM IS BROUGHT AGAINST ONE PARTY BUT NOT THE OTHER PARTY, THE NAMED PARTY
SHALL CONTROL THE DEFENSE AND/OR SETTLEMENT THEREOF AT ITS OWN EXPENSE WITH
COUNSEL OF ITS CHOICE, SUBJECT TO THIS SECTION 17.5. IN SUCH CASE, THE OTHER
PARTY MAY PARTICIPATE IN THE DEFENSE AND/OR SETTLEMENT THEREOF AT ITS OWN
EXPENSE WITH COUNSEL OF ITS CHOICE. IN ANY EVENT, THE PARTY THAT IS SUBJECT TO A
PRODUCT LIABILITY CLAIM (IF NOT ASSERTED AGAINST BOTH PARTIES) AGREES TO KEEP
THE OTHER PARTY HERETO INFORMED OF ALL MATERIAL DEVELOPMENTS IN CONNECTION WITH
ANY SUCH PRODUCT LIABILITY CLAIM.
(C)
SETTLEMENT, ADMISSIONS AND ASSERTING POSITIONS. NEITHER PARTY
SHALL SETTLE ANY PRODUCT LIABILITY CLAIM, OR MAKE ANY ADMISSIONS OR ASSERT ANY
POSITION IN SUCH PRODUCT LIABILITY CLAIM, IN A MANNER THAT WOULD ADVERSELY
AFFECT THE OTHER PARTY, THE PRODUCT OR THE DEVELOPMENT, MANUFACTURE, USE OR SALE
THEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
(D)
BEARING THE LIABILITIES. TO THE EXTENT A PRODUCT LIABILITY CLAIM
IS CAUSED BY: (I) THE FAULT OF SEPRACOR, SEPRACOR SHALL BEAR ALL LIABILITIES
FROM SUCH PRODUCT LIABILITY CLAIM TO THE EXTENT OF ITS FAULT; (II) THE FAULT OF
GSK, GSK SHALL BEAR ALL LIABILITIES FROM SUCH A PRODUCT LIABILITY CLAIM TO THE
EXTENT OF ITS FAULT OR (III) CIRCUMSTANCES OTHER THAN THOSE DESCRIBED IN
SUB-SECTION (I) OR (II), ABOVE, THE PARTIES SHALL SHARE EQUALLY THE LIABILITIES
FROM SUCH PRODUCT LIABILITY CLAIM.
ARTICLE XVIII.
DISPUTE RESOLUTION
18.1.
DISPUTE RESOLUTION PROCESS. THE PARTIES RECOGNIZE THAT
DISPUTES AS TO CERTAIN MATTERS MAY FROM TIME TO TIME ARISE DURING THE TERM OF
THIS AGREEMENT THAT RELATE TO A PARTY'S RIGHTS AND/OR OBLIGATIONS HEREUNDER. IF
THE PARTIES CANNOT RESOLVE ANY SUCH DISPUTE WITHIN THIRTY (30) DAYS AFTER
WRITTEN NOTICE OF A DISPUTE FROM ONE PARTY TO ANOTHER, ANY PARTY MAY, BY WRITTEN
NOTICE TO THE OTHER PARTY, HAVE SUCH DISPUTE REFERRED TO THE SENIOR EXECUTIVES.
THE SENIOR EXECUTIVES SHALL NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE
WITHIN THIRTY (30) DAYS. DURING SUCH PERIOD OF NEGOTIATIONS, ANY APPLICABLE TIME
PERIODS UNDER THIS AGREEMENT SHALL BE TOLLED. IF THE SENIOR EXECUTIVES ARE
UNABLE TO RESOLVE THE DISPUTE WITHIN SUCH TIME PERIOD, EITHER PARTY MAY PURSUE
ANY REMEDY AVAILABLE TO SUCH PARTY AT LAW OR IN EQUITY, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE OTHER AGREEMENTS EXPRESSLY CONTEMPLATED
HEREUNDER.
18.2.
GOVERNING LAW; LITIGATION; EXCLUSIVE VENUE. THIS AGREEMENT
AND ALL QUESTIONS REGARDING ITS EXISTENCE, VALIDITY, INTERPRETATION, BREACH OR
PERFORMANCE OF THIS
CONFIDENTIAL
AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, UNITED STATES, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PRINCIPLES. IF ANY DISPUTE CANNOT BE RESOLVED BY, AND SUBJECT
TO THE EXHAUSTION OF THE PROCEDURE SET OUT IN SECTION 18.1, ABOVE, ANY DISPUTE
SHALL BE FINALLY SETTLED BY LITIGATION BROUGHT SOLELY IN A UNITED STATES FEDERAL
COURT OF COMPETENT JURISDICTION (OR STATE