BY SUPERGEN), MGI SHALL CEASE, AND SHALL CAUSE ITS AFFILIATES AND
LICENSEES TO CEASE, ALL USE OF PRODUCT TRADEMARKS, REGULATORY DOCUMENTATION,
SUPPORTING DATA, AND CONFIDENTIAL INFORMATION OF SUPERGEN, WITH RESPECT TO
TERMINATED LICENSED PRODUCT IN THE TERMINATED COUNTRIES IN THE TERRITORY.
15.3.7
LICENSEES. ANY LICENSEES ENGAGED BY MGI OF LICENSED
PRODUCTS IN THE TERRITORY TO THE EXTENT TERMINATED UNDER THIS AGREEMENT SHALL,
AT THE REQUEST OF SUPERGEN IN ITS DISCRETION, BE ASSIGNED AND OTHERWISE
TRANSFERRED TO SUPERGEN TO THE FURTHEST EXTENT POSSIBLE. IN THE EVENT SUPERGEN
DOES NOT REQUEST ASSIGNMENT OR TRANSFER OF SUCH LICENSEES, THEN THE RIGHTS OF
SUCH LICENSEES WITH RESPECT TO THE LICENSED PRODUCTS IN THE TERMINATED COUNTRIES
IN THE TERRITORY SHALL TERMINATE UPON TERMINATION OF MGI'S RIGHTS UNDER THIS
AGREEMENT WITH RESPECT TO THE TERMINATED LICENSED PRODUCT IN SUCH COUNTRIES..
16. MISCELLANEOUS
16.1
ARTICLE AND SECTION HEADINGS, LANGUAGE AND
CONSTRUCTION. THE ARTICLE AND SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT. ALL REFERENCES IN THIS AGREEMENT TO
"ARTICLES," "SECTIONS" AND "EXHIBITS" REFER TO THE ARTICLES, SECTIONS AND
EXHIBITS OF THIS AGREEMENT. THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND
OTHER WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
SUBDIVISION CONTAINED IN THIS AGREEMENT. THE WORDS "INCLUDE"
42
and "including" when used herein are not exclusive and mean "include, without
limitation" and "including, without limitation," respectively. References in
this Agreement to "days" shall mean calendar days unless expressly indicated to
the contrary. This Agreement has been negotiated by the Parties and their
respective counsel. Accordingly, this Agreement will be interpreted fairly in
accordance with its terms and without any strict construction in favor of or
against either Party.
16.2
GOVERNING LAW, SUBMISSION TO JURISDICTION; WAIVER
OF JURY TRIAL; OTHER REMEDIES; INJUNCTIVE RELIEF.
16.2.1.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK
AS APPLIED TO CONTRACTS ENTERED INTO
SOLELY BETWEEN RESIDENTS OF, AND TO BE PERFORMED ENTIRELY WITHIN, SUCH STATE,
AND WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAWS.
16.2.2
SUBMISSION TO JURISDICTION. EACH OF THE PARTIES IRREVOCABLY AGREES THAT
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR FOR RECOGNITION
AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF BROUGHT BY THE OTHER PARTY
HERETO OR ITS SUCCESSORS OR ASSIGNS SHALL BE BROUGHT AND DETERMINED IN THE
CHANCERY OR OTHER COURTS OF THE STATE OF DELAWARE, AND EACH OF THE PARTIES
HEREBY IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING FOR
ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
16.2.3
WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
ACTIONS OF THE PARTIES
IN THE NEGOTIATION,