LIABLE
FOR FAILURE OF OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS AGREEMENT,
AND NEITHER SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH FAILURE OR
DELAY IS DUE TO A FORCE MAJEURE.
IN EVENT OF SUCH FORCE MAJEURE, THE PARTY
AFFECTED SHALL USE REASONABLE EFFORTS TO CURE OR OVERCOME THE SAME AND RESUME
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
13.12
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT: (A) EACH PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND
PROVISIONS OF THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (B) THE
RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT;
AND (C) THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED FAIRLY AS
TO EACH PARTY AND NOT IN A FAVOR OF OR AGAINST EITHER PARTY, REGARDLESS OF WHICH
PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
13.13
INTEGRATION; SEVERABILITY.
THIS AGREEMENT IS THE
ENTIRE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL NOT
SUPERSEDE THE CONFIDENTIALITY DISCLOSURE AGREEMENT DATED FEBRUARY 24, 2008 (THE
"PRIOR CDA") BETWEEN ARQULE AND DS, WHICH SHALL CONTINUE TO BE IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS.
ALL DISCLOSURES AND
INFORMATION FROM ARQULE TO DS PRIOR TO THE EFFECTIVE DATE SHALL BE GOVERNED BY
THE PRIOR CDA, AND ALL DISCLOSURES AND INFORMATION FROM ARQULE TO DS AFTER THE
EFFECTIVE DATE SHALL BE GOVERNED BY THIS AGREEMENT.
IF ANY PROVISION OF THIS
AGREEMENT IS OR BECOMES INVALID OR IS RULED INVALID BY ANY COURT OF COMPETENT
JURISDICTION OR IS DEEMED UNENFORCEABLE, IT IS THE INTENTION OF THE PARTIES THAT
THE REMAINDER OF THE AGREEMENT SHALL NOT BE AFFECTED.
13.14
FURTHER ASSURANCES.
EACH OF ARQULE AND DS AGREES TO
DULY EXECUTE AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH
FURTHER INSTRUMENTS AND DO AND CAUSE TO
81
BE DONE SUCH FURTHER ACTS AND THINGS, INCLUDING, WITHOUT LIMITATION, THE FILING
OF SUCH ADDITIONAL ASSIGNMENTS, AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AS THE
OTHER PARTY MAY AT ANY TIME AND FROM TIME TO TIME REASONABLY REQUEST IN
CONNECTION WITH THIS AGREEMENT OR TO CARRY OUT MORE EFFECTIVELY THE PROVISIONS
AND PURPOSES OF, OR TO BETTER ASSURE AND CONFER UNTO SUCH OTHER PARTY ITS RIGHTS
AND REMEDIES UNDER, THIS AGREEMENT.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.
ARQULE, INC.
By:
/s/ Paolo Pucci
Name: Paolo Pucci
Title: Chief Executive Officer
DAIICHI SANKYO CO., LTD.
By:
/s/ Kazuhiro Hirokawa
Name: Kazuhiro Hirokawa
Title: Executive Officer,
Head of R&D Division
83
SCHEDULE 1
RESEARCH STAGES/ADVANCEMENT CRITERIA
Research Stage:
*
Activities:
·
*
·
*
·
*
·
*
Advancement Criteria:
·
*
Research Stage:
Hit to Lead Activities
Activities:
·
*
·