THEREOF IN PERSON, VIA U.S. FIRST CLASS MAIL, OR VIA A
PRIVATE EXPRESS MAIL COURIER; OR (C) TWO DAYS AFTER DEPOSIT WITH A PRIVATE
EXPRESS MAIL COURIER, IN ANY SUCH CASE ADDRESSED AS FOLLOWS:
If to Abbott, to:
Abbott Laboratories
100 Abbott Park Road
Building AP6D, Dept. 364
Abbott Park, IL
60064-6020
Facsimile: (847) 938-6277
Attention: General Counsel
19
With a copy to:
Abbott Laboratories
100 Abbott Park Road
D-367 AP6D
Abbott Park, IL
60064-6057
Facsimile:
Attention: Vice President-Tax
If to Hospira, to:
Hospira, Inc.
Legal Department
Dept. NLEG
275 N. Field Drive
P.O. Box 5045
Lake Forest, Illinois 60045-5045
Facsimile: (224) 212-3312
Attention: General Counsel
With a copy to:
Hospira, Inc.
275 N. Field Drive
Lake Forest, Illinois 60045
Facsimile:
Attention: Vice President - Tax.
Any Party may, by notice to the other Party, change the address to which such
notices are to be given.
SECTION 5.06
SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR
UNENFORCEABLE, THE REMAINING PROVISIONS HEREOF OR THEREOF, OR THE APPLICATION OF
SUCH PROVISION TO PERSONS OR CIRCUMSTANCES OR IN JURISDICTIONS OTHER THAN THOSE
AS TO WHICH IT HAS BEEN HELD INVALID OR UNENFORCEABLE, SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED
THEREBY, SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, AS THE CASE MAY BE, IS NOT AFFECTED IN ANY
MANNER ADVERSE TO ANY PARTY.
UPON SUCH DETERMINATION, THE PARTIES SHALL
NEGOTIATE IN GOOD FAITH IN AN EFFORT TO AGREE UPON A SUITABLE AND EQUITABLE
PROVISION TO EFFECT THE ORIGINAL INTENT OF THE PARTIES.
SECTION 5.07
FORCE MAJEURE.
NEITHER PARTY SHALL
BE DEEMED IN DEFAULT OF THIS AGREEMENT TO THE EXTENT THAT ANY DELAY OR FAILURE
IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTS FROM ANY
CAUSE BEYOND ITS REASONABLE CONTROL AND WITHOUT ITS FAULT OR NEGLIGENCE, SUCH AS
ACTS OF GOD, ACTS OF GOVERNMENTAL AUTHORITY, EMBARGOES, EPIDEMICS, WAR, RIOTS,
INSURRECTIONS, ACTS OF TERRORISM, FIRES, EXPLOSIONS, EARTHQUAKES, FLOODS,
UNUSUALLY SEVERE WEATHER CONDITIONS, LABOR
20
PROBLEMS OR UNAVAILABILITY OF PARTS, OR, IN THE CASE OF COMPUTER SYSTEMS, ANY
FAILURE IN ELECTRICAL OR AIR CONDITIONING EQUIPMENT.
IN THE EVENT OF ANY SUCH
EXCUSED DELAY, THE TIME FOR PERFORMANCE SHALL BE EXTENDED FOR A PERIOD EQUAL TO
THE TIME LOST BY REASON OF THE DELAY.
SECTION 5.08
HEADINGS.
THE ARTICLE, SECTION AND
PARAGRAPH HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY
AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 5.09
SURVIVAL OF COVENANTS.
THE
COVENANTS, RELEASES, INDEMNITIES, REPRESENTATIONS AND WARRANTIES CONTAINED IN
THIS AGREEMENT, AND LIABILITY FOR THE BREACH OF ANY OBLIGATIONS CONTAINED
HEREIN, SHALL SURVIVE THE EFFECTIVE TIME AND SHALL REMAIN IN FULL FORCE AND
EFFECT THEREAFTER.
SECTION 5.10
AFFILIATES.
ABBOTT SHALL CAUSE TO
BE PERFORMED, AND HEREBY GUARANTEES THE PERFORMANCE OF, ALL ACTIONS, AGREEMENTS
AND