THEM, AND ANY SUCH DECISION SHALL NOT
INCLUDE ANY AWARD OR DETERMINATION WHICH WOULD AMEND THE APPLICABLE TERMS OF THE
AGREEMENT.
13.2
GOVERNING LAW.
THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE
PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, U.S.A., WITHOUT REFERENCE TO
CONFLICTS OF LAWS PRINCIPLES.
13.3
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER PARTY TO ANY
THIRD PARTY OR PARENT COMPANY, IN THE CASE OF REGULUS, (EXCEPT AS EXPRESSLY
STATED BELOW) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING,
(A) EITHER PARTY MAY ASSIGN THIS AGREEMENT, WITHOUT ANY CONSENT OF THE OTHER
PARTY, TO AN AFFILIATE, TO A THIRD PARTY, OR TO THE PARENT COMPANY OF SUCH
PARTY, IN THE CASE OF REGULUS, THAT ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR ASSETS OF SUCH PARTY TO WHICH THE SUBJECT MATTER OF THIS AGREEMENT
PERTAINS (WHETHER BY MERGER, REORGANIZATION, ACQUISITION, SALE OR OTHERWISE),
AND (B) EITHER PARTY MAY ASSIGN OR TRANSFER ITS RIGHTS TO RECEIVE ROYALTIES AND
MILESTONES UNDER THIS AGREEMENT (BUT NO LIABILITIES), WITHOUT ANY CONSENT OF THE
OTHER PARTY, TO AN AFFILIATE, TO ITS PARENT COMPANY, OR TO A THIRD PARTY IN
CONNECTION WITH A PAYMENT FACTORING TRANSACTION.
NOTWITHSTANDING THE FOREGOING,
EACH PARTY SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT, IN WHOLE OR IN PART,
TO ITS AFFILIATE OR PARENT COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY; PROVIDED, THAT, SUCH ASSIGNEE IS ABLE TO EXERCISE DILIGENT EFFORTS
EQUIVALENT TO THOSE REQUIRED TO BE EXERCISED BY SUCH ASSIGNING PARTY AND
OTHERWISE PERFORM ALL OF THE OBLIGATIONS OF THE ASSIGNING PARTY HEREUNDER AND
ASSUMES IN WRITING ALL OF THE RELEVANT LIABILITIES AND OBLIGATIONS OF THE
ASSIGNING PARTY HEREUNDER.
NO ASSIGNMENT AND TRANSFER SHALL BE VALID AND
EFFECTIVE UNLESS AND UNTIL THE ASSIGNEE/TRANSFEREE SHALL AGREE IN WRITING TO BE
BOUND BY THE PROVISIONS OF THIS AGREEMENT.
THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
SUCCESSORS, HEIRS, ADMINISTRATORS AND PERMITTED ASSIGNS OF THE PARTIES.
ANY
ASSIGNMENT NOT IN ACCORDANCE WITH THE FOREGOING SHALL BE VOID.
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13.4
PERFORMANCE WARRANTY.
EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT IT
SHALL BE RESPONSIBLE FOR THE FULL AND TIMELY PERFORMANCE AS AND WHEN DUE UNDER,
AND OBSERVANCE OF ALL THE COVENANTS, TERMS, CONDITIONS AND AGREEMENTS SET FORTH
IN, THIS AGREEMENT BY ITS AFFILIATE(S) AND SUBLICENSEES.
13.5
FORCE MAJEURE.
NO PARTY SHALL BE HELD LIABLE OR RESPONSIBLE TO THE OTHER
PARTY NOR BE DEEMED TO BE IN DEFAULT UNDER, OR IN BREACH OF ANY PROVISION OF,
THIS AGREEMENT FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY OBLIGATION
OF THIS AGREEMENT WHEN SUCH FAILURE OR DELAY IS DUE TO FORCE MAJEURE, AND
WITHOUT THE FAULT OR NEGLIGENCE OF THE PARTY SO FAILING OR DELAYING.
FOR
PURPOSES OF THIS AGREEMENT, FORCE MAJEURE IS DEFINED AS CAUSES BEYOND THE
REASONABLE CONTROL