WITH ANY SUCH ACTION FOR INJUNCTIVE RELIEF.
FOR THE
AVOIDANCE OF DOUBT, OTHER THAN THE DEFENSES AND THE REQUIREMENT SPECIFICALLY
WAIVED IN THE FOREGOING TWO SENTENCES, NOTHING IN THIS SECTION 15.6(D) SHALL BE
CONSTRUED TO BE A WAIVER BY CHIRON OF ANY OF ITS REMAINING DEFENSES AT LAW OR IN
EQUITY.
15.7.
PERFORMANCE BY AFFILIATES. EACH OF CUBIST AND CHIRON ACKNOWLEDGE THAT
OBLIGATIONS UNDER THIS AGREEMENT MAY BE PERFORMED BY AFFILIATES OF CUBIST AND
CHIRON.
EACH OF CUBIST AND CHIRON GUARANTEE PERFORMANCE OF THIS AGREEMENT BY
ITS AFFILIATES.
WHEREVER IN THIS AGREEMENT THE PARTIES DELEGATE RESPONSIBILITY
TO AFFILIATES OR LOCAL OPERATING ENTITIES, THE PARTIES AGREE THAT SUCH ENTITIES
MAY NOT MAKE DECISIONS INCONSISTENT WITH THIS AGREEMENT, AMEND THE TERMS OF THIS
AGREEMENT OR ACT CONTRARY TO ITS TERMS IN ANY WAY.
15.8.
GUARANTY. CHIRON PARENT COMPANY HEREBY UNCONDITIONALLY AND IRREVOCABLY
GUARANTEES, AS PRIMARY OBLIGOR, TO CUBIST, THE DUE AND PUNCTUAL PAYMENT AND
PERFORMANCE AS AND WHEN DUE OF THE OBLIGATIONS, RESPONSIBILITIES, UNDERTAKINGS,
REPRESENTATIONS, WARRANTIES, PAYMENT COVENANTS, OBLIGATIONS AND AGREEMENTS OF
CHIRON AND ITS AFFILIATES UNDER THIS AGREEMENT, THE SUPPLY AGREEMENT AND ANY
OTHER AGREEMENT REGARDING LICENSED PRODUCTS.
15.9.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO (2) OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
15.10.
FURTHER ACTIONS. EACH PARTY AGREES TO EXECUTE, ACKNOWLEDGE AND DELIVER
SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH OTHER ACTS, AS MAY BE NECESSARY OR
APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT OF THIS AGREEMENT.
15.11.
SEVERABILITY. IF ANY ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT IS
HELD TO BE INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION FROM
WHICH NO APPEAL CAN BE OR IS TAKEN, THE PROVISION SHALL BE CONSIDERED SEVERED
FROM THIS AGREEMENT AND SHALL NOT SERVE TO INVALIDATE ANY REMAINING PROVISIONS
HEREOF.
THE PARTIES SHALL MAKE A GOOD FAITH EFFORT TO REPLACE ANY INVALID OR
UNENFORCEABLE PROVISION WITH A VALID AND ENFORCEABLE ONE SUCH THAT THE
OBJECTIVES CONTEMPLATED BY THE PARTIES WHEN ENTERING THIS AGREEMENT MAY BE
REALIZED.
15.12.
HEADINGS. THE HEADINGS FOR EACH ARTICLE AND SECTION IN THIS AGREEMENT
HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO
LIMIT OR EXPAND ON THE MEANING OF THE LANGUAGE CONTAINED IN THE PARTICULAR
ARTICLE OR SECTION.
15.13.
NO WAIVER. ANY DELAY IN ENFORCING A PARTY'S RIGHTS UNDER THIS AGREEMENT
OR ANY WAIVER AS TO A PARTICULAR DEFAULT OR OTHER MATTER SHALL NOT CONSTITUTE A
WAIVER OF SUCH PARTY'S RIGHTS TO THE FUTURE ENFORCEMENT OF ITS RIGHTS UNDER THIS
AGREEMENT, EXCEPT WITH RESPECT TO AN EXPRESS WRITTEN AND SIGNED WAIVER RELATING
TO A PARTICULAR MATTER FOR A PARTICULAR PERIOD OF TIME.
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
81
In Witness Whereof, the Parties have executed this License Agreement in
duplicate originals by their proper officers as of the Effective Date.
Cubist Pharmaceuticals, Inc.
Chiron Healthcare Ireland Ltd.
By: