UNDER THIS LICENSE INCLUDING, WITHOUT LIMITATION, THOSE
APPLICABLE TO THE DISCOVERY, DEVELOPMENT, MANUFACTURE, DISTRIBUTION, IMPORT AND
EXPORT AND SALE OF COLLABORATION PRODUCTS PURSUANT TO THIS AGREEMENT.
12.6
PATENT MARKING.
ONO
AGREES TO MARK AND HAVE ITS AFFILIATES AND SUBLICENSEES MARK ALL COLLABORATION
PRODUCTS OR PACKAGING OR LABELS WHERE APPROPRIATE SOLD
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PURSUANT TO THIS AGREEMENT IN ACCORDANCE WITH THE APPLICABLE STATUTE OR
REGULATIONS RELATING TO PATENT MARKING IN THE COUNTRY OR COUNTRIES OF
MANUFACTURE AND SALE THEREOF.
12.7
NOTICES.
ALL NOTICES,
REQUESTS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
PERSONALLY DELIVERED OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, IN EACH CASE TO THE RESPECTIVE ADDRESS SPECIFIED
BELOW, OR SUCH OTHER ADDRESS AS MAY BE SPECIFIED IN WRITING TO THE OTHER PARTY
HERETO AND SHALL BE DEEMED TO HAVE BEEN GIVEN UPON RECEIPT:
If to ONO:
Ono Pharmaceutical Co., Ltd.
8-2 Kyutaromachi 1-Chome, Chuo-Ku
Osaka 541-8564, JAPAN
Attention: Director, International Business
Facsimile: +81 (6) 6263-2958
With a copy to:
Ono Pharma USA, Inc.
2000 Lenox Drive
Lawrenceville, NJ 08648, USA
Attention: President
Facsimile: +1 (609) 219-9229
If to ARRAY:
Array BioPharma Inc.
3200 Walnut Street
Boulder, CO 80301, USA
Attention: Chief Operating Officer
Facsimile: +1 (303) 381-6697
With a copy to:
Array BioPharma Corporation
3200 Walnut Street
Boulder, CO 80301, USA
Attention: General Counsel
Facsimile: +1 (303) 386-1290
12.8
SEVERABILITY.
EACH PARTY
HEREBY AGREES THAT IT DOES NOT INTEND TO VIOLATE ANY PUBLIC POLICY, STATUTORY OR
COMMON LAWS, RULES, REGULATIONS, TREATY OR DECISION OF ANY GOVERNMENT AGENCY OR
EXECUTIVE BODY THEREOF OF ANY COUNTRY OR COMMUNITY OR ASSOCIATION OF COUNTRIES.
SHOULD ONE OR MORE PROVISIONS OF THIS AGREEMENT BE OR BECOME INVALID, THE
PARTIES HERETO SHALL SUBSTITUTE, BY MUTUAL CONSENT, VALID PROVISIONS FOR SUCH
INVALID PROVISIONS WHICH VALID PROVISIONS IN THEIR ECONOMIC EFFECT ARE
SUFFICIENTLY SIMILAR TO THE INVALID PROVISIONS THAT IT CAN BE REASONABLY ASSUMED
THAT THE PARTIES WOULD HAVE ENTERED INTO THIS AGREEMENT WITH SUCH VALID
PROVISIONS.
IN CASE SUCH VALID PROVISIONS CANNOT BE AGREED UPON, THE INVALIDITY
OF ONE OR SEVERAL PROVISIONS OF ITS AGREEMENT SHALL NOT AFFECT THE VALIDITY OF
THIS AGREEMENT AS A WHOLE, UNLESS THE INVALID PROVISIONS ARE OF SUCH ESSENTIAL
IMPORTANCE TO THIS AGREEMENT THAT IT IS TO BE REASONABLY ASSUMED THAT THE
PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE INVALID
PROVISIONS.
IN THE EVENT A PARTY SEEKS TO AVOID A MATERIAL PROVISION OF THIS
AGREEMENT UPON AN ASSERTION THAT SUCH PROVISION IS INVALID, ILLEGAL OR OTHERWISE
UNENFORCEABLE, THE OTHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO
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THE ASSERTING PARTY, UNLESS SUCH ASSERTION IS ELIMINATED AND CURED WITHIN SUCH
SIXTY (60) DAY PERIOD.
SUCH A TERMINATION SHALL BE DEEMED A TERMINATION BY SUCH
PARTY FOR BREACH PURSUANT TO SECTION 11.3.
12.9
ADVICE OF COUNSEL.
ARRAY
AND ONO HAVE EACH CONSULTED COUNSEL OF THEIR CHOICE REGARDING THIS AGREEMENT,
AND EACH ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL NOT BE DEEMED TO