REASONABLY REQUIRED (X) TO EXERCISE THE RIGHTS AND
LICENSES OF THE RECEIVING PARTY EXPRESSLY SURVIVING EXPIRATION OR TERMINATION OF
THIS AGREEMENT; (Y) TO PERFORM THE OBLIGATIONS OF THE RECEIVING PARTY EXPRESSLY
SURVIVING EXPIRATION OR TERMINATION OF THIS AGREEMENT, AND FOR
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*** Confidential material redacted and filed separately with the Commission.
REGULATORY OR ARCHIVAL PURPOSES.
NOTWITHSTANDING THE RETURN OR DESTRUCTION OF
THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, THE RECEIVING PARTY SHALL
CONTINUE TO BE BOUND BY ITS OBLIGATIONS OF CONFIDENTIALITY AND OTHER OBLIGATIONS
UNDER THIS ARTICLE XI.
ARTICLE XII
DISPUTE RESOLUTION
12.1
DISPUTE RESOLUTION PROCESS.
MATTERS BEFORE THE JDC AND
SUBCOMMITTEES SHALL BE GOVERNED BY THE PROCESS SPECIFIED IN SECTION 3.5.
ANY
CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT THAT
IS NOT SUBJECT TO SECTION 3.5, SHALL BE SETTLED, IF POSSIBLE, THROUGH GOOD FAITH
NEGOTIATIONS BETWEEN THE PARTIES.
IF THE PARTIES ARE UNABLE TO SETTLE SUCH
DISPUTE WITHIN ***, AND A PARTY WISHES TO PURSUE THE MATTER, THE MATTER MAY BE
REFERRED BY EITHER PARTY TO THE EXECUTIVE OFFICERS, WHO SHALL MEET TO ATTEMPT TO
RESOLVE THE DISPUTE IN GOOD FAITH.
SUCH RESOLUTION, IF ANY, OF A REFERRED ISSUE
SHALL BE FINAL AND BINDING ON THE PARTIES.
ALL NEGOTIATIONS PURSUANT TO THIS
SECTION 12.1 ARE CONFIDENTIAL AND SHALL BE TREATED AS COMPROMISE AND SETTLEMENT
NEGOTIATIONS FOR PURPOSES OF APPLICABLE RULES OF EVIDENCE.
IF THE EXECUTIVE
OFFICERS ARE UNABLE TO SETTLE THE DISPUTE WITHIN *** AFTER REFERRAL THERETO
PURSUANT TO SECTION 12.1, THEN EACH PARTY RESERVES ITS RIGHT TO ANY AND ALL
REMEDIES AVAILABLE UNDER LAW OR EQUITY WITH RESPECT TO THE DISPUTE, SUBJECT TO
SECTION 12.2.
12.2
INJUNCTIVE RELIEF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS ARTICLE XII, ANY PARTY MAY SEEK IMMEDIATE INJUNCTIVE OR OTHER INTERIM
RELIEF FROM ANY COURT OF COMPETENT JURISDICTION AS NECESSARY TO ENFORCE THE
PROVISIONS OF SECTION 10.5 OR ARTICLE XI AND TO ENFORCE AND PREVENT INFRINGEMENT
OR MISAPPROPRIATION OF THE PATENT RIGHTS, KNOW-HOW OR CONFIDENTIAL INFORMATION
CONTROLLED BY SUCH PARTY.
ARTICLE XIII
MISCELLANEOUS
13.1
GOVERNING LAW.
THIS AGREEMENT (AND ANY CLAIMS OR DISPUTES ARISING
OUT OF OR RELATED THERETO OR TO THE TRANSACTIONS CONTEMPLATED THEREBY OR TO THE
INDUCEMENT OF ANY PARTY TO ENTER THEREIN, WHETHER FOR BREACH OF CONTRACT,
TORTIOUS CONDUCT, OR OTHERWISE AND WHETHER PREDICATED ON COMMON LAW, STATUTE OR
OTHERWISE) SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, IN EACH CASE WITHOUT REFERENCE TO ANY CONFLICT OF LAW
RULES THAT MIGHT LEAD TO THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
13.2
CONSENT TO JURISDICTION.
EACH PARTY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF THE TRANSACTION.
EACH PARTY AGREES TO COMMENCE ANY SUCH ACTION, SUIT OR
PROCEEDING EITHER IN