RESPECT TO ALL RIGHTS AND OBLIGATIONS
OF THE PARTIES THEREUNDER, INCLUDING WITHOUT LIMITATION LONZA'S OBLIGATIONS TO
MANUFACTURE AND SUPPLY TO COMPANY COMMERCIAL DRUG SUBSTANCE, DRUG SUBSTANCE AND
ANY OTHER PRODUCT CONTAINING IGF-1 UNDER THE TERMS AND CONDITIONS OF THE
AGREEMENT OR THE DETAILED AGREEMENT, ANY BREACH OF WHICH OBLIGATIONS SHALL
ENTITLE COMPANY TO INJUNCTIVE RELIEF FOR THE SPECIFIC PERFORMANCE OF THE SAME,
WHICH RELIEF MAY AWARDED BY, OR IN CASE OF SUCH RELIEF AWARDED IN ANOTHER FORUM
AN ORDER OF ENFORCEMENT MAY BE ISSUED BY, ANY COURT OF COMPETENT JURISDICTION,
AND THE PARTIES HEREBY AGREE AND STIPULATE THAT THE INADEQUACY OF MONETARY
DAMAGES AND THE BALANCE OF EQUITIES JUSTIFY THE GRANT OF ANY SUCH INJUNCTIVE
RELIEF, WHICH RELIEF SHALL BE IN ADDITION TO ANY AND ALL OTHER REMEDIES TO WHICH
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
16.
EXECUTION COPY
COMPANY MAY BE ENTITLED AT LAW OR IN EQUITY; AND (II) LONZA SHALL BE LIABLE FOR
ANY AND ALL COSTS INCURRED DURING THE WINDING-UP PERIOD IN CONNECTION WITH
(A) TECHNOLOGY TRANSFER ACTIVITIES FOR THE TRANSFER TO THE FACILITY OF ANY THIRD
PARTY MANUFACTURER DESIGNATED BY COMPANY (THE "THIRD PARTY MANUFACTURING SITE"),
OF ANY AND ALL TECHNOLOGY INVOLVED IN THE MANUFACTURING PROCESS(ES) USED BY
LONZA IN THE PRODUCTION OF DRUG SUBSTANCE, COMMERCIAL DRUG SUBSTANCE, AND/OR ANY
OTHER PRODUCT CONTAINING IGF-1 FOR COMPANY (THE "MANUFACTURED PRODUCTS")
(B) PROCESS DEVELOPMENT ACTIVITIES FOR THE ESTABLISHMENT OF THE MANUFACTURING
PROCESS(ES) DESCRIBED IN CLAUSE (A) OF THIS SENTENCE AT THE THIRD PARTY
MANUFACTURING SITE, AND (C) PROCESS VALIDATION AND QUALIFICATION ACTIVITIES IN
SUPPORT OF ANY AND ALL REGULATORY AUTHORIZATION(S) NECESSARY FOR THE THIRD PARTY
MANUFACTURING SITE TO SERVE AS A REPLACEMENT FOR LONZA AS COMPANY'S SOURCE OF
MANUFACTURING AND SUPPLY FOR THE MANUFACTURED PRODUCTS, BUT IN NO EVENT SHALL
LONZA'S LIABILITY FOR COSTS PURSUANT TO CLAUSE (II) OF THIS SENTENCE EXCEED [ *
] DOLLARS ($[ * ]).
11. SECURITY PROCEDURES:
COMPANY personnel authorized to have access to the LONZA facility in connection
with the work performed by LONZA under the Agreement shall abide by the security
procedures established by LONZA. COMPANY shall be liable for any breaches of
security by COMPANY personnel. All COMPANY personnel shall agree to abide by
LONZA policies and standard operating procedures established by LONZA.
12. RECORDS:
LONZA will maintain accurate records for all work performed by LONZA under the
Agreement. If process development work is performed under the Agreement, LONZA
will maintain accurate records of such process development work (the
''Development Records"). COMPANY shall own the Development Records developed for
COMPANY.
13. GOVERNING LAW:
The Agreement and any suits, disputes, actions or other legal proceedings
related to or arising out of the work performed by LONZA under the Agreement
shall be governed by and construed in accordance with the internal laws of the
State of New