INABILITY TO PERFORM; PROVIDED,
HOWEVER, THAT IN THE EVENT THE SUSPENSION OF PERFORMANCE CONTINUES FOR NINETY
(90) DAYS AFTER THE DATE SUCH FORCE MAJEURE COMMENCES, THE PARTIES SHALL MEET TO
DISCUSS IN GOOD FAITH HOW TO PROCEED IN ORDER TO ACCOMPLISH THE COLLABORATION
PRINCIPLES.
FOR PURPOSES OF THIS AGREEMENT A FORCE MAJEURE SHALL NOT INCLUDE A
FAILURE TO COMMIT SUFFICIENT RESOURCES, FINANCIAL OR OTHERWISE, TO THE PROJECT
ACTIVITIES OR GENERAL MARKET OR ECONOMIC CONDITIONS.
15.2
NOTICE.
ALL NOTICES, REQUESTS, REPORTS, STATEMENTS AND OTHER
COMMUNICATIONS TO ANY PARTY (OTHER THAN AS SPECIFIED IN SECTION 2.7(C)) SHALL BE
IN WRITING, SHALL REFER SPECIFICALLY TO THIS AGREEMENT AND SHALL BE DELIVERED
PERSONALLY, SENT BY NATIONALLY-RECOGNIZED OVERNIGHT COURIER OR SENT BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE
FOLLOWING RESPECTIVE ADDRESSES (OR TO SUCH OTHER ADDRESS AS MAY BE SPECIFIED BY
NOTICE FROM TIME TO TIME BY THE RELEVANT PARTY):
if to Gilead, to:
Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, CA 94404
Attn:
EVP and CFO
with copies to:
Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, CA 94404
Attn:
VP and General Counsel
and:
92
Covington & Burling
One Front Street
San Francisco, CA 94111
Attn:
James C. Snipes, Esq.
if to BMS, to:
Bristol-Myers Squibb Worldwide Medicines Group
Route 206 and Province Line Road
Princeton, NJ 08540
Attn:
Vice President and Senior Counsel, Corporate and Business
Development
with a copy to:
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY 10004
Attn:
Ellen S. Friedenberg, Esq.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered during the recipient's normal business hours, (ii) on the
Business Day after dispatch, if sent by nationally-recognized overnight courier
and proof of delivery is obtained, and (iii) on the third (3rd) Business Day
following the date of mailing, if sent by mail.
It is understood and agreed
that this Section 15.2 is not intended to govern the day-to-day business
communications necessary between the Parties in performing their duties, in due
course, under the terms of this Agreement.
Whenever this Agreement requires or
permits the giving of notice by a Member Party, such notice may be given by BMS
Parent on behalf of itself and BMS Sub, and by Gilead Parent on behalf of itself
and Gilead Sub.
15.3
FURTHER ASSURANCES.
EACH PARTY SHALL DULY EXECUTE AND DELIVER, OR
CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER INSTRUMENTS AND DO AND
CAUSE TO BE DONE SUCH FURTHER MINISTERIAL, ADMINISTRATIVE OR SIMILAR ACTS AND
THINGS, INCLUDING, WITHOUT LIMITATION, THE FILING OF SUCH ASSIGNMENTS,
AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AS MAY BE NECESSARY OR AS ANOTHER PARTY
MAY REASONABLY REQUEST IN CONNECTION WITH THIS AGREEMENT OR TO CARRY OUT MORE
EFFECTIVELY THE PROVISIONS AND PURPOSES HEREOF, OR TO BETTER ASSURE AND CONFIRM
UNTO SUCH OTHER PARTY ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT.
15.4
SUCCESSORS AND ASSIGNS.
(A)
THE TERMS AND PROVISIONS HEREOF SHALL INURE
TO THE BENEFIT OF, AND BE BINDING UPON,