Judgment upon the award rendered may be entered
in the highest court or forum having jurisdiction, state or federal. The
provisions of this Section 12 will not apply to decisions on the validity of
patent claims or to any dispute or controversy as to which any treaty or law
prohibits such arbitration. The decision of the arbitration must be sanctioned
by a court of law having jurisdiction to be binding upon and enforceable by the
parties.
13 - GENERAL
13.1
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED BY AVANT, REGARDLESS OF
WHETHER SUCH ASSIGNMENT IS BY CONTRACT OR OPERATION OF LAW, WITHOUT THE PRIOR
WRITTEN CONSENT OF SELECT, WHICH WILL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ASSIGN OR TRANSFER ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT CONSENT OF THE OTHER PARTY TO A
PARTY THAT SUCCEEDS TO ALL OR SUBSTANTIALLY ALL OF THAT PARTY'S BUSINESS OR
ASSETS WHETHER BY SALE, MERGER, OPERATION OF LAW OR OTHERWISE.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNEES. ANY
ASSIGNMENT IN VIOLATION OF THIS SECTION 13.1 WILL BE NULL AND VOID.
13.2
THIS AGREEMENT CONSTITUTES THE ENTIRE AND ONLY AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE LICENSED SUBJECT MATTER AND LICENSED PRODUCTS AND
ALL OTHER PRIOR NEGOTIATIONS; REPRESENTATIONS, AGREEMENTS, AND UNDERSTANDINGS
ARE SUPERSEDED. NO AGREEMENTS ALTERING OR SUPPLEMENTING THE TERMS OF THIS
AGREEMENT MAY BE MADE EXCEPT BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES.
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13.3
ANY NOTICE REQUIRED BY THIS AGREEMENT MUST BE GIVEN BY PREPAID,
FIRST CLASS, CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND ADDRESSED TO:
In the case of SELECT, to:
Select Vaccines Limited
Suite 15, 545 St. Kilda Road
Melbourne 3004 Victoria
Australia
Attention: Martin Soust PhD, Managing Director
Fax: +613 9529 2622
Phone: +613 9529 8788
With a copy to:
Polsinelli Shalton Flanigan Suelthaus PC
180 N. Stetson Avenue
Suite 4525
Chicago, IL 60601
Attn:
Teddy Scott, Ph.D., Esq.
Fax: (312) 819-1910
Or in the case of AVANT to:
Avant Immunotherapeutics, Inc.
119 Fourth Avenue
Needham, MA 02494-2725, U.S.A.
Attn: Timothy Cooke, Ph.D., Chief Operating Officer
Fax: (781) 433-0262
with a copy to:
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Attn:
Stuart M. Cable, Esq.
Fax:
1-617-523-1231
OR OTHER ADDRESSES AS MAY BE GIVEN FROM TIME TO TIME UNDER THE TERMS OF THIS
NOTICE PROVISION.
13.4
EACH PARTY MUST COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS
AND REGULATIONS IN CONNECTION WITH ITS ACTIVITIES PURSUANT TO THIS AGREEMENT.
13.5
EACH PARTY AGREES TO DO AND PERFORM ALL SUCH FURTHER ACTS AND THINGS AND
SHALL EXECUTE AND DELIVER SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS NECESSARY OR THAT THE OTHER PARTY REASONABLY MAY
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DEEM ADVISABLE TO CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT AND TO EVIDENCE, PERFECT OR OTHERWISE CONFIRM ITS RIGHTS HEREUNDER.
13.6
EACH PARTY IS AN INDEPENDENT CONTRACTOR UNDER THIS AGREEMENT.
NOTHING
CONTAINED HEREIN