ENFORCEMENT, BREACH OR
TERMINATION OF THIS AGREEMENT AND ANY REMEDIES RELATING THERETO, SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
76
SUBSTANTIVE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF NEW YORK, AS
APPLIED TO AGREEMENTS EXECUTED AND PERFORMED ENTIRELY IN THE STATE OF NEW YORK
BY RESIDENTS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
RULES.
ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE SUBMITTED TO A STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT.
14.4.
EQUITABLE REMEDIES; INJUNCTIVE RELIEF. NOTHING IN THIS ARTICLE 14 SHALL
PROHIBIT EITHER PARTY FROM SEEKING OR OBTAINING ANY EQUITABLE REMEDY, INCLUDING,
BUT NOT LIMITED TO, INJUNCTIVE RELIEF, FROM A COURT OR GOVERNMENT AGENCY OF
COMPETENT JURISDICTION.
14.5.
[*] IF A DISPUTE IS SUBMITTED TO ARBITRATION IN ACCORDANCE WITH SECTION
14.2 IN CONNECTION WITH ANY ALLEGED BREACH OF THIS AGREEMENT BY [*], PROVIDED
HOWEVER, [*] PURSUANT TO THIS AGREEMENT [*] THAT RELATES TO SUCH DISPUTE. [*]
AFTER SUCH DISPUTE IS SUBMITTED TO ARBITRATION [*] FINAL DETERMINATION OF THE
ARBITRATION OR UPON MUTUAL AGREEMENT OF CUBIST AND CHIRON.
14.6.
INTEREST. ALL AMOUNTS OWED BY EITHER PARTY TO THE OTHER PARTY IN
CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR THE SUPPLY AGREEMENT SHALL BEAR
INTEREST AT THE RATE STIPULATED IN SECTION 7.10 HEREOF FOR LATE PAYMENTS.
ARTICLE 15.
MISCELLANEOUS
15.1.
ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT, INCLUDING THE EXHIBITS
HERETO, SETS FORTH THE COMPLETE, FINAL AND EXCLUSIVE AGREEMENT AND ALL THE
COVENANTS, PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS AND
UNDERSTANDINGS BETWEEN THE PARTIES HERETO AND SUPERSEDES AND TERMINATES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES.
THERE ARE NO
COVENANTS, PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS OR
UNDERSTANDINGS, EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES OTHER THAN AS ARE
SET FORTH HEREIN AND THEREIN.
NO SUBSEQUENT ALTERATION, AMENDMENT, CHANGE OR
ADDITION TO THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES UNLESS REDUCED TO
WRITING AND SIGNED BY AN AUTHORIZED OFFICER OF EACH PARTY.
15.2.
FORCE MAJEURE. BOTH PARTIES SHALL BE EXCUSED FROM THE PERFORMANCE OF
THEIR OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH PERFORMANCE IS
PREVENTED BY FORCE MAJEURE AND THE NONPERFORMING PARTY PROMPTLY PROVIDES NOTICE
OF THE PREVENTION TO THE OTHER PARTY.
SUCH EXCUSE SHALL BE CONTINUED SO LONG AS
THE CONDITION CONSTITUTING FORCE MAJEURE CONTINUES AND THE NONPERFORMING PARTY
USES REASONABLE EFFORTS TO REMOVE THE CONDITION.
FOR PURPOSES OF THIS
AGREEMENT, FORCE MAJEURE SHALL INCLUDE CONDITIONS BEYOND THE CONTROL OF THE
PARTIES, SUCH AS AN ACT OF GOD, VOLUNTARY OR INVOLUNTARY COMPLIANCE WITH ANY
REGULATION, LAW OR ORDER OF ANY GOVERNMENT, WAR, AN ACT OF TERRORISM, CIVIL
COMMOTION, LABOR STRIKE OR LOCK-OUT, EPIDEMIC, FAILURE OR DEFAULT OF PUBLIC
UTILITIES OR COMMON CARRIERS, DESTRUCTION OF PRODUCTION FACILITIES OR MATERIALS
BY FIRE, EARTHQUAKE, STORM OR LIKE CATASTROPHE; PROVIDED, HOWEVER, THE PAYMENT
OF INVOICES DUE AND OWING HEREUNDER SHALL NOT BE DELAYED BY THE PAYER BECAUSE OF
A