CONSEQUENTIAL (INCLUDING LOST PROFITS) OR
PUNITIVE DAMAGES, HOWEVER CAUSED OR UPON ANY THEORY OF LIABILITY (INCLUDING A
PARTY'S OWN NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (OR THE
NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY'S EMPLOYEES,
AGENTS CONTRACTORS OR SUBCONTRACTORS)).
NOTHING IN THIS SECTION IS INTENDED TO
LIMIT OR RESTRICT INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER
THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
15.3
INSURANCE.
THE PARTIES WILL EACH, THROUGHOUT THE
TERM OF THIS AGREEMENT, MAINTAIN AT ITS OWN COST AND EXPENSE FROM A QUALIFIED
INSURANCE COMPANY, COMPREHENSIVE GENERAL LIABILITY INSURANCE AND PRODUCT
LIABILITY INSURANCE IN AN AMOUNT THAT IS CUSTOMARY IN THE PHARMACEUTICAL AND
DEVICE INDUSTRIES.
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE
BINDING UPON AND WILL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED OR
OTHERWISE TRANSFERRED, NOR, EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, MAY ANY
RIGHT OR OBLIGATION HEREUNDER BE ASSIGNED OR TRANSFERRED BY EITHER PARTY WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT EITHER
PARTY MAY, WITHOUT SUCH CONSENT, ASSIGN THE AGREEMENT AND ITS RIGHTS AND
OBLIGATIONS HEREUNDER TO AN AFFILIATE OR IN CONNECTION WITH THE TRANSFER OR SALE
OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR BUSINESS TO WHICH THIS AGREEMENT
RELATES, OR IN THE EVENT OF ITS MERGER OR CONSOLIDATION OR CHANGE IN CONTROL OR
SIMILAR TRANSACTION.
IN THE EVENT OF SUCH TRANSACTION, HOWEVER, INTELLECTUAL
PROPERTY RIGHTS OF THE ACQUIRING PARTY TO SUCH TRANSACTION (IF OTHER THAN ONE OF
THE PARTIES TO THIS AGREEMENT) SHALL NOT BE INCLUDED IN ANY
33
TECHNOLOGY LICENSED HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS
AND PERMITTED ASSIGNS OF THE PARTIES. ANY ATTEMPTED ASSIGNMENT NOT IN ACCORDANCE
WITH THIS SECTION 16.1 WILL BE VOID.
16.2
NOTICES.
UNLESS OTHERWISE STATED IN THIS AGREEMENT
AS TO THE METHOD OF DELIVERY, ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER WILL BE AS SET FORTH IN SECTION 14.6 OF THE
COLLABORATION AGREEMENT.
16.3
WAIVER.
ANY TERM OR PROVISION OF THIS AGREEMENT MAY
BE WAIVED AT ANY TIME BY THE PARTY ENTITLED TO THE BENEFIT THEREOF ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY SUCH PARTY.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT NO DELAY ON THE PART OF LILLY OR AMYLIN IN EXERCISING ANY RIGHT, POWER
OR PRIVILEGE HEREUNDER WILL OPERATE AS A WAIVER THEREOF, NOR WILL ANY WAIVER ON
THE PART OF EITHER LILLY OR AMYLIN OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
OPERATE AS A WAIVER OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER NOR WILL
ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, POWER OR PRIVILEGE HEREUNDER
16.4
ENTIRE AGREEMENT.
THIS AGREEMENT, THE COLLABORATION
AGREEMENT AND RELATED AGREEMENTS, EACH OF THEIR APPENDICES, EXHIBITS, SCHEDULES
AND CERTIFICATES, AND ALL DOCUMENTS