APPLICATION OF PRINCIPLES OF CONFLICTS OF
LAW.
13.4
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
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13.5
HEADINGS.
SECTION AND SUBSECTION HEADINGS ARE
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND DO NOT FORM A PART OF THIS
AGREEMENT.
13.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL AND BOTH OF WHICH, TOGETHER, SHALL CONSTITUTE A SINGLE AGREEMENT.
13.7
AMENDMENT; WAIVER.
THIS AGREEMENT MAY BE
AMENDED, MODIFIED, SUPERSEDED OR CANCELED, AND ANY OF THE TERMS OF THIS
AGREEMENT MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT EXECUTED BY EACH PARTY OR,
IN THE CASE OF WAIVER, BY THE PARTY OR PARTIES WAIVING COMPLIANCE.
THE DELAY OR
FAILURE OF EITHER PARTY AT ANY TIME OR TIMES TO REQUIRE PERFORMANCE OF ANY
PROVISIONS SHALL IN NO MANNER AFFECT THE RIGHTS AT A LATER TIME TO ENFORCE THE
SAME.
NO WAIVER BY EITHER PARTY OF ANY CONDITION OR OF THE BREACH OF ANY TERM
CONTAINED IN THIS AGREEMENT, WHETHER BY CONDUCT, OR OTHERWISE, IN ANY ONE OR
MORE INSTANCES, SHALL BE DEEMED TO BE, OR CONSIDERED AS, A FURTHER OR CONTINUING
WAIVER OF ANY SUCH CONDITION OR OF THE BREACH OF SUCH TERM OR ANY OTHER TERM OF
THIS AGREEMENT.
13.8
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS SET
FORTH IN SECTIONS 12.1, 12.2 AND 12.3, NO THIRD PARTY (INCLUDING, WITHOUT
LIMITATION, EMPLOYEES OF EITHER PARTY) SHALL HAVE OR ACQUIRE ANY RIGHTS BY
REASON OF THIS AGREEMENT.
13.9
PURPOSES AND SCOPE.
THE PARTIES HERETO
UNDERSTAND AND AGREE THAT THIS COLLABORATION IS LIMITED TO THE ACTIVITIES,
RIGHTS AND OBLIGATIONS AS SET FORTH IN THIS AGREEMENT.
NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED (A) TO CREATE OR IMPLY A GENERAL PARTNERSHIP
BETWEEN THE PARTIES, (B) TO MAKE EITHER PARTY THE AGENT OF THE OTHER FOR ANY
PURPOSE, (C) TO ALTER, AMEND, SUPERSEDE OR VITIATE ANY OTHER ARRANGEMENTS
BETWEEN THE PARTIES WITH RESPECT TO ANY SUBJECT MATTERS NOT COVERED HEREUNDER,
(D) TO GIVE EITHER PARTY THE RIGHT TO BIND THE OTHER, (E) TO CREATE ANY DUTIES
OR OBLIGATIONS BETWEEN THE PARTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN, OR
(F) TO GRANT ANY DIRECT OR IMPLIED LICENSES OR ANY OTHER RIGHT OTHER THAN AS
EXPRESSLY SET FORTH HEREIN.
13.10
ASSIGNMENT AND SUCCESSORS.
NEITHER THIS AGREEMENT NOR
ANY OBLIGATION OF A PARTY HEREUNDER MAY BE ASSIGNED BY EITHER PARTY WITHOUT THE
CONSENT OF THE OTHER WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH
PARTY MAY ASSIGN THIS AGREEMENT AND THE RIGHTS,
80
OBLIGATIONS AND INTERESTS OF SUCH PARTY, IN WHOLE OR IN PART, TO ANY OF ITS
AFFILIATES, TO ANY PURCHASER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO WHICH THIS AGREEMENT RELATES OR TO ANY
SUCCESSOR CORPORATION RESULTING FROM ANY MERGER, CONSOLIDATION, SHARE EXCHANGE
OR OTHER SIMILAR TRANSACTION.
13.11
FORCE MAJEURE.
NEITHER DS NOR ARQULE SHALL BE