INVOLVING GENTA
INCORPORATED, IDERA PHARMACEUTICALS, INC. (FORMERLY HYBRIDON, INC.), ISIS
PHARMACEUTICALS, INC. OR ANY OF THEIR AFFILIATES OR (II) A CORPORATE
RESTRUCTURING OR REORGANIZATION IN WHICH SUCH PARTY ASSIGNS ITS RIGHT, TITLE AND
INTEREST UNDER THIS AGREEMENT TO AN AFFILIATE.
ANY ATTEMPTED OR PURPORTED
ASSIGNMENT OR TRANSFER WITHOUT SUCH CONSENT, WHEN REQUIRED UNDER THIS PROVISION,
SHALL BE VOID AND OF NO EFFECT AND SHALL CONSTITUTE A MATERIAL BREACH OF THIS
AGREEMENT.
23.
LATE PAYMENTS.
IN THE EVENT ANY AMOUNTS DUE A PARTY HEREUNDER, INCLUDING BUT NOT LIMITED TO
ROYALTY PAYMENTS, MILESTONE PAYMENTS, FEES AND PATENT COST REIMBURSEMENTS, ARE
NOT RECEIVED WHEN DUE EXCEPT WHEN PREVENTED BY FORCE MAJEURE, THE PAYING PARTY
SHALL PAY TO THE OTHER PARTY INTEREST CHARGES AT A RATE OF TWELVE (12) PERCENT
PER ANNUM OR THE HIGHEST RATE PERMITTED BY LAW IF LESS THAN 12%.
SUCH INTEREST
SHALL BE CALCULATED FROM THE DATE PAYMENT WAS DUE UNTIL ACTUALLY RECEIVED.
21
24.
WAIVER.
IT IS AGREED THAT FAILURE TO ENFORCE ANY PROVISIONS OF THIS AGREEMENT BY A PARTY
SHALL NOT BE DEEMED A WAIVER OF ANY BREACH OR DEFAULT HEREUNDER BY THE OTHER
PARTY.
IT IS FURTHER AGREED THAT NO EXPRESS WAIVER BY EITHER PARTY HERETO OF
ANY BREACH OR DEFAULT OF ANY OF THE COVENANTS OR AGREEMENTS HEREIN SET FORTH
SHALL BE DEEMED A WAIVER AS TO ANY SUBSEQUENT AND/OR SIMILAR BREACH OR DEFAULT.
25.
GOVERNING LAW.
THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS, BUT THE
SCOPE AND VALIDITY OF ANY PATENT OR PATENT APPLICATION SHALL BE GOVERNED BY THE
APPLICABLE LAWS OF THE COUNTRY OF SUCH PATENT OR PATENT APPLICATION.
26.
EXPORT CONTROL LAWS.
EACH PARTY SHALL OBSERVE ALL APPLICABLE UNITED STATES AND FOREIGN LAWS WITH
RESPECT TO THE TRANSFER OF LICENSED PRODUCTS AND RELATED TECHNICAL DATA TO
FOREIGN COUNTRIES, INCLUDING THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS
(ITAR) AND THE EXPORT ADMINISTRATION REGULATIONS.
27.
CONFIDENTIALITY
27.1
NONDISCLOSURE AND NON-USE.
EACH PARTY SHALL KEEP ALL CONFIDENTIAL
INFORMATION OF THE OTHER PARTY SUPPLIED TO OR LEARNED BY IT IN THE STRICTEST
CONFIDENCE AND SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION TO AN
UNAUTHORIZED PARTY.
EACH PARTY SHALL TAKE PROPER AND APPROPRIATE STEPS TO
PROTECT SUCH CONFIDENTIAL INFORMATION RECEIVED OR LEARNED BY IT AND ITS
PERSONNEL, AND SHALL USE NO LESS THAN A REASONABLE STANDARD OF CARE TO PROTECT
SUCH CONFIDENTIAL INFORMATION.
EACH PARTY SHALL LIMIT DISCLOSURE AND ACCESS TO
SUCH CONFIDENTIAL INFORMATION TO ONLY THOSE OF ITS PERSONNEL WHO ARE DIRECTLY
INVOLVED WITH THE PARTY'S ACTIVITIES UNDER THIS AGREEMENT.
EACH PARTY SHALL
ENSURE THAT ITS PERSONNEL PERFORMING SERVICES UNDER THIS AGREEMENT OR ANY
STATEMENT OF WORK OR HAVING ACCESS TO CONFIDENTIAL INFORMATION OF THE OTHER
PARTY SHALL PRESERVE THE CONFIDENTIAL NATURE OF SUCH CONFIDENTIAL INFORMATION,
AND SHALL BE PRIMARILY LIABLE FOR ANY BREACHES OF THE OBLIGATIONS OF THIS
SECTION 27 BY ITS PERSONNEL.
EACH PARTY WILL USE ALL CONFIDENTIAL INFORMATION
OF THE OTHER PARTY ONLY IN CONNECTION WITH THE