IS DECLARED OR
NOT), INSURRECTIONS, RIOTS, CIVIL COMMOTIONS, STRIKES, LOCKOUTS OR OTHER LABOR
DISTURBANCES, ACTS OF GOD OR ACTS, OMISSIONS OR DELAYS IN ACTING BY ANY
GOVERNMENTAL AUTHORITY OR THE OTHER PARTY; PROVIDED, HOWEVER, THAT THE PARTY SO
AFFECTED SHALL USE COMMERCIALLY REASONABLE AND DILIGENT EFFORTS TO AVOID OR
REMOVE SUCH CAUSES OF NON-PERFORMANCE, AND SHALL CONTINUE PERFORMANCE HEREUNDER
WITH REASONABLE DISPATCH WHEREVER SUCH CAUSES ARE REMOVED.
EACH PARTY SHALL
PROVIDE THE OTHER PARTIES WITH PROMPT WRITTEN NOTICE OF ANY DELAY OR FAILURE TO
PERFORM THAT OCCURS BY REASON OF FORCE MAJEURE. THE PARTIES SHALL MUTUALLY SEEK
A RESOLUTION OF THE DELAY OR THE FAILURE TO PERFORM IN GOOD FAITH.
14.6
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED OR
OTHERWISE TRANSFERRED BY ANY PARTY WITHOUT THE CONSENT OF THE OTHER PARTIES;
PROVIDED, HOWEVER, THAT EITHER BIOMARIN OR GENZYME MAY, WITHOUT SUCH CONSENT,
ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (A) IN CONNECTION WITH A
CORPORATE REORGANIZATION, TO ANY MEMBER OF AN AFFILIATED GROUP, ALL OR
SUBSTANTIALLY ALL OF THE EQUITY INTEREST OF WHICH IS OWNED AND CONTROLLED BY
SUCH PARTY OR ITS DIRECT OR INDIRECT PARENT CORPORATION OR (B) IN CONNECTION
WITH A MERGER, CONSOLIDATION OR SALE OF SUBSTANTIALLY ALL OF SUCH PARTY'S ASSETS
TO AN UNRELATED THIRD PARTY; PROVIDED, HOWEVER, THAT SUCH PARTY'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE ASSUMED BY ITS SUCCESSOR IN INTEREST
IN ANY SUCH TRANSACTION AND SHALL NOT BE TRANSFERRED SEPARATE FROM ALL OR
SUBSTANTIALLY ALL OF ITS OTHER BUSINESS ASSETS, INCLUDING WITHOUT LIMITATION
THOSE BUSINESS ASSETS THAT ARE THE SUBJECT OF THIS AGREEMENT AND THE
MANUFACTURING, MARKETING AND SALES AGREEMENT.
ANY PERMITTED ASSIGNEE SHALL
ASSUME ALL OBLIGATIONS OF ITS ASSIGNOR UNDER THIS AGREEMENT; ACCORDINGLY, ALL
REFERENCES HEREIN TO THE ASSIGNING PARTY SHALL BE DEEMED REFERENCES TO THE
ASSIGNEE TO WHOM THE AGREEMENT IS SO ASSIGNED.
ANY PURPORTED ASSIGNMENT IN
VIOLATION OF THIS SECTION 14.6 SHALL BE VOID.
14.7
SEVERABILITY.
EACH PARTY HEREBY AGREES THAT IT DOES
NOT INTEND TO VIOLATE ANY PUBLIC POLICY, STATUTORY OR COMMON LAWS, RULES,
REGULATIONS, TREATY OR DECISION OF ANY GOVERNMENT AGENCY OR EXECUTIVE BODY
THEREOF OF ANY COUNTRY OR COMMUNITY OR ASSOCIATION OF COUNTRIES.
SHOULD ONE OR
MORE PROVISIONS OF THIS AGREEMENT BE OR BECOME INVALID, THE PARTIES HERETO SHALL
SUBSTITUTE, BY MUTUAL CONSENT, VALID PROVISIONS FOR SUCH INVALID PROVISIONS
WHICH VALID PROVISIONS IN THEIR ECONOMIC EFFECT ARE SUFFICIENTLY SIMILAR TO THE
INVALID PROVISIONS THAT IT CAN BE REASONABLY ASSUMED THAT THE PARTIES WOULD HAVE
ENTERED INTO THIS AGREEMENT WITH SUCH VALID PROVISIONS.
IN CASE SUCH VALID
PROVISIONS CANNOT BE AGREED UPON, THE INVALIDITY OF ONE OR SEVERAL PROVISIONS OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OF THIS AGREEMENT AS A WHOLE,
UNLESS THE INVALID PROVISIONS ARE OF SUCH ESSENTIAL IMPORTANCE TO THIS AGREEMENT
THAT IT IS TO BE REASONABLY ASSUMED THAT THE PARTIES WOULD NOT HAVE ENTERED INTO
THIS AGREEMENT WITHOUT THE INVALID PROVISIONS.
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this