THIS AGREEMENT NOR ANY
INTEREST HEREUNDER MAY BE ASSIGNED OR OTHERWISE TRANSFERRED, NOR, EXCEPT AS
EXPRESSLY PROVIDED HEREUNDER, MAY ANY RIGHT OR OBLIGATIONS 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 BUSINESS
TO WHICH THIS AGREEMENT RELATES (WHETHER BY SALE OF STOCK, SALE OF ASSETS OR
MERGER).
ANY PERMITTED ASSIGNEE WILL ASSUME ALL OBLIGATIONS OF ITS ASSIGNOR
UNDER THE AGREEMENT.
THIS AGREEMENT WILL BE BINDING UPON THE SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES.
ANY ATTEMPTED ASSIGNMENT NOT IN ACCORDANCE
WITH THIS SECTION 14.2 WILL BE VOID. FOR CLARIFICATION, IN NO EVENT WILL ANY
PROPER ASSIGNMENT OR OTHER TRANSFER OF THIS AGREEMENT CAUSE AN INCREASE IN THE
OBLIGATIONS OF THE ASSIGNING PARTY OR ITS SUCCESSOR OR ASSIGN (E.G., NO
INTELLECTUAL PROPERTY RIGHTS OWNED OR CONTROLLED BY SUCH SUCCESSOR OR ASSIGN
SHALL BE LICENSED OR ASSIGNED UNDER THIS AGREEMENT EXCEPT AS EXPRESSLY PROVIDED
FOR IN SECTION3.6).
14.3
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT CONTAINS THE
ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE LICENSE AND DEVELOPMENT
OF PRODUCTS HEREUNDER. ALL EXPRESS OR IMPLIED AGREEMENTS AND UNDERSTANDINGS,
EITHER ORAL OR WRITTEN, HERETOFORE MADE BY THE PARTIES ON THE SAME SUBJECT
MATTER ARE EXPRESSLY SUPERSEDED BY THIS AGREEMENT. THE AGREEMENT MAY BE AMENDED,
OR ANY TERM HEREOF MODIFIED, ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY BOTH
PARTIES HERETO. THIS AGREEMENT SHALL NOT BE
17
DEEMED TO AMEND OR TERMINATE THE FIRST COLLABORATION AGREEMENT, BUT IN THE EVENT
OF ANY CONFLICT RELATED TO A MD PRODUCT OR A BT PRODUCT BETWEEN THIS AGREEMENT
AND THE FIRST COLLABORATION AGREEMENT, THIS AGREEMENT SHALL PREVAIL.
14.4
FORCE MAJEURE.
NEITHER PARTY WILL BE HELD LIABLE OR
RESPONSIBLE TO THE OTHER PARTY NOR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED
THE AGREEMENT FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THE
AGREEMENT WHEN SUCH FAILURE OR DELAY IS CAUSED BY OR RESULTS FROM CAUSES BEYOND
THE REASONABLE CONTROL OF THE AFFECTED PARTY INCLUDING, WITHOUT LIMITATION,
EMBARGOES, ACTS OF WAR (WHETHER WAR BE DECLARED OR NOT), INSURRECTIONS, RIOTS,
CIVIL COMMOTIONS, STRIKES, LOCKOUTS OR OTHER LABOR DISTURBANCES, OR ACTS OF
NATURE. THE AFFECTED PARTY WILL NOTIFY THE OTHER PARTY OF SUCH FORCE MAJEURE
CIRCUMSTANCES AS SOON AS REASONABLY PRACTICAL AND WILL MAKE EVERY REASONABLE
EFFORT TO MITIGATE THE EFFECTS OF SUCH FORCE MAJEURE CIRCUMSTANCES.
14.5
APPLICABLE LAW. THE AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
ITS CONFLICTS OF LAW PRINCIPLES.
14.6
DISPUTE RESOLUTION.
14.6.1
THE PARTIES RECOGNIZE THAT DISPUTES MAY FROM TIME TO
TIME ARISE BETWEEN THE PARTIES DURING THE TERM OF THIS AGREEMENT.
THE PARTIES
AGREE TO FOLLOW THE DISPUTE RESOLUTION MECHANISMS PROVIDED FOR IN SECTIONS 1.1
AND 1.4.
IN THE EVENT THAT SUCH PROCEDURES DO