OTHER DISPUTE OR CLAIM ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT, THE
PARTIES SHALL ATTEMPT BY GOOD FAITH NEGOTIATIONS TO RESOLVE SUCH DISPUTE OR
CLAIM BETWEEN THEM BY REFERENCE TO THE PRESIDENTS, WHO SHALL NEGOTIATE IN GOOD
FAITH DURING A PERIOD OF NOT LESS THAN SIXTY (60) DAYS TO RESOLVE SUCH MATTER,
DISPUTE OR CLAIM.
IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE SUCH DISPUTE
OR CLAIM WITHIN THE REQUIRED TIME, THE DISPUTE SHALL BE SETTLED BY BINDING
ARBITRATION, IN ACCORDANCE WITH THE CENTER FOR PUBLIC RESOURCES RULES FOR
NON-ADMINISTERED ARBITRATION OF BUSINESS DISPUTES, BY THREE ARBITRATORS, NONE OF
WHOM SHALL BE APPOINTED BY PARTIES.
THE ARBITRATORS SHALL BE SELECTED FROM THE
CPR PANELS OF DISTINGUISHED NEUTRALS AND SHALL BE ATTORNEYS WITH AT LEAST
FIFTEEN (15) YEARS EXPERIENCE IN COMMERCIAL LAW.
THE ARBITRATION SHALL BE
GOVERNED BY THE UNITED STATES ARBITRATION ACT, 9 U.S.C. §§ 1-16, AND JUDGMENT
UPON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION THEREOF.
THE PLACE OF ARBITRATION SHALL BE NEW YORK, NEW YORK.
19.3.
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF EITHER LB OR IMCLONE
TO EXERCISE OR ENFORCE ANY RIGHTS CONFERRED ON IT BY THE AGREEMENT SHALL BE
CONSTRUED OR OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE OR FURTHER EXERCISE THEREOF OPERATE SO
AS TO BAR THE EXERCISE OR ENFORCEMENT THEREOF AT ANY TIME OR TIMES THEREAFTER.
[*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
44
19.4.
SEVERABILITY.
THE ILLEGALITY OR INVALIDITY OF ANY PROVISION (OR
ANY PART THEREOF) OF THIS AGREEMENT SHALL NOT AFFECT THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF THE REMAINDER OF ITS PROVISIONS OR THE OTHER PARTS OF SUCH
PROVISION, AS THE CASE MAY BE.
20.
MISCELLANEOUS.
20.1.
ASSIGNMENT.
NEITHER PARTY SHALL BE ENTITLED TO ASSIGN THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED, EXCEPT THAT BOTH PARTIES SHALL BE
ENTITLED WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER TO ASSIGN THIS AGREEMENT
TO AN AFFILIATE OR TO ANY JOINT VENTURE COMPANY OF WHICH THAT PARTY IS THE
BENEFICIAL OWNER OF MORE THAN FIFTY PER CENT (50%) OF THE ISSUED VOTING SHARE
CAPITAL THEREOF OR TO ANY COMPANY TO WHICH THAT PARTY MAY TRANSFER SUBSTANTIALLY
ALL OF ITS ASSETS PROVIDED THAT IMCLONE MAY ASSIGN THIS AGREEMENT TO BMS (OR ONE
OF ITS SUBSIDIARIES) OR ANY OTHER COMMERCIAL PARTNER OF IMCLONE FOR ANY SUCH
PRODUCT WITHOUT SUCH CONSENT.
ANY ASSIGNMENT NOT PERMITTED BY THIS SECTION 20.1
SHALL BE VOID AND OF NO EFFECT WHATSOEVER.
20.2.
PUBLICITY.
THE TEXT OF ANY PRESS RELEASE OR OTHER COMMUNICATION TO
BE PUBLISHED BY OR IN THE MEDIA CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT
SHALL REQUIRE THE PRIOR WRITTEN APPROVAL OF LB AND IMCLONE.
20.3.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE