CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF INOVIO OR ANY
INOVIO INDEMNIFIED PARTY.
10.2.
PROCEDURE.
EACH PARTY SHALL NOTIFY THE OTHER IN THE EVENT IT
BECOMES AWARE OF A CLAIM FOR WHICH INDEMNIFICATION MAY BE SOUGHT HEREUNDER.
IN
CASE ANY PROCEEDING (INCLUDING ANY GOVERNMENTAL INVESTIGATION) SHALL BE
INSTITUTED INVOLVING AN INOVIO INDEMNIFIED PARTY IN RESPECT OF WHICH INDEMNITY
MAY BE SOUGHT PURSUANT TO THIS SECTION 10, INOVIO SHALL NOTIFY IAPL OF THE SAME
IN WRITING.
INOVIO SHALL DETERMINE, IN ITS SOLE DISCRETION, HOW TO RESPOND TO
ANY CLAIMS THAT ARE THE SUBJECT MATTER OF SUCH PROCEEDING.
IAPL SHALL PAY THE
FEES AND EXPENSES OF THE INOVIO INDEMNIFIED PARTY'S OR PARTIES' COUNSEL RELATED
TO SUCH PROCEEDING.
.ALL SUCH FEES AND EXPENSES SHALL BE REIMBURSED AS THEY ARE
INCURRED.
IAPL AGREES TO INDEMNIFY THE INOVIO INDEMNIFIED PARTIES FROM AND
AGAINST ANY LOSS OR LIABILITY BY REASON OF ANY SETTLEMENT OR JUDGMENT IN RESPECT
OF SUCH PROCEEDING.
IAPL SHALL NOT, WITHOUT THE WRITTEN CONSENT OF INOVIO,
EFFECT ANY SETTLEMENT OF ANY PENDING OR THREATENED PROCEEDING IN RESPECT OF
WHICH INOVIO AND/OR AN INOVIO INDEMNIFIED PARTY IS, OR ARISING OUT OF THE SAME
SET OF FACTS COULD HAVE BEEN, A PARTY.
11.
MISCELLANEOUS.
11.1.
ASSIGNMENT.
NEITHER THIS AGREEMENT, NOR ANY RIGHT OR
OBLIGATION HEREUNDER MAY BE ASSIGNED OR DELEGATED, IN WHOLE OR PART, BY IAPL
WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF INOVIO EXCEPT AS EXPRESSLY SET
FORTH BELOW IN THIS SECTION 11.1.
11.2.
FURTHER ACTIONS.
EACH PARTY AGREES TO EXECUTE, ACKNOWLEDGE
AND DELIVER SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH OTHER ACTS, AS MAY BE
NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT OF THE
AGREEMENT.
11.3.
FORCE MAJEURE.
NONPERFORMANCE OF A PARTY UNDER THIS AGREEMENT
(OTHER THAN FOR THE PAYMENT OF MONEY) SHALL BE EXCUSED TO THE EXTENT THAT
PERFORMANCE IS RENDERED IMPOSSIBLE BY STRIKE, FIRE, EARTHQUAKE, FLOOD,
GOVERNMENTAL ACTS OR ORDERS OR RESTRICTIONS, FAILURE OF SUPPLIERS, OR ANY OTHER
REASON WHERE FAILURE TO PERFORM, IS BEYOND THE REASONABLE CONTROL AND NOT CAUSED
BY THE NEGLIGENCE, INTENTIONAL CONDUCT OR MISCONDUCT OF THE NONPERFORMING
PARTY.
THE NONPERFORMING PARTY SHALL NOTIFY THE OTHER PARTY PROMPTLY SHOULD
SUCH CIRCUMSTANCES ARISE, GIVING AN INDICATION OF THE LIKELY EXTENT AND DURATION
THEREOF, AND SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO RESUME PERFORMANCE
OF ITS OBLIGATIONS AS SOON AS PRACTICABLE, PROVIDED, HOWEVER, THAT NEITHER PARTY
SHALL BE REQUIRED TO SETTLE ANY LABOR DISPUTE OR DISTURBANCE.
11.4.
CORRESPONDENCE AND NOTICES.
CORRESPONDENCE, REPORTS,
DOCUMENTATION, AND ANY OTHER COMMUNICATION IN WRITING BETWEEN THE PARTIES
(INCLUDING, WITHOUT LIMITATION, NOTICES OF TERMINATION, FORCE MAJEURE, MATERIAL
BREACH, CHANGE OF ADDRESS) SHALL BE IN WRITING AND DELIVERED
17
BY HAND OR SENT BY NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, PREPAID
REGISTERED OR CERTIFIED AIR MAIL, OR BY FACSIMILE CONFIRMED BY PREPAID FIRST
CLASS, REGISTERED OR CERTIFIED MAIL LETTER, AND SHALL BE DEEMED TO HAVE BEEN
PROPERLY SERVED TO THE ADDRESSEE UPON RECEIPT OF SUCH WRITTEN COMMUNICATION.
All correspondence to IAPL shall be addressed as follows:
Inovio Asia Pte Ltd.