TERMINATION DATE.
NOTWITHSTANDING THE FOREGOING, THE EXPIRATION OR TERMINATION OF THIS AGREEMENT
BY EITHER PARTY WILL NOT AFFECT THE RIGHTS AND OBLIGATIONS OF THE PARTIES
ACCRUED PRIOR TO THE DATE OF SUCH EXPIRATION OR EARLIER TERMINATION SHALL
SURVIVE.
SPECIFICALLY, ARTICLES 2, 4, 7, 8, 11 AND 12 AND SECTIONS 3.6, 5.3,
5.4 AND 10.3 AND ALL OTHER RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WHICH BY
THEIR NATURE SHOULD SURVIVE WILL SURVIVE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
LICENSE RIGHTS DESCRIBED IN SECTIONS 5.1, 5.2 AND 5.5, GRANTED TO
INTERLEUKIN TO ENABLE CONDUCT OF THE STUDY, SHALL EXPIRE UPON TERMINATION.
ARTICLE 11 - GENERAL PROVISIONS
11.1
NATURE OF RELATIONSHIP.
THE PARTIES WILL PERFORM ALL THE WORK
UNDER THIS AGREEMENT AS INDEPENDENT CONTRACTORS.
THE PARTIES ARE NOT AGENTS,
EMPLOYEES, PARTNERS, REPRESENTATIVES OR JOINT VENTURERS.
NOTHING IN THIS
AGREEMENT WILL BE CONSTRUED TO GIVE EITHER PARTY THE POWER OR AUTHORITY TO ACT
OR MAKE REPRESENTATIONS FOR, OR ON BEHALF OF, OR TO BIND OR COMMIT THE OTHER
PARTY.
11.2
PUBLICITY.
EXCEPT AS PERMITTED UNDER 8.3 ABOVE, NEITHER PARTY WILL
USE THE NAME OF THE OTHER IN CONNECTION WITH ANY PRODUCTS, PROMOTION, OR
ADVERTISING WITHOUT THE PRIOR PERMISSION OF THE OTHER PARTY IN WRITING.
11.3
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH, AND ALL THE RIGHTS, POWERS AND LIABILITIES OF THE PARTIES HEREUNDER WILL
BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW RULES.
11.4
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
AND UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDES AND MERGES ALL PRIOR DISCUSSIONS AND AGREEMENTS BETWEEN
THEM PRIOR TO THE EFFECTIVE DATE.
11.5
MODIFICATIONS AND AMENDMENTS.
NO MODIFICATION OR AMENDMENT TO THIS
AGREEMENT NOR ANY WAIVER OF ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WILL
BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY REPRESENTATIVES OF GEISINGER AND
INTERLEUKIN.
11.6
ASSIGNMENT.
NEITHER GEISINGER NOR INTERLEUKIN MAY ASSIGN ANY
RIGHTS OR DELEGATE ANY DUTIES UNDER THIS AGREEMENT WITHOUT THE OTHER PARTY'S
PRIOR WRITTEN CONSENT, NOT TO BE UNREASONABLY WITHHELD, AND ANY ATTEMPT TO
ASSIGN OR DELEGATE SUCH RIGHTS OR DUTIES WITHOUT THAT CONSENT WILL BE VOID;
PROVIDED, HOWEVER, THAT GEISINGER MAY, WITHOUT SUCH CONSENT, ASSIGN ANY RIGHTS
AND OBLIGATIONS HEREUNDER TO ANY AFFILIATE OR IN CONNECTION WITH THE TRANSFER OR
SALE OF ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS RELATING TO THE SUBJECT
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
18
MATTER HEREUNDER, OR IN THE EVENT OF ITS MERGER OR CONSOLIDATION OR CHANGE IN
CONTROL OR SIMILAR TRANSACTION.
ANY PERMITTED ASSIGNEE WILL ASSUME ALL
OBLIGATIONS OF ITS ASSIGNOR UNDER THE CORRESPONDING ASSIGNMENT.
11.7
INSURANCE.
INTERLEUKIN SHALL MAINTAIN LIABILITY INSURANCE, OR A
WELL-MAINTAINED PROGRAM OF SELF INSURANCE (WITH ADEQUATE, REASONABLE RESERVES),
WITH RESPECT TO THE WORK IT IS PERFORMING UNDER THE PROTOCOL IN