(FOR THE TIME PERIOD SPECIFIED THEREIN), 7.3, 8.5,
9.1-9.7, 10, 11.2-11.5 (SOLELY AS TO ACTIVITIES CONDUCTED DURING THE TERM OF THE
AGREEMENT, 11.6, AND 12 SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
(L)
EXERCISING THE REMEDY OF TERMINATION SHALL NOT (A) RELEASE ANY PARTY
FROM ANY OBLIGATION THAT HAS ACCRUED PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION (INCLUDING THE OBLIGATION TO PAY AMOUNTS ACCRUED AND DUE UNDER THIS
AGREEMENT PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION BUT THAT ARE UNPAID OR
BECOME PAYABLE THEREAFTER), (B) PRECLUDE THE TERMINATING PARTY FROM EXERCISING
ANY OTHER OF THOSE REMEDIES TO WHICH IT MAY BE ENTITLED UNDER THIS AGREEMENT OR
APPLICABLE LAW, OR (C) TERMINATE ANY RIGHT TO OBTAIN PERFORMANCE OF ANY
OBLIGATION PROVIDED FOR IN THIS AGREEMENT THAT SHALL SURVIVE TERMINATION.
8.6
ALTERNATIVE REMEDIES.
FOR CLARITY, IF A PARTY MATERIALLY BREACHES
THIS AGREEMENT AND THE OTHER PARTY DOES NOT TERMINATE THE AGREEMENT UNDER
SECTIONS 8.2 OR 8.3, SUCH OTHER PARTY RETAINS ALL RIGHTS TO SEEK REMEDIES
AVAILABLE TO IT UNDER LAW OR IN EQUITY FOR SUCH MATERIAL BREACH BY EXERCISING
ITS RIGHTS UNDER ARTICLE 9.
33
Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
ARTICLE 9
DISPUTE RESOLUTION
9.1
EXCLUSIVE DISPUTE RESOLUTION MECHANISM.
IN THE EVENT THAT THE
PARTIES CANNOT REACH AGREEMENT ON A MATTER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT (INCLUDING WITHOUT LIMITATION MATTERS RELATING TO ANY PARTY'S
RIGHTS AND/OR OBLIGATIONS HEREUNDER AND/OR REGARDING THE CONSTRUCTION,
INTERPRETATION AND ENFORCEABILITY OF SUCH AGREEMENTS), THE PROCEDURES SET FORTH
IN THIS ARTICLE 9 SHALL BE THE EXCLUSIVE MECHANISM FOR RESOLVING ANY DISPUTE,
CONTROVERSY, OR CLAIM (COLLECTIVELY, "DISPUTES") BETWEEN THE PARTIES THAT MAY
ARISE FROM TIME TO TIME THAT CANNOT BE RESOLVED THROUGH GOOD FAITH NEGOTIATION
BETWEEN THE PARTIES.
9.2
RESOLUTION BY EXECUTIVE OFFICERS.
IN THE EVENT OF ANY DISPUTE
BETWEEN THE PARTIES IN CONNECTION WITH THIS AGREEMENT, THE CONSTRUCTION HEREOF,
OR THE RIGHTS, DUTIES OR LIABILITIES OF EITHER PARTY UNDER THIS AGREEMENT, THE
PARTIES SHALL FIRST ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE BY NEGOTIATION
AND CONSULTATION BETWEEN THEMSELVES.
IN THE EVENT THAT SUCH DISPUTE IS NOT
RESOLVED ON AN INFORMAL BASIS WITHIN TEN (10) BUSINESS DAYS AFTER ONE PARTY
PROVIDES NOTICE TO THE OTHER PARTY OF SUCH DISPUTE, EITHER PARTY MAY, BY WRITTEN
NOTICE TO THE OTHER PARTY, REFER SUCH DISPUTE TO THE OTHER PARTY FOR ATTEMPTED
RESOLUTION BY GOOD FAITH NEGOTIATION WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE
IS RECEIVED.
SUCH DISPUTES SHALL BE REFERRED TO THE EXECUTIVE OFFICERS FOR
ATTEMPTED RESOLUTION.
IN THE EVENT THAT ANY DISPUTE IS NOT RESOLVED UNDER THE
FOREGOING PROVISIONS, EACH PARTY MAY, AT ITS SOLE DISCRETION, SEEK RESOLUTION OF
SUCH DISPUTE IN ACCORDANCE WITH SECTION 9.3 AND, IF APPLICABLE, SECTION 9.4.
9.3
MEDIATION.
ANY DISPUTE THAT HAS NOT BEEN RESOLVED WITHIN SIXTY
(60) DAYS AFTER BEING REFERRED TO THE SENIOR EXECUTIVES PURSUANT TO SECTION 9.2
SHALL BE REFERRED TO MEDIATION BEFORE A MEDIATOR THAT IS MUTUALLY ACCEPTABLE TO