ATTRIBUTABLE TO ISIS' NEGLIGENCE), USE, HANDLING, STORAGE, SALE OR OTHER
DISPOSITION OF AN ALICAFORSEN PRODUCT OR OTHER COMPOUND THAT IS DEVELOPED OR
SOLD BY ATLANTIC, ITS AFFILIATES, AGENTS OR SUBLICENSEES, EXCEPT TO THE EXTENT
ISIS HAS AN OBLIGATION TO INDEMNIFY ATLANTIC UNDER SECTION 12.2 BELOW.
SECTION 12.2
INDEMNIFICATION OF ATLANTIC.
ISIS WILL INDEMNIFY ATLANTIC,
ITS AFFILIATES, AND ITS SUBLICENSEES, AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS, AND DEFEND AND HOLD EACH OF THEM HARMLESS, FROM
AND AGAINST ANY AND ALL LOSSES ARISING FROM OR OCCURRING AS A RESULT OF OR IN
CONNECTION WITH (A) THE BREACH OF ANY OF ISIS' REPRESENTATIONS, WARRANTIES, OR
COVENANTS CONTAINED IN ARTICLE 13 BELOW, OR (B) WHETHER OR NOT NEGLIGENCE IS
FOUND OR ALLEGED, THE MANUFACTURE, USE, HANDLING, STORAGE, SALE OR OTHER
DISPOSITION OF A COMPOUND THAT IS DEVELOPED OR SOLD BY ISIS, ITS AFFILIATES,
AGENTS OR SUBLICENSEES, EXCEPT TO THE EXTENT ATLANTIC HAS AN OBLIGATION TO
INDEMNIFY ISIS UNDER SECTION 12.1 ABOVE.
SECTION 12.3
INSURANCE.
EACH PARTY WILL HAVE AND MAINTAIN SUCH TYPES
AND AMOUNTS OF LIABILITY INSURANCE AS IS REASONABLE AND CUSTOMARY IN THE
INDUSTRY GENERALLY FOR PARTIES SIMILARLY SITUATED, AND WILL UPON REQUEST PROVIDE
THE OTHER WITH A CERTIFICATE OF INSURANCE.
EACH PARTY WILL PROMPTLY NOTIFY THE
OTHER OF ANY MATERIAL CHANGE IN INSURANCE COVERAGE OR LAPSE IN COVERAGE IN THAT
REGARD.
SECTION 12.4
LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER IN
CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS,
DAMAGE, COSTS OR EXPENSES OF ANY NATURE WHATSOEVER INCURRED OR SUFFERED BY THE
OTHER OR ITS AFFILIATES:
12.4.1
OF A DIRECT NATURE WHERE THE SAME IS A LOSS OF TURNOVER, PROFITS,
BUSINESS OR GOODWILL; OR
12.4.2
OF AN INDIRECT OR CONSEQUENTIAL OR PUNITIVE NATURE, INCLUDING ANY
INDIRECT OR CONSEQUENTIAL ECONOMIC LOSS OR OTHER INDIRECT OR CONSEQUENTIAL LOSS
OF TURNOVER, PROFITS, LOSS OF ENTERPRISE VALUE, BUSINESS OR GOODWILL OR
OTHERWISE.
19
ARTICLE 13 -
REPRESENTATIONS AND WARRANTIES
SECTION 13.1
REPRESENTATIONS, WARRANTIES AND COVENANTS.
EACH PARTY
HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE OTHER PARTY AS OF THE
RESTATEMENT DATE AS FOLLOWS:
SECTION 13.2
CORPORATE AUTHORITY.
SUCH PARTY (A) HAS THE POWER AND
AUTHORITY AND THE LEGAL RIGHT TO ENTER INTO THIS AGREEMENT AND PERFORM ITS
OBLIGATIONS HEREUNDER, AND (B) HAS TAKEN ALL NECESSARY ACTION ON ITS PART
REQUIRED TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED ON BEHALF OF SUCH PARTY AND CONSTITUTES A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH PARTY AND IS ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF GENERAL
APPLICATION AFFECTING THE ENFORCEMENT OF CREDITOR RIGHTS AND JUDICIAL PRINCIPLES
AFFECTING THE AVAILABILITY OF SPECIFIC PERFORMANCE AND GENERAL PRINCIPLES OF
EQUITY, WHETHER ENFORCEABILITY IS CONSIDERED A PROCEEDING AT LAW OR EQUITY.
SECTION 13.3
CONSENTS, APPROVALS, ETC.
ALL NECESSARY CONSENTS,
APPROVALS AND AUTHORIZATIONS OF ALL REGULATORY AUTHORITIES AND OTHER PARTIES
REQUIRED TO BE OBTAINED