CLAIMANT A RELEASE FROM ALL LIABILITY WITH RESPECT TO THAT THIRD
PARTY CLAIM.
WHETHER OR NOT THE INDEMNITOR HAS ASSUMED THE DEFENSE OF A THIRD
PARTY CLAIM, THE CLAIMANT WILL NOT ADMIT ANY LIABILITY WITH RESPECT TO, OR
SETTLE, COMPROMISE OR DISCHARGE, THAT THIRD PARTY CLAIM FOR WHICH
INDEMNIFICATION IS SOUGHT HEREUNDER WITHOUT THE INDEMNITOR'S PRIOR WRITTEN
CONSENT.
14.5
LIMITATION OF LIABILITY.
EXCEPT FOR ANY BREACH OF
THE OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 11.5, UNDER NO
CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY
PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY FOR ANY LOSS OF PROFITS, SPECIAL,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT
OF OR RELATED TO THIS AGREEMENT HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY
(INCLUDING NEGLIGENCE), WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
14.6
MEANING OF INDEMNIFIABLE LOSS.
FOR PURPOSES OF THIS
ARTICLE 14, THE TERM "INDEMNIFIABLE LOSS" MEANS ALL LOSSES, LIABILITIES, TAXES,
DAMAGES, DEFICIENCIES, OBLIGATIONS, FINES, EXPENSES, PENALTIES, COSTS, FEES,
SETTLEMENT AMOUNTS AND EXPENSES (INCLUDING WITHOUT LIMITATION COURT COSTS,
INTEREST AND REASONABLE FEES FOR ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS)
AWARDED OR OTHERWISE REQUIRED TO BE PAID TO THIRD PARTIES WITH RESPECT TO ANY
THIRD PARTY CLAIM BY REASON OF ANY JUDGMENT, ORDER, DECREE, STIPULATION OR
INJUNCTION, OR ANY SETTLEMENT ENTERED INTO IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT, TOGETHER WITH ALL DOCUMENTED OUT-OF-POCKET COSTS AND EXPENSES
PAID TO THIRD PARTIES AND INCURRED IN CONNECTION WITH DEFENDING AGAINST OR
SETTLING SUCH THIRD PARTY CLAIM (INCLUDING WITHOUT LIMITATION REASONABLE FEES OF
ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS AND EXPENSES INCURRED IN ASSERTING,
PRESERVING OR ENFORCING ANY OF THE INDEMNIFIED PARTY'S RIGHTS TO INDEMNIFICATION
HEREUNDER).
FOR PURPOSES OF DETERMINING THE AMOUNT OF ANY INDEMNIFIABLE LOSS
THE FOLLOWING WILL APPLY:
(A)
THE AMOUNT WILL BE REDUCED TO GIVE FULL EFFECT
TO ANY INDEMNITY, CONTRACTUAL, OR NONCONTRACTUAL RECOVERIES THE INDEMNIFIED
PARTY ACTUALLY RECEIVED IN CONNECTION THEREWITH;
(B)
THE AMOUNT WILL BE REDUCED TO GIVE FULL
EFFECT TO ANY NET REDUCTION IN TAX LIABILITY OR OTHER TAX BENEFIT THE
INDEMNIFIED PARTY ACTUALLY RECEIVED IN CONNECTION THEREWITH; AND
(C)
THE AMOUNT WILL BE REDUCED TO GIVE FULL
EFFECT TO ANY UNREASONABLE FAILURE BY THE INDEMNIFIED PARTY TO MITIGATE ANY
LIABILITY, DAMAGE, CLAIM, LOSS, COST, OR EXPENSE INCURRED BY SUCH INDEMNIFIED
PARTY.
20
ARTICLE 15 - TERM AND TERMINATION
15.1
TERM.
THE TERM OF THIS AGREEMENT WILL COMMENCE ON
THE EFFECTIVE DATE AND CONTINUE FOR A PERIOD OF *** YEARS UNLESS THIS AGREEMENT
IS PREVIOUSLY TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 15
(THE "TERM").
15.2
TERMINATION BY SUPERGEN.
SUPERGEN MAY TERMINATE
THIS AGREEMENT OR ANY DEVELOPMENT PHASE FOR ANY OR NO REASON UPON SIXTY (60)
DAYS' NOTICE THEREOF TO ***.
15.3
TERMINATION BY MUTUAL AGREEMENT.
THIS AGREEMENT MAY
BE TERMINATED AT ANY TIME UPON MUTUAL WRITTEN AGREEMENT BETWEEN THE PARTIES.
15.4
TERMINATION FOR DEFAULT.
THIS AGREEMENT MAY BE
TERMINATED BY EITHER PARTY IN THE EVENT OF A DEFAULT BY THE OTHER PARTY.
A