IN MACHINERY OR ANY OTHER CAUSE BEYOND
THE CONTROL OF, OR OCCURRING WITHOUT THE FAULT OF, THE PARTY ASSERTING THE EVENT
OF FORCE MAJEURE.
30.
MISCELLANEOUS
30.1
HEADINGS.
THE HEADINGS OF THE SEVERAL ARTICLES ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO BE A PART OF OR TO AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
30.2
AMENDMENTS.
NO AMENDMENT OR MODIFICATION HEREOF SHALL BE VALID OR
BINDING UPON THE PARTIES UNLESS MADE IN WRITING AND SIGNED ON BEHALF OF EACH
PARTY BY A DULY AUTHORIZED REPRESENTATIVE.
30.3
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE UNDERSTANDING
OF THE PARTIES AND SHALL SUPERSEDE ALL PREVIOUS AND CONTEMPORANEOUS
COMMUNICATIONS, REPRESENTATIONS OR UNDERSTANDINGS, EITHER ORAL OR WRITTEN,
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
30.4
JUDICIAL MODIFICATION.
IN CASE ANY OF THE PROVISIONS CONTAINED IN
THIS AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, (I) SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER PROVISIONS HEREOF, (II) THE PARTICULAR PROVISION, TO THE EXTENT
PERMITTED BY LAW, SHALL BE REASONABLY CONSTRUED AND EQUITABLY REFORMED TO BE
VALID AND ENFORCEABLE AND (III) THIS AGREEMENT SHALL BE CONSTRUED AS IF SUCH
INVALID OR ILLEGAL OR UNENFORCEABLE PROVISIONS HAD NEVER BEEN CONTAINED HEREIN.
30.5
PRESS RELEASES.
THE PARTIES SHALL USE REASONABLE EFFORTS TO
COOPERATE IN ISSUING A JOINT PRESS RELEASE UPON EXECUTION OF THIS AGREEMENT AND
IN ISSUING FURTHER PRESS RELEASES RELATED TO THIS AGREEMENT.
IF AT ANY TIME
DISCLOSURE REGARDING THIS AGREEMENT IS REQUIRED UNDER PUBLIC REPORTING
REQUIREMENTS OF APPLICABLE SECURITIES LAWS AND THE PARTIES ARE NOT ABLE TO AGREE
ON THE CONTENT AND MANNER OF ISSUING SUCH DISCLOSURE, AVI, AND ELEOS IF IT
BECOMES SUBJECT TO SUCH PUBLIC REPORTING REQUIREMENTS, WILL BE AUTHORIZED TO
ISSUE A SOLE RELEASE.
PRIOR TO ISSUING SUCH A SOLE RELEASE, THE DISCLOSING
PARTY SHALL PROVIDE THE OTHER PARTY WITH AN OPPORTUNITY TO REVIEW AND COMMENT ON
A DRAFT OF SUCH RELEASE AND WILL CONSIDER IN GOOD FAITH ANY COMMENTS THAT THE
OTHER PARTY COMMUNICATES IN A TIMELY FASHION ON SUCH DRAFT PRESS RELEASE.
30.6
PUBLICATIONS.
THE PARTIES WILL BE ENTITLED TO PUBLISH OR PRESENT
ON THE RESULTS OF THE RESEARCH HEREUNDER AND ANY PRODUCT, PROVIDED THAT THE
PARTY SEEKING TO PUBLISH WILL DELIVER TO THE OTHER PARTY FOR ITS REVIEW A COPY
OF ANY PROPOSED PUBLICATION, POSTER OR AN ABSTRACT OF ANY ORAL PRESENTATION AT
SCIENTIFIC MEETINGS INVOLVING ANY RESEARCH OR PRODUCT HEREUNDER, OR THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY, AT LEAST FORTY-FIVE (45) DAYS PRIOR
TO SUBMISSION OF SCIENTIFIC PUBLICATIONS OR ABSTRACTS OF ORAL PRESENTATIONS.
THE REVIEWING PARTY WILL HAVE THE RIGHT TO REQUEST THAT ANY OF ITS CONFIDENTIAL
INFORMATION
24
BE DELETED FROM SUCH PUBLICATION OR PRESENTATION, AND THE DISCLOSING PARTY WILL
COMPLY WITH THAT REQUEST.
IF THE DISCLOSING PARTY DOES NOT RECEIVE ANY FEEDBACK
FROM THE REVIEWING PARTY WITHIN THAT 45-DAY PERIOD, THE DISCLOSING PARTY WILL BE
FREE TO PROCEED WITH THE PUBLICATION OR PRESENTATION EXCEPT THAT NEITHER PARTY
MAY PUBLISH ON THE