that
any amounts payable remain unpaid, and provided that Section 7.6 shall survive
only for the period set forth therein) but not including Section 7.1, Sections
8.1, 9.1 and 10.4, ARTICLE 11 (for the period set forth in Section 11.1),
Sections 12.1, 12.2, 12.3, 12.4 (for the period set forth in Section 12.4),
12.5, 13.5 (as applicable), 13.6 and 13.7, ARTICLE 14 and ARTICLE 15.
(b)
In the event of (i) expiration of this Agreement, but not
termination, and (ii) the election by United Therapeutics to be the exclusive
authorized branded generic manufacturer and/or seller of the Product in the
Field in the Territory in accordance with Section 8.4(b), the obligations of the
Parties under Sections 9.4, 9.5, 9.6, 9.7 and 9.8 will survive.
13.7
NO WAIVER OF REMEDIES.
EXPIRATION OR TERMINATION OF THIS AGREEMENT
SHALL NOT PRECLUDE EITHER PARTY FROM (A) CLAIMING ANY OTHER DAMAGES,
COMPENSATION OR RELIEF THAT IT MAY BE ENTITLED TO UPON SUCH EXPIRATION OR
TERMINATION, (B) ANY RIGHT TO RECEIVE ANY AMOUNTS ACCRUED UNDER THIS AGREEMENT
PRIOR TO THE EXPIRATION OR TERMINATION DATE BUT WHICH ARE UNPAID OR BECOME
PAYABLE THEREAFTER AND (C) ANY RIGHT TO OBTAIN PERFORMANCE OF ANY OBLIGATION
PROVIDED FOR IN THIS AGREEMENT WHICH SHALL SURVIVE EXPIRATION OR TERMINATION.
ARTICLE 14
DISPUTE RESOLUTION
14.1
DISPUTES.
THE PARTIES RECOGNIZE THAT DISPUTES AS TO CERTAIN MATTERS
MAY FROM TIME TO TIME ARISE DURING THE TERM THAT RELATE TO EITHER PARTY'S RIGHTS
AND/OR OBLIGATIONS HEREUNDER.
IT IS THE DESIRE OF THE PARTIES TO ESTABLISH
PROCEDURES TO FACILITATE THE RESOLUTION OF DISPUTES ARISING UNDER THIS AGREEMENT
IN AN EXPEDIENT MANNER BY MUTUAL COOPERATION AND WITHOUT RESORT TO ARBITRATION
OR
LITIGATION.
TO ACCOMPLISH THIS OBJECTIVE, THE PARTIES AGREE TO FOLLOW THE
PROCEDURES SET FORTH IN THIS ARTICLE 14 IF AND WHEN A DISPUTE
ARISES UNDER THIS AGREEMENT.
EITHER PARTY MAY REFER A DISPUTE UNDER THIS
AGREEMENT TO THE PARTIES' ALLIANCE MANAGERS. IF THE ALLIANCE MANAGERS ARE UNABLE
TO RESOLVE ANY SUCH DISPUTE WITHIN NINETY (90) DAYS AFTER SUCH DISPUTE IS
SUBMITTED TO IT, EITHER PARTY MAY, BY WRITTEN NOTICE TO THE OTHER PARTY, HAVE
SUCH DISPUTE REFERRED
56
TO THEIR RESPECTIVE EXECUTIVE OFFICERS DESIGNATED BELOW OR THEIR SUCCESSORS, FOR
ATTEMPTED RESOLUTION BY GOOD FAITH NEGOTIATIONS WITHIN FORTY-FIVE (45) DAYS
AFTER SUCH NOTICE IS RECEIVED.
SUCH DESIGNATED OFFICERS ARE AS FOLLOWS:
For Lilly:
A member of Lilly's Executive Committee, or his/her direct report
For United Therapeutics:
Roger Jeffs, Ph.D., or his direct report
In the event the designated officers are not able to resolve such dispute within
such forty-five (45) day period after receipt of written notice, then such
dispute (other than a matter within the final decision-making authority of a
Party as set forth in Section 3.4(c)) shall, at the election of either Party, be
decided in accordance with the provisions of Section 14.2.
14.2
GOVERNING LAW; DISPUTE RESOLUTION.
(a)
This Agreement shall be construed and interpreted in accordance
with the laws of the State of New York, without regard to any conflicts of law
principles