EFFORTS TO REPLACE THE INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION(S) WITH VALID, LEGAL AND ENFORCEABLE
PROVISION(S) WHICH, INSOFAR AS PRACTICAL, IMPLEMENT THE PURPOSES OF THIS
AGREEMENT.
15.4
ALL LICENSED PRODUCTS SHIPPED TO OR SOLD IN COUNTRIES OTHER THAN
THE UNITED STATES SHALL BE MARKED IN SUCH MANNER AS TO CONFORM WITH THE PATENT
LAWS AND PRACTICE OF THE COUNTRY OF MANUFACTURE OR SALE.
15.5
THE FAILURE OF EITHER PARTY TO ASSERT A RIGHT HEREUNDER OR TO
INSIST UPON COMPLIANCE WITH ANY TERM OR CONDITION OF THIS AGREEMENT SHALL NOT
CONSTITUTE A WAIVER OF THAT RIGHT OR EXCUSE A SIMILAR SUBSEQUENT FAILURE TO
PERFORM ANY SUCH TERM OR CONDITION BY THE OTHER PARTY.
15.6
NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE TO THE OTHER FOR
FAILURE OR DELAY IN PERFORMANCE OF THIS AGREEMENT DUE TO ANY WAR, FIRE, ACCIDENT
OR OTHER CASUALTY OR ANY CHANGES IN GOVERNMENT LAWS OR REGULATIONS, LABOR
DISTURBANCE OR ACTS OF GOD, OR ANY OTHER CONTINGENCY BEYOND THE PARTY'S
REASONABLE CONTROL.
IN THE EVENT OF THE APPLICABILITY OF THIS SECTION 15.6, THE
PARTY AFFECTED BY SUCH FORCE MAJEURE SHALL USE ITS BEST EFFORTS TO ELIMINATE,
CURE, AND OVERCOME ANY OF SUCH CAUSES AND RESUME PERFORMANCE OF ITS OBLIGATIONS.
15.7
ALL RIGHTS AND LICENSES GRANTED UNDER OR PURSUANT TO ANY SECTION OF
THIS AGREEMENT ARE AND SHALL OTHERWISE BE DEEMED TO BE FOR PURPOSES OF
SECTION 365(N) OF TITLE 11, UNITED STATES CODE (THE "BANKRUPTCY CODE") LICENSES
OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED IN SECTION 101(56) OF THE
BANKRUPTCY CODE.
THE PARTIES SHALL RETAIN AND MAY FULLY EXERCISE ALL OF THEIR
RESPECTIVE RIGHTS AND ELECTIONS UNDER THE BANKRUPTCY CODE.
UPON THE BANKRUPTCY
OF ANY PARTY, THE NON-BANKRUPT PARTY SHALL FURTHER BE ENTITLED TO A COMPLETE
DUPLICATE OF, OR COMPLETE ACCESS TO ALL DOCUMENTS EMBODYING, ANY SUCH
INTELLECTUAL PROPERTY OR RELATING TO OBTAINING PROTECTION OF OR MAINTAINING
SAME, AND SUCH, IF NOT ALREADY IN ITS POSSESSION, SHALL BE PROMPTLY DELIVERED TO
THE NON-BANKRUPT PARTY, UNLESS THE BANKRUPT PARTY ELECTS TO CONTINUE, AND
CONTINUES, TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
15.8
THE CAPTIONS TO THE SECTIONS AND ARTICLES HEREOF ARE NOT A PART OF
THIS AGREEMENT, BUT ARE MERELY FOR CONVENIENCE TO ASSIST IN LOCATING AND READING
THE SECTIONS AND ARTICLES HEREOF.
15.9
FOR THE PURPOSE OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN OR UNLESS THE CONTEXT OTHERWISE REQUIRES: (A) DEFINED TERMS
INCLUDE THE PLURAL AS WELL AS THE SINGULAR AND THE USE OF ANY GENDER SHALL BE
DEEMED TO INCLUDE THE OTHER GENDER; (B) REFERENCES TO ARTICLES, SECTIONS AND
OTHER SUBDIVISIONS AND TO SCHEDULES AND EXHIBITS WITHOUT REFERENCE TO A
DOCUMENT, ARE TO DESIGNATED ARTICLES, SECTIONS AND OTHER SUBDIVISIONS OF AND TO
SCHEDULES AND EXHIBITS TO THIS AGREEMENT; (C) THE USE OF THE TERM "INCLUDING"
MEANS "INCLUDING BUT NOT LIMITED TO";
Confidential Treatment Requested by ImClone Systems Incorporated
12
AND (D) THE WORDS "HEREIN", "HEREOF", "HEREUNDER" AND OTHER WORDS OF SIMILAR
IMPORT REFER TO THIS AGREEMENT IN WHOLE AND NOT TO ANY PARTICULAR