HOWEVER, THAT (I) EITHER PARTY HERETO MAY ASSIGN OR TRANSFER THIS AGREEMENT OR
ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE CONSENT OF THE OTHER
PARTY TO (A) ANY OF ITS AFFILIATES, OR (B) ANY THIRD PARTY WITH WHICH IT HAS
MERGED OR CONSOLIDATED, OR TO WHICH IT HAS TRANSFERRED ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS TO WHICH THIS AGREEMENT RELATES PROVIDED ALWAYS IN THE CASE WHERE
ISIS IS THE ASSIGNING PARTY IT ALSO TRANSFERS TITLE TO THE ALICAFORSEN PATENTS
OR THE ICAM-1 SPECIFIC PATENTS TO SUCH THIRD PARTY, AND IF IN ANY SUCH EVENT THE
THIRD PARTY ASSIGNEE OR SURVIVING ENTITY ASSUMES IN WRITING ALL OF THE ASSIGNING
PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, (II) ATLANTIC MAY ASSIGN OR TRANSFER
THIS AGREEMENT, WITHOUT ISIS' CONSENT, TO ATLANTIC HEALTHCARE, OR (III) ISIS MAY
ASSIGN OR TRANSFER ITS RIGHTS UNDER ARTICLE 6.4 (BUT NO LIABILITIES) TO A THIRD
PARTY IN CONNECTION WITH A ROYALTY FACTORING TRANSACTION.
ANY PURPORTED
ASSIGNMENT OR TRANSFER IN VIOLATION OF THIS SECTION 14.1 WILL BE VOID AB INITIO
AND OF NO FORCE OR EFFECT.
SECTION 14.2
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD
TO BE ILLEGAL, INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION,
SUCH ADJUDICATION WILL NOT AFFECT OR IMPAIR, IN WHOLE OR IN PART, THE VALIDITY,
ENFORCEABILITY, OR LEGALITY OF ANY REMAINING PORTIONS OF THIS AGREEMENT.
ALL
REMAINING PORTIONS WILL REMAIN IN FULL FORCE AND EFFECT AS IF THE ORIGINAL
AGREEMENT HAD BEEN EXECUTED WITHOUT THE INVALIDATED, UNENFORCEABLE OR ILLEGAL
PART.
SECTION 14.3
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, USA WITHOUT REFERENCE TO ANY
RULES OF CONFLICTS OF LAWS.
22
SECTION 14.4
DISPUTE RESOLUTION.
14.4.1
GENERAL.
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATED
TO THIS AGREEMENT OR THE BREACH THEREOF WILL FIRST BE REFERRED TO THE ATTENTION
OF THE CHIEF EXECUTIVE OFFICER OF ATLANTIC AND THE CHIEF OPERATING OFFICER OF
ISIS (THE "EXECUTIVE OFFICERS") BY NOTICE IN WRITING IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
THE EXECUTIVE OFFICERS (OR THEIR RESPECTIVE DESIGNEES)
WILL MEET AS SOON AS REASONABLY POSSIBLE THEREAFTER, AND USE THEIR GOOD FAITH
EFFORTS TO MUTUALLY AGREE UPON THE RESOLUTION OF THE DISPUTE, CONTROVERSY OR
CLAIM.
IF ANY DISPUTE, CONTROVERSY OR CLAIM IS NOT RESOLVED BY THE DESIGNATED
OFFICERS OF THE PARTIES (OR THEIR DESIGNEES) WITHIN 30 DAYS AFTER SUCH DISPUTE
IS REFERRED TO THEM, THEN THE PARTIES AGREE THAT SUCH DISPUTE WILL BE REFERRED
TO MEDIATION, AND IF THE DISPUTE REMAINS UNRESOLVED AFTER MEDIATION, EITHER
PARTY WILL HAVE THE RIGHT TO ARBITRATE SUCH DISPUTE IN ACCORDANCE WITH
SECTION 14.4.3; PROVIDED, HOWEVER, THAT ANY DISPUTE RELATING TO THE CONSTRUCTION
OR VALIDITY OF ANY PATENT WILL NOT BE SUBJECT TO ARBITRATION.
14.4.2
MEDIATION.
IF THE PARTIES PURSUE MEDIATION PROCEEDINGS THE PARTIES
WILL ATTEMPT TO RESOLVE SUCH DISPUTE IN ACCORDANCE WITH THE COMMERCIAL MEDIATION
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), BEFORE RESORTING TO
ARBITRATION IN ACCORDANCE WITH SECTION 14.4.3 BELOW.
THE MEDIATION WILL BE