AND EFFECT AS
IF THE ORIGINAL AGREEMENT HAD BEEN EXECUTED WITHOUT THE INVALIDATED,
UNENFORCEABLE OR ILLEGAL PART.
SECTION 14.3
GOVERNING LAW; JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, USA WITHOUT REFERENCE TO ANY RULES OF CONFLICTS OF LAWS.
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN THE CITY OF CHICAGO, ILLINOIS AND ANY
APPELLATE
40
COURT FROM ANY JURISDICTION THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH FEDERAL COURT IN CHICAGO. FOR CLARIFICATION, ANY DISPUTE
RELATING TO THE SCOPE, VALIDITY, ENFORCEABILITY OR INFRINGEMENT OF ANY PATENTS
WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE PATENT
LAWS OF THE APPLICABLE JURISDICTION.
SECTION 14.4
DISPUTE RESOLUTION.
14.4.1
RESOLUTION BY SENIOR REPRESENTATIVES.
THE PARTIES WILL SEEK TO SETTLE AMICABLY ANY AND ALL DISPUTES, CONTROVERSIES OR
CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. ANY DISPUTE WITHIN
THE R&D COMMITTEE'S DECISION-MAKING AUTHORITY WILL BE FINALLY DECIDED AS SET
FORTH IN APPENDIX 5. ANY DISPUTE BETWEEN THE PARTIES WHICH IS OUTSIDE THE R&D
COMMITTEE'S DECISION-MAKING AUTHORITY WILL BE PROMPTLY PRESENTED TO EACH PARTY'S
RESPECTIVE CO-CHAIR OF THE R&D COMMITTEE FOR RESOLUTION, AND IF THE CO-CHAIRS OF
THE R&D COMMITTEE ARE UNABLE TO RESOLVE SUCH DISPUTE, SUCH DISPUTE WILL THEN BE
PRESENTED TO THE PRESIDENT, R&D OF OMI AND THE EXECUTIVE VICE PRESIDENT AND CFO
OF ISIS (THE "SENIOR REPRESENTATIVES"), OR THEIR RESPECTIVE DESIGNEES, FOR
RESOLUTION. SUCH SENIOR REPRESENTATIVES, OR THEIR RESPECTIVE DESIGNEES, WILL
MEET IN-PERSON OR BY TELECONFERENCE AS SOON AS REASONABLY POSSIBLE THEREAFTER,
AND USE THEIR GOOD FAITH EFFORTS TO MUTUALLY AGREE UPON THE RESOLUTION OF THE
DISPUTE, CONTROVERSY OR CLAIM. ANY DISPUTE WITHIN THE R&D COMMITTEE'S
DECISION-MAKING AUTHORITY WILL NOT BE SUBJECT TO ARBITRATION.
14.4.2
ARBITRATION AND MEDIATION. IF AFTER
NEGOTIATING IN GOOD FAITH PURSUANT TO SECTION 14.4.1, AFTER GOOD FAITH
DISCUSSIONS UNDERTAKEN WITHIN REASONABLE PROMPTNESS, TO REACH AN AMICABLE
AGREEMENT WITHIN 90 DAYS, THEN EITHER PARTY MAY UPON WRITTEN NOTICE TO THE OTHER
SUBMIT TO MEDIATION AND BINDING ARBITRATION PURSUANT TO SECTIONS AND
BELOW. NO STATEMENTS MADE BY EITHER PARTY DURING SUCH DISCUSSIONS WILL
BE USED BY THE OTHER PARTY OR ADMISSIBLE IN ARBITRATION OR ANY OTHER SUBSEQUENT
PROCEEDING FOR RESOLVING THE DISPUTE.
Arbitration.
a.
Any dispute, claim or controversy arising from or related in
any way to this Agreement or the interpretation, application, breach,
termination or validity thereof, including any claim of inducement of this
Agreement by fraud or otherwise, not resolved under the provisions of Sections
14.4.1 and will be submitted for resolution to arbitration pursuant to
the rules