BE
TREATED AS COMPROMISE AND SETTLEMENT NEGOTIATIONS FOR PURPOSES OF APPLICABLE
RULES OF EVIDENCE.
IF SUCH EXECUTIVE OFFICERS CANNOT RESOLVE SUCH DISPUTE
WITHIN [**] DAYS AFTER THEIR INITIAL MEETING PURSUANT TO THIS SECTION 13.2, THEN
EACH PARTY RESERVES ITS RIGHT TO PURSUE ANY AND ALL REMEDIES AVAILABLE UNDER LAW
OR EQUITY WITH RESPECT TO SUCH DISPUTE.
13.3.
LEGAL REMEDIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
ARTICLE 13, EITHER PARTY MAY SEEK IMMEDIATE INJUNCTIVE OR OTHER INTERIM RELIEF
FROM ANY COURT OF COMPETENT JURISDICTION AS NECESSARY TO ENFORCE AND PREVENT
INFRINGEMENT OR MISAPPROPRIATION OF THE PATENT RIGHTS, COPYRIGHT RIGHTS,
TRADEMARKS, CONFIDENTIAL INFORMATION, TRADE SECRETS, OR OTHER INTELLECTUAL
PROPERTY RIGHTS OWNED OR CONTROLLED BY A PARTY OR ITS AFFILIATES OR TO PREVENT
BREACH OF ARTICLE 10.
14.
ADDITIONAL PROVISIONS
14.1.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES HERETO,
TOGETHER WITH THE EQUITY AGREEMENTS, CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES AND RELATING TO THE
SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, THE MOU AND, TO THE EXTENT
RELATING TO THE PRODUCTS, THE PRIOR CONFIDENTIALITY AGREEMENTS, ARE SUPERSEDED
BY THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE COMMUNITY OF INTEREST LETTERS AND
AGREEMENTS SHALL EXPRESSLY SURVIVE AND ARE HEREBY AMENDED TO REMAIN IN EFFECT
FOR THE LONGER OF TEN (10) YEARS AFTER THE TERM OR TEN (10) YEARS FOLLOWING THE
EXPIRATION OR TERMINATION OF THE EXISTING US LOVENOX AGREEMENT, AND ANY
REFERENCES IN THE SPECIFIC COMMUNITY OF INTEREST LETTER AND
68
AGREEMENT DATED [**] TO THE PRIOR CONFIDENTIALITY AGREEMENT SHALL REFER INSTEAD
TO THE CONFIDENTIALITY PROVISIONS OF ARTICLE 10 OF THIS AGREEMENT.
THE PARTIES
ALSO EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE EQUITY AGREEMENTS AND THE EXISTING
US LOVENOX AGREEMENT SHALL NOT BE SUPERSEDED BY THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THE PARTIES AGREE THAT THE EXISTING US LOVENOX AGREEMENT IS
AMENDED TO SUBSTITUTE THE DEFINITION OF "CONFIDENTIAL INFORMATION" IN SECTION
1.21 HEREOF FOR THE DEFINITION OF "CONFIDENTIAL INFORMATION" IN SECTION 1.18 OF
THE EXISTING US LOVENOX AGREEMENT.
NEITHER PARTY SHALL BE LIABLE OR BOUND TO
ANY OTHER PARTY IN ANY MANNER BY ANY REPRESENTATIONS, WARRANTIES OR COVENANTS
RELATING TO SUCH SUBJECT MATTER EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
14.2.
AMENDMENTS AND WAIVER.
THIS AGREEMENT MAY NOT BE AMENDED EXCEPT BY
AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF THE PARTIES.
BY AN
INSTRUMENT IN WRITING EITHER PARTY MAY WAIVE COMPLIANCE BY THE OTHER PARTY WITH
ANY TERM OR PROVISION OF THIS AGREEMENT THAT SUCH OTHER PARTY WAS OR IS
OBLIGATED TO COMPLY WITH OR PERFORM.
ANY FAILURE OF A PARTY TO ENFORCE AT ANY
TIME, OR FOR ANY PERIOD OF TIME, ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL
NOT BE DEEMED OR CONSTRUED TO BE A WAIVER OF SUCH PROVISIONS OR A WAIVER OF ANY
RIGHT OF SUCH PARTY THEREAFTER TO ENFORCE EACH AND EVERY SUCH PROVISION ON ANY
SUCCEEDING OCCASION OR BREACH THEREOF.
14.3.
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
HEREUNDER SHALL