PARTIES HERETO UNDER ARTICLES 1,
7, 8, 9, 10, 12, 13, 15 AND 16 AND SECTIONS 3.3, 4.6(B), 11.5, 11.6, 11.7, 11.8
AND 11.9 HEREOF, RIGHTS AND OBLIGATIONS WHICH OTHERWISE EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT AND SECTIONS WHICH ARE NECESSARY TO GIVE EFFECT TO
RIGHTS AND OBLIGATIONS WHICH EXPRESSLY SURVIVE THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
11.8
NON-EXCLUSIVE REMEDIES.
THE REMEDIES SET FORTH IN
THIS SECTION 11 OR ELSEWHERE IN THIS AGREEMENT WILL BE IN ADDITION TO, AND WILL
NOT BE TO THE EXCLUSION OF, ANY OTHER REMEDIES AVAILABLE TO THE PARTIES AT LAW,
IN EQUITY OR UNDER THIS AGREEMENT.
11.9
MITIGATION OF DAMAGES.
IN THE EVENT OF ANY BREACH
OF THIS AGREEMENT BY AMYLIN OR LILLY, THE OTHER PARTY SHALL TAKE REASONABLE
ACTIONS TO MITIGATE ITS DAMAGES.
ARTICLE 12
DISPUTE RESOLUTION
Disputes between the Parties
concerning either Party's rights or obligations under this Agreement shall be
resolved as set forth in the Collaboration Agreement.
*Confidential Treatment Request(ed)
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ARTICLE 13
CONFIDENTIALITY
Confidentiality, nondisclosure and nonuse of information and
publication relating to the activities contemplated by this Agreement shall be
governed by the provisions of the Collaboration Agreement.
ARTICLE 14
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
14.1
COMPLIANCE WITH LAW.
EACH OF THE PARTIES WILL
COMPLY WITH ALL APPLICABLE LAWS RELATING TO ITS OBLIGATION HEREUNDER.
14.2
COMMERCIALLY REASONABLE EFFORTS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT OR THE COLLABORATION AGREEMENT, LILLY AND
AMYLIN EACH HEREBY AGREES TO USE ALL COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
REASONABLY NECESSARY OR PROPER TO MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, INCLUDING SUCH ACTIONS AS MAY BE REASONABLY NECESSARY TO
OBTAIN APPROVALS AND CONSENTS OF ANY REGULATORY AUTHORITY AND OTHER PERSONS
(INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE DEVICE LISTING AND NOTIFICATIONS
TO THE FDA IDENTIFYING AMYLIN AS A DISTRIBUTOR OF THE DEVICES); PROVIDED,
HOWEVER, THAT NO PARTY WILL BE REQUIRED TO (I) PAY MONEY (OTHER THAN AS
EXPRESSLY REQUIRED PURSUANT TO THIS AGREEMENT OR THE COLLABORATION AGREEMENT OR
AS IMPLICITLY REQUIRED IN ORDER FOR A
PARTY TO CARRY OUT ITS OBLIGATIONS
HEREUNDER), OR (II) ASSUME ANY OTHER MATERIAL OBLIGATION NOT OTHERWISE REQUIRED
TO BE ASSUMED BY THIS AGREEMENT OR THE COLLABORATION AGREEMENT.
14.3
FURTHER ASSURANCES.
THE PARTIES INTEND THAT THIS
AGREEMENT CONTAIN ALL CONSENTS, LICENSES AND AUTHORIZATIONS FROM ONE PARTY TO
THE OTHER NECESSARY TO ENABLE EACH PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER.
IN THE EVENT ANY FURTHER SUCH CONSENTS, LICENSES OR AUTHORIZATIONS ARE
NECESSARY, EACH PARTY AGREES TO TAKE SUCH FURTHER ACTIONS AND EXECUTE SUCH
FURTHER AGREEMENTS AS MAY BE REASONABLY NECESSARY TO CARRY OUT THE INTENT AND
PURPOSES OF THIS AGREEMENT.
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ARTICLE 15
INDEMNIFICATION; LIMITATION OF LIABILITY; INSURANCE
15.1
INDEMNIFICATION.
INDEMNIFICATION OBLIGATIONS OF THE
PARTIES WILL BE PROVIDED AS SET FORTH IN THE COLLABORATION AGREEMENT.
15.2
LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
INDIRECT, SPECIAL, INCIDENTAL,