GOVERNMENTAL
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
15
ACTION, WAR, RIOT OR CIVIL INADEQUATE SUPPLY OF SUITABLE MATERIALS OR ANY OTHER
CAUSE THAT COULD NOT WITH REASONABLE DILIGENCE BE CONTROLLED OR PREVENTED BY THE
PARTIES. IN THE EVENT OF MATERIAL SHORTAGES, INCLUDING SHORTAGES OF MATERIALS OR
PRODUCTION FACILITIES NECESSARY FOR PRODUCTION OF THE LICENSED PRODUCTS, NOA
RESERVES THE RIGHT TO ALLOCATE SUCH RESOURCES AMONG ITSELF AND ITS LICENSEES.
14.3
RECORDS AND AUDIT. DURING THE TERM AND FOR A PERIOD OF [***]
THEREAFTER, LICENSEE AGREES TO KEEP ACCURATE COMPLETE AND DETAILED RECORDS
RELATED TO THE DEVELOPMENT AND SALE OF THE LICENSED PRODUCTS AND THE MARKETING
MATERIALS. UPON [***] NOTICE TO LICENSEE, NOA MAY, AT ITS EXPENSE, AUDIT
LICENSEE'S RECORDS, REPORTS AND OTHER INFORMATION RELATED TO LICENSEE'S
COMPLIANCE WITH THIS AGREEMENT.
14.4
WAIVER, SEVERABILITY. INTEGRATION, AND AMENDMENT. THE FAILURE OF A
PARTY TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED TO BE A
WAIVER OF SUCH PROVISION OR OF THE RIGHT OF SUCH PARTY TO THEREAFTER ENFORCE
SUCH PROVISION. IN THE EVENT THAT ANY TERM, CLAUSE OR PROVISION OF THIS
AGREEMENT SHALL BE CONSTRUED TO BE OR ADJUDGED INVALID, VOID OR UNENFORCEABLE,
SUCH TERM, CLAUSE OR PROVISION SHALL BE CONSTRUED AS SEVERED FROM THIS
AGREEMENT, AND THE REMAINING TERMS, CLAUSES AND PROVISIONS SHALL REMAIN IN
EFFECT. TOGETHER WITH THE NDA, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. ALL PRIOR
NEGOTIATIONS, REPRESENTATIONS, AGREEMENTS AND UNDERSTANDINGS ARE MERGED INTO,
EXTINGUISHED BY AND COMPLETELY EXPRESSED BY THIS AGREEMENT AND THE NDA. ANY
AMENDMENT TO THIS AGREEMENT SHALL BE IN WRITING, SIGNED BY BOTH PARTIES.
14.5
SURVIVAL.
IN ADDITION TO THOSE RIGHTS SPECIFIED ELSEWHERE IN THIS
AGREEMENT THAT MAY REASONABLY BE INTERPRETED OR CONSTRUED AS SURVIVING, THE
RIGHTS AND OBLIGATIONS SET FORTH IN SECTIONS 3, 8, 9, 10, 13 AND 14 SHALL
SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT TO THE DEGREE NECESSARY
TO PERMIT THEIR COMPLETE FULFILLMENT OR DISCHARGE.
14.6
GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES. ANY LEGAL ACTION (INCLUDING JUDICIAL AND ADMINISTRATIVE PROCEEDINGS)
WITH RESPECT TO ANY MATTER ARISING UNDER OR GROWING OUT OF THIS AGREEMENT, SHALL
BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN KING COUNTY, WASHINGTON. EACH
PARTY HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF SUCH COURTS FOR SUCH
PURPOSES.
14.7
EQUITABLE RELIEF. LICENSEE ACKNOWLEDGES THAT IN THE EVENT OF ITS
BREACH OF THIS AGREEMENT, NO ADEQUATE REMEDY AT LAW MAY BE AVAILABLE TO NOA AND
THAT NOA SHALL BE ENTITLED TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN
ADDITION TO ANY RELIEF AVAILABLE AT LAW.
14.8
ATTORNEYS' FEES.
IN THE EVENT IT IS NECESSARY FOR EITHER PARTY TO
THIS AGREEMENT TO UNDERTAKE LEGAL ACTION TO ENFORCE OR DEFEND ANY ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE