ANY REASON, THE PARTIES
SHALL NEGOTIATE IN GOOD FAITH WITH A VIEW TO THE SUBSTITUTION THEREFOR OF A
SUITABLE AND EQUITABLE SOLUTION IN ORDER TO CARRY OUT, SO FAR AS MAY BE VALID
AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID PROVISION; PROVIDED,
HOWEVER, THAT THE VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN
EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT
BE IN ANY WAY IMPAIRED THEREBY, IT BEING INTENDED THAT ALL OF THE RIGHTS AND
PRIVILEGES OF THE PARTIES SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED
BY LAW.
14.11.
EXPENSES.
EACH PARTY SHALL BEAR ITS OWN DIRECT AND INDIRECT
EXPENSES INCURRED IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS
AGREEMENT AND, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PERFORMANCE OF THE
OBLIGATIONS CONTEMPLATED HEREBY AND THEREBY.
14.12.
FURTHER ACTIONS AND DOCUMENTS.
EACH PARTY AGREES TO EXECUTE,
ACKNOWLEDGE AND DELIVER ALL SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH FURTHER
ACTS, AS MAY BE REASONABLY NECESSARY OR APPROPRIATE TO CARRY OUT THE INTENT AND
PURPOSES OF THIS AGREEMENT.
14.13.
USE OF TRADE NAMES AND TRADEMARKS.
EACH PARTY RECOGNIZES THAT THE
NAME OF THE OTHER PARTY REPRESENTS VALUABLE ASSETS OF SUCH OTHER PARTY AND THAT
SUBSTANTIAL RECOGNITION AND GOODWILL ARE ASSOCIATED WITH SUCH ASSETS.
EACH
PARTY HEREBY AGREES THAT NEITHER IT NOR ANY OF ITS AFFILIATES SHALL USE SUCH
ASSETS OF THE OTHER PARTY WITHOUT PRIOR WRITTEN AUTHORIZATION FROM SUCH OTHER
PARTY.
NOTHING IN THIS AGREEMENT CONSTITUTES A LICENSE ENTITLING ANY PARTY TO
USE ANY OTHER
71
PARTY'S NAME, LOGOS OR TRADEMARKS; PROVIDED, HOWEVER, THAT A PARTY MAY USE THE
OTHER PARTY'S NAME, LOGOS OR TRADEMARKS TO THE EXTENT PERMITTED IN SECTIONS 10.4
AND 10.5.
14.14.
AFFILIATES.
TO THE EXTENT THAT THE RIGHTS GRANTED TO A PARTY
HEREUNDER MAY BE AND ARE EXERCISED BY AN AFFILIATE OF SUCH PARTY, SUCH AFFILIATE
SHALL BE BOUND BY THE CORRESPONDING OBLIGATIONS OF SUCH PARTY.
14.15.
EXPORTS.
THE PARTIES ACKNOWLEDGE THAT THE EXPORT OF TECHNICAL DATA,
MATERIALS OR PRODUCTS IS SUBJECT TO THE EXPORTING PARTY RECEIVING ANY NECESSARY
EXPORT LICENSES AND THAT THE PARTIES CANNOT BE RESPONSIBLE FOR ANY DELAYS
ATTRIBUTABLE TO EXPORT CONTROLS THAT ARE BEYOND THE REASONABLE CONTROL OF EITHER
PARTY.
THE PARTIES AGREE NOT TO EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY,
ANY INFORMATION, TECHNICAL DATA, THE DIRECT PRODUCT OF SUCH DATA, SAMPLES OR
EQUIPMENT RECEIVED OR GENERATED UNDER THIS AGREEMENT IN VIOLATION OF ANY
GOVERNMENTAL REGULATIONS THAT MAY BE APPLICABLE.
THE PARTIES AGREE TO OBTAIN
SIMILAR COVENANTS FROM THEIR LICENSEES WITH RESPECT TO THE SUBJECT MATTER OF
THIS SECTION 14.15.
14.16.
FORCE MAJEURE.
NO FAILURE OR OMISSION BY A PARTY IN THE PERFORMANCE
OF ANY OBLIGATION OF THIS AGREEMENT (EXCLUDING PAYMENT OBLIGATIONS) SHALL BE
DEEMED A BREACH OF THIS AGREEMENT OR CREATE ANY LIABILITY IF THE SAME SHALL
ARISE FROM ANY CAUSE OR CAUSES BEYOND THE REASONABLE CONTROL OF SUCH PARTY,
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
ACTS OF GOD; ACTS OR OMISSIONS OF
ANY GOVERNMENT; ANY RULES, REGULATIONS OR