ANY AND ALL DAMAGES ARISING FROM ANY BREACH HEREUNDER.
SUCH TERMINATION,
RELINQUISHMENT OR EXPIRATION SHALL NOT RELIEVE ANY PARTY FROM OBLIGATIONS WHICH
ARE EXPRESSLY INDICATED TO SURVIVE TERMINATION OF THIS AGREEMENT.
(B)
THE PROVISIONS OF SECTIONS 3.1.4 (SOLELY TO THE EXTENT ARTICLES 8,
9 OR 10 OF THE STANFORD AGREEMENT SURVIVE AND ARE APPLICABLE TO GSK AS A CURRENT
OR FORMER SUBLICENSEE UNDER THE STANFORD AGREEMENT), 5.9.3, 5.10, 5.11, 8.5,
10.5 AND ARTICLE 6, ARTICLE 7, ARTICLE 9, AND ARTICLE 11 SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON, IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS AND CONDITIONS, AND FOR THE DURATION STATED, AND WHERE NO
DURATION IS STATED, SHALL SURVIVE INDEFINITELY.
21
ARTICLE 11
MISCELLANEOUS
11.1
DISPUTE RESOLUTION BY BINDING ARBITRATION.
ANY CONTROVERSY OR CLAIM
ARISING OUT OF OR UNDER THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE FINALLY
RESOLVED BY BINDING ARBITRATION, HELD IN NEW YORK CITY, NEW YORK, AND
ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL
ARBITRATION RULES.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
THE PARTIES SHALL MAKE
REASONABLE EFFORTS TO APPOINT THREE (3) ARBITRATORS, WHO ARE EACH MUTUALLY
ACCEPTABLE TO GSK AND REGULUS, WITHIN FORTY-FIVE (45) DAYS OF THE INITIATION OF
THE ARBITRATION; IN THE EVENT THEY ARE UNSUCCESSFUL AND DO NOT AGREE TO EXTEND
THE TIME PERIOD, THEN THE ARBITRATORS SHALL BE APPOINTED IN ACCORDANCE WITH THE
RULES.
THE PARTIES SHALL SHARE THE EXPENSES FOR THE ARBITRATORS, BUT SHALL
OTHERWISE BE RESPONSIBLE FOR THEIR OWN FEES IN RELATION TO SUCH ARBITRATION.
UNTIL SUCH TIME AS ARBITRATORS ARE APPOINTED, THE PARTIES MAY SEEK JUDICIAL
RELIEF FOR INTERIM MEASURES, SUCH AS INJUNCTIVE RELIEF, IN ANY COURT HAVING
COMPETENT JURISDICTION.
FOR CLARITY, THE PARTIES UNDERSTAND AND AGREE THAT
BINDING ARBITRATION PURSUANT TO THIS SECTION 11.1 SHALL NOT APPLY TO ALTER OR
MODIFY THE INDEMNITY OBLIGATIONS OF THE RESPECTIVE PARTIES UNDER ARTICLE 9, BUT
ARBITRATION MAY BE SOUGHT TO INTERPRET SUCH OBLIGATIONS.
FOR CLARITY, THE
ARBITRATORS SHALL NOT HAVE AUTHORITY OR DISCRETION TO DECIDE ANY MATTER OTHER
THAN THE MATTER FOR DECISION BEFORE THEM, AND ANY SUCH DECISION SHALL NOT
INCLUDE ANY AWARD OR DETERMINATION WHICH WOULD AMEND THE APPLICABLE TERMS OF THE
AGREEMENT.
11.2
GOVERNING LAW.
THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE
PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, U.S.A., WITHOUT REFERENCE TO
CONFLICTS OF LAWS PRINCIPLES.
11.3
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER PARTY
TO ANY THIRD PARTY OR FOUNDING COMPANY, IN THE CASE OF REGULUS, (EXCEPT AS
EXPRESSLY STATED BELOW) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY
HERETO, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE
FOREGOING, (A) EITHER PARTY MAY ASSIGN THIS AGREEMENT, WITHOUT ANY CONSENT OF
THE OTHER PARTY, TO AN AFFILIATE, TO A THIRD PARTY, OR TO THE FOUNDING COMPANY
OF SUCH PARTY, IN THE CASE OF REGULUS, THAT ACQUIRES ALL OR SUBSTANTIALLY