REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE, AND, WHERE
APPROPRIATE, APPLICABLE FEDERAL LAW.
SECTION 7.08
ASSIGNMENT NEITHER PARTY MAY TRANSFER OR ASSIGN THIS
AGREEMENT, DIRECTLY OR INDIRECTLY, OR ANY OF ITS RIGHTS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY, OTHER THAN (A) TO ONE OR MORE
AFFILIATES OR (B) TO A SUCCESSOR IN CONNECTION WITH THE TRANSFER OR SALE OF ALL
OR SUBSTANTIALLY ALL OF ITS BUSINESS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES AND THEIR PERMITTED SUCCESSORS AND ASSIGNS.
SECTION 7.09
AMENDMENTS AND WAIVERS THIS AGREEMENT MAY NOT BE AMENDED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF THE PARTIES
HERETO.
BY AN INSTRUMENT IN WRITING, MEDAREX, ON THE ONE HAND, OR VALENTIS, ON
THE OTHER HAND, PROVIDED BY ONE PARTY TO THE OTHER PARTY, EACH RESPECTIVE PARTY
MAY WAIVE THE COMPLIANCE OF THE OTHER PARTY REQUIRED UNDER
15
THIS AGREEMENT WITH RESPECT TO ANY TERM OR PROVISION OF THIS AGREEMENT THAT SUCH
OTHER PARTY WAS OR IS OBLIGATED TO COMPLY WITH OR PERFORM.
SECTION 7.10
SUCCESSORS AND ASSIGNS THIS AGREEMENT SHALL BE BINDING
UPON AND INURE SOLELY TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND
PERMITTED ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED
TO OR SHALL CONFER UPON ANY OTHER THIRD PARTY ANY RIGHT, BENEFITS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
Section 7.11
Severability In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for 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 or therein shall not be in any way impaired thereby, it being intended
that all of the rights and privileges of the parties hereto and thereto shall be
enforceable to the fullest extent permitted by law.
Section 7.12
Governing Law; Consent to Jurisdiction
This Agreement
shall be governed by, interpreted and construed in accordance with the laws of
the State of California, without regard to its conflicts of law principles.
Each of Medarex and Valentis submits to the jurisdiction of California for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby.
Each of Medarex and Valentis agrees to
commence any such action, suit or proceeding in the San Francisco, California.
Each of Medarex and Valentis waives any objection to the laying of venue of any
action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby hereby agrees