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These excerpts taken from the ISIS 10-K filed Feb 26, 2009. 13. GENERAL PROVISIONS
13.1. Notice. All notices required or permitted under this Agreement and any PCD Program will be in writing and will be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile or email if sent during the normal business hours of the recipient (if not sent during such hours, then on the next business day), (c) 5 days after timely deposit as registered or certified mail, return receipt requested, postage prepaid or (d) 2 days after timely deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices will be sent to the appropriate address(es) or number(s) of the Party to be notified as set forth below, or at such other address(es), number(s) or person(s) as such Party may designate by advance written notice to the party providing notice:
If to KIT:
Korea Institute of Toxicology 100 Jangdong Yuseong, Daejeon 305-343, Korea Attention: Sang Seop Han, DVM, Ph.D. President
and a copy to each individual designated in a PCD Program as to receive notice.
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If to Isis:
1896 Rutherford Road
with a copy to:
1896 Rutherford Road
and a copy to each individual designated in a PCD Program as to receive notice.
13.2. Independent Contractor. KIT will perform Pre-Clinical Development as an independent contractor and will have complete and exclusive control over KIT’s employees, consultants and agents. Notwithstanding the collaborative relationship created by this Agreement, nothing herein will preclude Isis from seeking and/or entering into a separate relationship with a third-party for the provision of pre-clinical research of a same or similar nature as the Pre-Clinical Development.
13.3. Entire Agreement. This Agreement (including the PCD Plan and any PCD Programs) constitutes the entire understanding between the Parties with respect to the subject matter covered hereby and supersedes any prior negotiations, representations, agreements and understandings regarding such subject matter. In the event there is a conflict between the terms and conditions of this Agreement, and the terms and conditions of any PCD Program, the terms and conditions of this Agreement will govern and control (unless expressly stated otherwise in the PCD Program).
13.4. Modifications; Waivers. Neither this Agreement nor any PCD Program may be amended, supplemented or otherwise modified except by an instrument in writing signed by each of the Parties. The failure of any Party to insist upon strict performance of any provision of this Agreement or any PCD Program or to exercise any right hereunder or thereunder will not constitute a waiver of that provision of or right under this Agreement or such PCD Program or of any other provision of or right under this Agreement or such PCD Program.
13.5. Severability. If any provision of this Agreement or any PCD Program is declared invalid, illegal or unenforceable, such provision will be severed and all remaining provisions will continue in full force and effect.
13.6. Governing Law. This Agreement and each PCD Program will be construed and enforced in accordance with the laws of England, without regard to its choice of law principles.
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13.7. Dispute Resolution.
13.7.1. Any dispute that arises under this Agreement will be first referred to the Executive Officers for resolution as set forth in Section 12.3 above. In the event that the Executive Officers fail to resolve the dispute, the Parties agree to refer the dispute to arbitration.
13.7.2. Arbitration Proceedings. If the Parties pursue arbitration proceedings under Section 12.3 or 13.7.1 above, the dispute will be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the rules. Such arbitration will be carried out in Geneva, Switzerland. The language to be used in the arbitration proceeding shall be English.. Either Party may apply to the arbitrator(s) or to a court for interim injunctive relief until the arbitration decision is rendered or the dispute, controversy or claim is otherwise resolved.
13.7.3. Costs and Expenses. Each Party will bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator’s fees and any administrative fees of arbitration. Notwithstanding the foregoing, if a Party has been found to be in material breach of this Agreement, the breaching Party will be responsible for all the costs and expenses of the arbitrator and any administrative fees of arbitration.
13.7.4. Confidentiality. Except to the extent required by law, neither a Party nor the arbitrator may disclose the existence, content, or results of a arbitration without the prior written consent of both Parties, and provided that the foregoing will not prevent a Party from confidentially disclosing the existence, content and results of the arbitration in confidence to its directors, professional advisors, and existing or potential investors or acquirers, and others on a need to know basis or as required by law or regulation.
13.8. Due Authorization; Authority; Conflicts. The persons executing this Agreement represent and warrant that they have full power and authority to enter into this Agreement on behalf of the entities they purport to represent. Each Party represents and warrants to the other Party as of the Effective Date and the effective date of each PCD Program that this Agreement and such PCD Program has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement and such PCD Program does not conflict with any order, law or regulation or any agreement or understanding by which such party or its assets or property are bound and that no such agreement or understanding would prevent it from fulfilling its obligations under this Agreement or such PCD Program and that, during the term of this Agreement and such PCD Program, it will not enter into any agreement that would materially impair its ability to fulfill its obligations under this Agreement or such PCD Program.
13.9. Assignment. KIT will have no right to assign, subcontract, transfer, or otherwise dispose of its rights under this Agreement or any PCD Program or to assign the burdens hereof or thereof without the prior written consent of Isis. Subject to the foregoing, this Agreement and any PCD Program will inure to the benefit of and be binding upon the Parties’ successors and assigns.
13.10. Conflicts. In the event of a conflict between this Agreement and any PCD Program, the terms of this Agreement will govern and control, unless such PCD Program specifically references the conflicting provision in this Agreement and states that such provision of this Agreement is superseded by the relevant provision of such PCD Program.
13.11. Remedies. Isis’ rights and remedies hereunder (including those set forth in Section 12) are cumulative and not exclusive of any rights or remedies that are otherwise available under law.
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13.12. Attorneys’ Fees. Subject to Section 13.7 above, if any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or any PCD Program, the prevailing Party will be entitled to reasonable attorneys’ fees, costs and disbursements, in addition to any other relief to which such Party may be entitled. In addition, if any action is properly instituted to collect on any amount due under any PCD Program, the Party against whom the collection is instituted will pay the reasonable costs and expenses incurred in connection with such action.
13. GENERAL PROVISIONS
13.1. Notice. All notices required or
If to KIT:
Korea Institute of Toxicology 100 Jangdong Yuseong, Daejeon 305-343, Korea Attention: President
and a copy to each individual designated in a PCD Program as to receive
8
If to Isis:
1896 Rutherford Road
with a copy to:
1896 Rutherford Road
and a copy to each individual designated in a PCD Program as to receive
13.2. Independent Contractor. KIT will perform Pre-Clinical Development as an
13.3. Entire
13.4. Modifications; Waivers. Neither
13.5. Severability. If any provision of this Agreement or
13.6. Governing
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13.7. Dispute Resolution.
13.7.1. Any dispute that arises under this Agreement will be first
13.7.2. Arbitration Proceedings.
13.7.3. Costs and Expenses. Each Party will bear its own costs
13.7.4. Confidentiality. Except
13.8. Due Authorization;
13.9. Assignment. KIT
13.10. Conflicts.
13.11. Remedies. Isis’ rights and remedies
10
13.12. Attorneys’
13. GENERAL PROVISIONS
13.1. Notice. All notices required or
If to KIT:
Korea Institute of Toxicology 100 Jangdong Yuseong, Daejeon 305-343, Korea Attention: President
and a copy to each individual designated in a PCD Program as to receive
8
If to Isis:
1896 Rutherford Road
with a copy to:
1896 Rutherford Road
and a copy to each individual designated in a PCD Program as to receive
13.2. Independent Contractor. KIT will perform Pre-Clinical Development as an
13.3. Entire
13.4. Modifications; Waivers. Neither
13.5. Severability. If any provision of this Agreement or
13.6. Governing
9
13.7. Dispute Resolution.
13.7.1. Any dispute that arises under this Agreement will be first
13.7.2. Arbitration Proceedings.
13.7.3. Costs and Expenses. Each Party will bear its own costs
13.7.4. Confidentiality. Except
13.8. Due Authorization;
13.9. Assignment. KIT
13.10. Conflicts.
13.11. Remedies. Isis’ rights and remedies
10
13.12. Attorneys’
13. GENERAL PROVISIONS
13.1. Notice. All notices required or
If to KIT:
Korea Institute of Toxicology 100 Jangdong Yuseong, Daejeon 305-343, Korea Attention: President
and a copy to each individual designated in a PCD Program as to receive
8
If to Isis:
1896 Rutherford Road
with a copy to:
1896 Rutherford Road
and a copy to each individual designated in a PCD Program as to receive
13.2. Independent Contractor. KIT will perform Pre-Clinical Development as an
13.3. Entire
13.4. Modifications; Waivers. Neither
13.5. Severability. If any provision of this Agreement or
13.6. Governing
9
13.7. Dispute Resolution.
13.7.1. Any dispute that arises under this Agreement will be first
13.7.2. Arbitration Proceedings.
13.7.3. Costs and Expenses. Each Party will bear its own costs
13.7.4. Confidentiality. Except
13.8. Due Authorization;
13.9. Assignment. KIT
13.10. Conflicts.
13.11. Remedies. Isis’ rights and remedies
10
13.12. Attorneys’
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