1. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2. Invalidity or unenforceability of one or more provisions of this Agreement shall not affect any other provision of this Agreement.

Commentary: These examples are typical of severability clauses commonly found in licensing agreements.

3. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

Commentary: This example is a verbose restatement of the same concept expressed by Examples 1 and 2. However, this clause expressly states that the severability clause will not apply if deletion of the unenforceable clause would result in a “material” change and it would be “unreasonable” to continue. While this merely restates what is generally the law of most jurisdictions, it is nevertheless wise to include such language to make clear the parties’ intent that only unimportant non-material provisions may be severed.