If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 4.4 or 4.5 is invalid or unenforceable, then the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closer to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event of litigation involving Sections 4.3 , 4.4 , or 4.5 , the non-prevailing party shall reimburse the prevailing party for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with any such litigation, including any appeal therefrom. The existence of any claim or cause of action between the Parties or any of their respective Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement of the provisions of Sections 4.3 , 4.4 , or 4.5 , which Sections will be enforceable notwithstanding the existence of any breach by a Party.