TIME OF PERFORMANCE AND ALL VALID RULES, REGULATIONS
AND ORDERS THEREOF REGULATING SUCH ACTIVITIES.
10.8
SUCCESSORS AND ASSIGNS.
NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS OR OBLIGATIONS CREATED HEREIN, EXCEPT FOR THE RIGHT TO RECEIVE ANY
REMUNERATION HEREUNDER, MAY BE ASSIGNED BY EITHER PARTY, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
NOTWITHSTANDING THE
PRECEDING SENTENCE, JHU AND COMPANY SHALL BE FREE TO ASSIGN THIS AGREEMENT IN
CONNECTION WITH ANY SALE OF SUBSTANTIALLY ALL OF SUCH PARTY'S ASSETS WITHOUT THE
CONSENT OF THE OTHER PARTY HEREUNDER, AND COMPANY AND JHU SHALL BE FREE TO
ASSIGN THIS AGREEMENT OR OTHERWISE TO TRANSFER ALL OF THEIR RESPECTIVE RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT TO A SUCCESSOR BY MERGER UPON THE PRIOR
WRITTEN CONSENT OF THE OTHER HEREUNDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
THIS AGREEMENT SHALL BIND AND INURE TO THE
BENEFIT OF THE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES HERETO.
10.9
NO WAIVERS; SEVERABILITY.
NO WAIVER OF ANY BREACH OF THIS AGREEMENT
SHALL CONSTITUTE A WAIVER OF ANY OTHER BREACH OF THE SAME OR OTHER PROVISION OF
THIS AGREEMENT, AND NO WAIVER SHALL BE EFFECTIVE UNLESS MADE IN WRITING.
ANY
PROVISION HEREOF PROHIBITED BY OR UNENFORCEABLE UNDER ANY APPLICABLE LAW OF ANY
JURISDICTION SHALL AS TO SUCH JURISDICTION BE DEEMED INEFFECTIVE AND DELETED
HEREFROM WITHOUT AFFECTING ANY OTHER PROVISION OF THIS AGREEMENT.
IT IS THE
DESIRE OF THE PARTIES HERETO THAT THIS AGREEMENT BE ENFORCED TO THE MAXIMUM
EXTENT PERMITTED BY LAW, AND SHOULD ANY PROVISION CONTAINED HEREIN BE HELD BY
ANY GOVERNMENTAL AGENCY OR COURT OF COMPETENT JURISDICTION TO BE VOID, ILLEGAL
AND UNENFORCEABLE, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH FOR A SUBSTITUTE
TERM OR PROVISION WHICH CARRIES OUT THE ORIGINAL INTENT OF THE PARTIES.
10.10
ENTIRE AGREEMENT; AMENDMENT.
COMPANY AND JHU ACKNOWLEDGE THAT THEY
HAVE READ THIS ENTIRE AGREEMENT AND THAT THIS AGREEMENT, INCLUDING THE ATTACHED
EXHIBITS CONSTITUTES THE ENTIRE UNDERSTANDING AND CONTRACT BETWEEN THE PARTIES
HERETO AND SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN
COMMUNICATIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF (INCLUDING THE PRIOR
LICENSE AGREEMENT) AND (EXCEPT AS SPECIFICALLY CONTEMPLATED BY PARAGRAPH 3.4 AND
9.3 HEREOF) THIS AGREEMENT SHALL NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH OF THE PARTIES HERETO.
10.11
DELAYS OR OMISSIONS.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO DELAY
OR OMISSION TO EXERCISE ANY RIGHT, POWER OR REMEDY ACCRUING TO ANY PARTY HERETO,
SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY TO SUCH PARTY NOR SHALL IT BE
CONSTRUED TO BE A WAIVER OF ANY SUCH BREACH OR DEFAULT, OR AN ACQUIESCENCE
THEREIN, OR IN ANY SIMILAR BREACH OR DEFAULT BE DEEMED A WAIVER OF ANY OTHER
BREACH OR DEFAULT THERETOFORE OR THEREAFTER OCCURRING.
ANY WAIVER, PERMIT,
CONSENT OR APPROVAL OF ANY KIND OR CHARACTER ON THE PART OF ANY PARTY OF ANY
BREACH OR DEFAULT UNDER THIS AGREEMENT, OR ANY WAIVER ON THE PART OF ANY