ALL REFERENCES TO
SECTIONS REFER TO THE SECTIONS OF THIS AGREEMENT, ALL REFERENCES TO SCHEDULE
REFER TO THE SCHEDULE ATTACHED HERETO OR DELIVERED WITH THIS AGREEMENT, AS
APPROPRIATE, AND ALL REFERENCES TO EXHIBITS REFER TO THE EXHIBITS ATTACHED TO
THIS AGREEMENT, EACH OF WHICH IS MADE A PART OF THIS AGREEMENT FOR ALL PURPOSES,
AND (VI) EACH REFERENCE TO "HEREIN" MEANS A REFERENCE TO "IN THIS AGREEMENT".
(B)
THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO
THEIR FAIR MEANING AND NEITHER FOR NOR AGAINST ANY PARTY HERETO IRRESPECTIVE OF
WHICH PARTY HERETO CAUSED SUCH PROVISIONS TO BE DRAFTED.
EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AN ATTORNEY IN CONNECTION
WITH THE PREPARATION AND EXECUTION OF THIS AGREEMENT.
(C)
UNLESS EXPRESSLY PROVIDED OTHERWISE, THE MEASURE OF A PERIOD OF
ONE MONTH OR ONE YEAR FOR PURPOSES OF THIS AGREEMENT SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE STARTING DATE, PROVIDED, HOWEVER,
THAT, IF NO CORRESPONDING DATE EXISTS, THE MEASURE SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE NEXT DAY FOLLOWING THE STARTING
DATE.
FOR EXAMPLE, ONE MONTH FOLLOWING FEBRUARY 18TH IS MARCH 18TH, AND ONE
MONTH FOLLOWING MARCH 31 IS MAY 1.
32
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
Section 7.15
Expenses.
Each of the parties hereto shall pay all of their own fees and expenses incurred
in connection with the negotiation of and entering into, this Agreement and the
other Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby.
[Signature page follows]
33
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date first above
written.
VERTEX PHARMACEUTICALS INCORPORATED
By:
/s/ Matthew W. Emmens
Name:
Matthew W. Emmens
Title:
Chairman, President and CEO
OLMSTED PARK S.A.
By:
/s/ Julia Vogelweith
Name:
Julia Vogelweith
Title:
Director
By:
/s/ Hille-Paul Schut
Name:
Hille-Paul Schut
Title:
Director
By:
/s/ Xavier de Cillia
Name:
Xavier de Cillia
Title:
Director