General Counsel
Facsimile:
(610) 738-6258
with a copy to:
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Attention:
Pran Jha
Facsimile:
(312) 853-7036
If to the Company, to:
Ception Therapeutics, Inc.
101 Lindenwood Drive
Suite 400
Malvern, PA 19355
Attention:
General Counsel
Facsimile:
(610) 640-2945
57
with a copy to:
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
Attention:
Yves Quintin
Facsimile:
(215) 979-1020
or to such other address as such party may indicate by a notice delivered to the
other party hereto in accordance with this Section 8.4.
8.5.
SUCCESSORS AND ASSIGNS.
(A)
THIS AGREEMENT MAY NOT BE ASSIGNED BY
EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED,
HOWEVER, THAT OPTIONEE SHALL BE ENTITLED TO ASSIGN THIS AGREEMENT TO ANY
AFFILIATE OF OPTIONEE WITHOUT THE CONSENT OF THE COMPANY, PROVIDED THAT NO SUCH
ASSIGNMENT SHALL RELIEVE OPTIONEE OF ITS OBLIGATIONS HEREUNDER.
(B)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND PERMITTED
ASSIGNS.
THE SUCCESSORS AND PERMITTED ASSIGNS HEREUNDER SHALL INCLUDE, IN THE
CASE OF OPTIONEE, ANY PERMITTED ASSIGNEE AS WELL AS THE SUCCESSORS IN INTEREST
TO SUCH PERMITTED ASSIGNEE (WHETHER BY MERGER, LIQUIDATION (INCLUDING SUCCESSIVE
MERGERS OR LIQUIDATIONS) OR OTHERWISE).
NOTHING IN THIS AGREEMENT, EXPRESSED OR
IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO CONFER UPON ANY PERSON OTHER THAN
THE PARTIES AND SUCCESSORS AND ASSIGNS PERMITTED BY THIS SECTION 8.5 ANY RIGHT,
REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT AS A THIRD PARTY
BENEFICIARY OR OTHERWISE.
8.6.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT,
THE EXHIBITS AND SCHEDULES REFERRED TO HEREIN AND THE DOCUMENTS DELIVERED
PURSUANT HERETO AND THE CONFIDENTIALITY AGREEMENT CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER CONTAINED
HEREIN OR THEREIN, AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS OR LETTERS
OF INTENT BETWEEN THE PARTIES HERETO, INCLUDING THE LETTER OF INTENT.
THIS
AGREEMENT SHALL NOT BE AMENDED, MODIFIED OR SUPPLEMENTED EXCEPT BY A WRITTEN
INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES HERETO.
8.7.
PARTIAL INVALIDITY.
WHEREVER POSSIBLE, EACH
PROVISION HEREOF SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IN CASE 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 PROVISION SHALL BE INEFFECTIVE TO THE EXTENT,
BUT ONLY TO THE EXTENT, OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT INVALIDATING THE REMAINDER OF SUCH INVALID, ILLEGAL OR UNENFORCEABLE
PROVISION OR PROVISIONS OR ANY OTHER PROVISIONS HEREOF, UNLESS SUCH A
CONSTRUCTION WOULD BE UNREASONABLE.
8.8.
WAIVERS.
ANY TERM OR PROVISION OF THIS
AGREEMENT MAY BE WAIVED, OR THE TIME FOR ITS PERFORMANCE MAY BE EXTENDED, BY THE
PARTY OR PARTIES ENTITLED TO THE BENEFIT THEREOF.
ANY SUCH WAIVER SHALL BE
VALIDLY AND SUFFICIENTLY AUTHORIZED FOR THE PURPOSES OF THIS AGREEMENT IF, AS TO
ANY PARTY, IT IS AUTHORIZED IN WRITING BY AN AUTHORIZED REPRESENTATIVE