OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
ALL EXPRESS OR IMPLIED
AGREEMENTS AND UNDERSTANDINGS, EITHER ORAL OR WRITTEN, HERETOFORE MADE ARE
EXPRESSLY MERGED IN AND MADE A PART OF THIS AGREEMENT AND THE OTHER AGREEMENTS
DESCRIBED IN THIS SECTION.
THIS AGREEMENT MAY BE AMENDED, OR ANY TERM HEREOF
MODIFIED, ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY BOTH PARTIES HERETO.
13.9
HEADINGS.
THE CAPTIONS TO THE SEVERAL ARTICLES
AND SECTIONS HEREOF ARE NOT A PART OF THIS AGREEMENT, BUT ARE MERELY GUIDES OR
LABELS TO ASSIST IN LOCATING AND READING THE SEVERAL ARTICLES AND SECTIONS
HEREOF.
13.10
AGREEMENT NOT TO SOLICIT EMPLOYEES.
DURING THE TERM
AND FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT, EPIX AND SCHERING AGREE NOT TO SEEK TO PERSUADE OR INDUCE ANY
EMPLOYEE OF THE OTHER COMPANY TO DISCONTINUE HIS OR HER EMPLOYMENT WITH THAT
COMPANY IN ORDER TO BECOME EMPLOYED BY OR ASSOCIATED WITH ANY BUSINESS,
ENTERPRISE OR EFFORT THAT IS ASSOCIATED WITH ITS OWN BUSINESS.
13.11
EXPORTS.
THE PARTIES ACKNOWLEDGE THAT THE EXPORT OF
TECHNICAL DATA, MATERIALS OR PRODUCTS IS SUBJECT TO THE EXPORTING PARTY
RECEIVING ANY NECESSARY EXPORT LICENSES AND THAT THE PARTIES CANNOT BE
RESPONSIBLE FOR ANY DELAYS ATTRIBUTABLE TO EXPORT CONTROLS WHICH ARE BEYOND THE
REASONABLE CONTROL OF EITHER PARTY.
EPIX AND SCHERING AGREE NOT TO EXPORT OR
RE-EXPORT, DIRECTLY OR INDIRECTLY, ANY INFORMATION, TECHNICAL DATA, THE DIRECT
PRODUCT OF SUCH DATA, SAMPLES OR EQUIPMENT RECEIVED OR GENERATED UNDER THIS
AGREEMENT IN VIOLATION OF ANY APPLICABLE EXPORT CONTROL LAWS OR GOVERNMENTAL
REGULATIONS.
EPIX AND SCHERING AGREE TO OBTAIN SIMILAR COVENANTS FROM THEIR
LICENSEES, SUBLICENSEES AND CONTRACTORS WITH RESPECT TO THE SUBJECT MATTER OF
THIS SECTION 13.11.
13.12
WAIVER.
THE WAIVER BY EITHER PARTY HERETO OF ANY
RIGHT HEREUNDER SHALL NOT BE
34
DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER WHETHER OF A SIMILAR NATURE OR
OTHERWISE.
13.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
13.14
INDEPENDENT CONTRACTORS; NEGATION OF PARTNERSHIP.
THE
RELATIONSHIP OF EPIX AND SCHERING ESTABLISHED BY THIS AGREEMENT IS THAT OF
INDEPENDENT CONTRACTORS, AND NOTHING CONTAINED IN THIS AGREEMENT SHALL BE
CONSTRUED TO GIVE EITHER PARTY THE POWER TO DIRECT OR CONTROL THE DAY-TO-DAY
ACTIVITIES OF THE OTHER, OR ALLOW ONE PARTY TO CREATE OR ASSUME AN OBLIGATION ON
BEHALF OF THE OTHER PARTY FOR ANY PURPOSE WHATSOEVER.
THIS AGREEMENT IS NOT
INTENDED TO CREATE A PARTNERSHIP BETWEEN EPIX AND SCHERING FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES (AS DEFINED IN SECTION 761 OF THE INTERNAL REVENUE
CODE), FOR ANY STATE OR LOCAL JURISDICTION IN THE UNITED STATES, OF FOR ANY
COUNTRY OTHER THAN THE UNITED STATES.
THEREFORE, THERE IS NO REQUIREMENT IN THE
UNITED STATES TO FILE FORM 1065, UNITED STATES PARTNERSHIP RETURN OF INCOME, OR
ANY SIMILAR STATE OR LOCAL INCOME TAX RETURN IN ANY POLITICAL SUBDIVISION OF THE
UNITED STATES,