OR OTHER PROCEEDING OR INVESTIGATION OF ANY NATURE RELATING TO THE
TRANSACTION DOCUMENTS; AND ANY INSOLVENCY OR BANKRUPTCY OF GENAISSANCE OR ANY
SUBSIDIARY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GENAISSANCE
SHALL, UPON DEMAND, PAY OR REIMBURSE EACH INDEMNITEE FOR ALL INDEMNIFIED COSTS
AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED
THEREBY.
GENAISSANCE'S OBLIGATIONS UNDER THIS SECTION 9.1 SHALL SURVIVE THE
PAYMENT, TRANSFER, CONVERSION, CANCELLATION, ENFORCEMENT, AMENDMENT, WAIVER OR
RELEASE OF THE TRANSACTION DOCUMENTS.
10.
MISCELLANEOUS.
10.1
ASSIGNMENTS; PARTIES IN INTEREST.
EACH OF THE
TRANSACTION DOCUMENTS SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS OF THE PARTIES HERETO AND
SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EACH PERSON WHO SHALL BE A
HOLDER OF THE NOTES FROM TIME TO TIME.
NEITHER GENAISSANCE NOR ANY SUBSIDIARY
MAY ASSIGN ANY OF THE TRANSACTION DOCUMENTS OR ANY OF THEIR RIGHTS, INTERESTS,
OR OBLIGATIONS THEREUNDER; UNLESS SIMULTANEOUSLY THEREWITH, THE NOTES, TOGETHER
WITH ALL ACCRUED AND UNPAID INTEREST THEREON, ARE REPAID IN CASH IN FULL;
PROVIDED, HOWEVER: (I) NO SUCH ASSIGNMENT SHALL RELIEVE GENAISSANCE OR SUCH
SUBSIDIARY OF ANY MATURED OR UNMATURED OBLIGATIONS HEREUNDER; AND (II) ANY SUCH
ASSIGNEE ASSUMES THE OBLIGATIONS UNDER THIS AGREEMENT IN A WRITING REASONABLY
SATISFACTORY TO THE PURCHASERS.
THE PURCHASERS MAY ASSIGN ANY OF ITS RIGHTS
UNDER ANY OF THE TRANSACTION DOCUMENTS OR PLEDGE OR GRANT A SECURITY INTEREST IN
THE NOTES AND ITS RIGHTS THEREUNDER, EXCEPT THAT THE PURCHASERS SHALL NOT ASSIGN
ANY OF THEIR RIGHTS UNDER ANY OF THE TRANSACTION DOCUMENTS TO A FOR-PROFIT
COMPANY ENGAGED IN THE BUSINESS OF RESEARCHING (INCLUDING, WITHOUT LIMITATION,
CONTRACT RESEARCH ORGANIZATIONS), DEVELOPING AND/OR COMMERCIALIZING
PHARMACEUTICAL OR BIOTECHNOLOGY PRODUCTS OR SERVICES THAT ARE THEN COMPETITIVE
WITH THE PRODUCTS OR SERVICES OF EITHER CO-BORROWER; PROVIDED, HOWEVER, THAT
SUCH TRANSFER COMPLIES WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS AND
THE TRANSFEREE AGREES TO BE BOUND BY, AND ENTITLED TO THE BENEFITS OF, SUCH
TRANSACTION DOCUMENT AS AN ORIGINAL PARTY THERETO.
10.2
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.
10.3
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED
IN THE TRANSACTION DOCUMENTS ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE
CONSIDERED IN CONSTRUING OR INTERPRETING THE TRANSACTION DOCUMENTS.
10.4
NOTICES.
ANY NOTICE, REQUEST, DEMAND OR OTHER
COMMUNICATION REQUIRED OR PERMITTED UNDER THE TRANSACTION DOCUMENTS SHALL BE
GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY TO
THE PARTY TO BE NOTIFIED, UPON THE DATE OF TRANSMITTAL OF SERVICES VIA TELECOPY
TO THE PARTY TO WHOM NOTICE IS GIVEN, OR ON THE THIRD DAY AFTER DEPOSIT IN THE
UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL, WITH POSTAGE AND
FEES PREPAID.
ALL
41
COMMUNICATIONS TO EITHER OF THE CO-BORROWERS AND TO THE PURCHASERS SHALL BE SENT
AT THE RESPECTIVE ADDRESSES SET FORTH BELOW OR AT SUCH OTHER ADDRESSES AS SUCH
CO-BORROWER OR THE PURCHASERS