EFFECTIVE DATE:
(A)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY INDEVUS AND CONSTITUTES LEGAL, VALID, AND BINDING OBLIGATIONS
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS EXCEPT AS
ENFORCEABILITY IS LIMITED BY (I) ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAW AFFECTING CREDITOR'S RIGHTS GENERALLY,
OR (II) GENERAL PRINCIPLES OF EQUITY, WHETHER CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW;
(B)
IT HAS FULL CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
ALL CORPORATE ACTS AND OTHER PROCEEDINGS REQUIRED TO BE
TAKEN TO AUTHORIZE SUCH EXECUTION, DELIVERY, AND CONSUMMATION HAVE BEEN DULY AND
PROPERLY TAKEN AND OBTAINED; AND
(C)
NO APPROVAL, AUTHORIZATION, CONSENT, OR
OTHER ORDER OR ACTION OF OR FILING WITH ANY COURT, ADMINISTRATIVE AGENCY OR
OTHER GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION AND DELIVERY BY
INDEVUS OF THIS AGREEMENT.
ARTICLE IV
MISCELLANEOUS
4.1.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS
WHICH ARE REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SUFFICIENT IF
DELIVERED PERSONALLY, SENT BY FACSIMILE (AND PROMPTLY CONFIRMED BY PERSONAL
DELIVERY, REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER), SENT BY
NATIONALLY-RECOGNIZED OVERNIGHT COURIER OR SENT BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED AS FOLLOWS:
7
if to INDEVUS to:
INDEVUS PHARMACEUTICALS, INC.
99 Hayden Avenue
Lexington, MA 02421
Attention:
President
Fax No.: 781-862-3859
if to PALIGENT to:
PALIGENT, INC.
10 East 53rd Street, 33rd Floor
New York, NY 10022
Attention:
President
Fax No.: (212) 755-5463
or to such other address as the Party to whom notice is to be given may have
furnished to the other Parties in writing in accordance herewith.
Any such
communication shall be deemed to have been given when delivered if personally
delivered or sent by facsimile on a Business Day, upon confirmed delivery by
nationally-recognized overnight courier if so delivered and on the third
Business Day following the date of mailing if sent by registered or certified
mail.
4.2.
APPLICABLE LAW.
THE AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF
AMERICA AND STATE OF NEW YORK WITHOUT REFERENCE TO ANY RULES OF CONFLICT OF
LAWS.
4.3.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING
THE EXHIBITS AND SCHEDULES HERETO, CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PREVIOUS AGREEMENTS, WRITINGS AND UNDERSTANDINGS, INCLUDING
WITHOUT LIMITATION, THE LICENSE AGREEMENT (EXCEPT AS SPECIFICALLY SET FORTH
HEREIN).
THIS AGREEMENT MAY BE AMENDED, OR ANY TERM HEREOF MODIFIED, ONLY BY A
WRITTEN INSTRUMENT DULY EXECUTED BY ALL PARTIES HERETO.
4.4.
HEADINGS.
THE CAPTIONS TO THE SEVERAL
ARTICLES AND SECTIONS HEREOF ARE NOT A PART OF THE AGREEMENT, BUT ARE MERELY
GUIDES OR LABELS TO ASSIST IN LOCATING AND READING THE SEVERAL ARTICLES AND
SECTIONS HEREOF.
4.5.
COUNTERPARTS.
THE 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.
4.6.