WAIVE OR RELEASE ANY OF ITS RIGHTS OR
INTERESTS IN THIS AGREEMENT EXCEPT IN WRITING.
THE FAILURE OF EITHER PARTY TO
ASSERT A RIGHT HEREUNDER OR TO INSIST UPON COMPLIANCE WITH ANY TERM OR CONDITION
OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR EXCUSE A
SIMILAR SUBSEQUENT FAILURE TO PERFORM ANY SUCH TERM OR CONDITION.
NO WAIVER BY
EITHER PARTY OF ANY CONDITION OR TERM IN ANY ONE OR MORE INSTANCES SHALL BE
CONSTRUED AS A CONTINUING WAIVER OR SUBSEQUENT WAIVER OF SUCH CONDITION OR TERM
OR OF ANOTHER CONDITION OR TERM.
11.9
SEVERABILITY.
IF ANY PROVISION HEREOF SHOULD BE HELD INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, THE PARTIES SHALL NEGOTIATE IN
GOOD FAITH A VALID, LEGAL AND ENFORCEABLE SUBSTITUTE PROVISION THAT MOST NEARLY
REFLECTS THE ORIGINAL INTENT OF THE PARTIES AND ALL OTHER PROVISIONS HEREOF
SHALL REMAIN IN FULL FORCE AND EFFECT IN SUCH JURISDICTION AND SHALL BE
LIBERALLY CONSTRUED IN ORDER TO CARRY OUT THE INTENTIONS OF THE PARTIES HERETO
AS NEARLY AS MAY BE POSSIBLE.
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION.
11.10
ENTIRE AGREEMENT; EXISTING COLLABORATION.
THIS AGREEMENT, TOGETHER
WITH THE SCHEDULES AND EXHIBITS HERETO, AND THE RELEVANT APPLICABLE CITED
PROVISIONS OF THE EXISTING
25
COLLABORATION, SET FORTH ALL THE COVENANTS, PROMISES, AGREEMENTS, WARRANTIES,
REPRESENTATIONS, CONDITIONS AND UNDERSTANDINGS BETWEEN THE PARTIES AND SUPERSEDE
AND TERMINATE ALL PRIOR AGREEMENTS AND UNDERSTANDING BETWEEN THE PARTIES.
THERE
ARE NO COVENANTS, PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS
OR UNDERSTANDINGS, EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES OTHER THAN AS SET
FORTH HEREIN AND THEREIN.
NO SUBSEQUENT ALTERATION, AMENDMENT, CHANGE OR
ADDITION TO THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES HERETO UNLESS
REDUCED TO WRITING AND SIGNED BY THE RESPECTIVE AUTHORIZED OFFICERS OF THE
PARTIES.
NOTWITHSTANDING THE FIRST SENTENCE OF THIS SECTION 11.10, EXCEPT AS
EXPLICITLY STATED IN THIS AGREEMENT, ALL THE TERMS AND CONDITIONS OF THE
EXISTING COLLABORATION AND THE EXISTING CONVERTIBLE PROMISSORY NOTE BY REGULUS
AND ITS FOUNDING COMPANIES TO GSK, DATED APRIL 24, 2008, SHALL REMAIN UNCHANGED
AND WILL CONTINUE IN FULL FORCE AND EFFECT.
11.11
INDEPENDENT CONTRACTORS.
NOTHING HEREIN SHALL BE CONSTRUED TO CREATE
ANY RELATIONSHIP OF EMPLOYER AND EMPLOYEE, AGENT AND PRINCIPAL, PARTNERSHIP OR
JOINT VENTURE BETWEEN THE PARTIES.
EACH PARTY IS AN INDEPENDENT CONTRACTOR.
NEITHER PARTY SHALL ASSUME, EITHER DIRECTLY OR INDIRECTLY, ANY LIABILITY OF OR
FOR THE OTHER PARTY.
NEITHER PARTY SHALL HAVE THE AUTHORITY TO BIND OR OBLIGATE
THE OTHER PARTY AND NEITHER PARTY SHALL REPRESENT THAT IT HAS SUCH AUTHORITY.
11.12
HEADINGS.
HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY AND SHALL
NOT IN ANY WAY AFFECT THE CONSTRUCTION OF OR BE TAKEN INTO CONSIDERATION IN
INTERPRETING THIS AGREEMENT.
11.13
BOOKS AND RECORDS.
ANY BOOKS AND RECORDS TO BE MAINTAINED UNDER THIS
AGREEMENT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES SHALL BE MAINTAINED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (OR ANY SUCCESSOR
STANDARD) IN THE CASE OF REGULUS, AND SHALL BE