upon receipt
and must be personally delivered to such party, sent to such party by deposit in
the United States mail, first class, postage prepaid or telecopy transmission
(with written confirmation copy to follow via United States mail) or delivered
by a reliable overnight delivery service, to the address for such party below or
such other address as a party may designate from time to time:
To Client:
CollaGenex Pharmaceuticals, Inc.
41 University Drive, Suite 200
Newtown, PA 18940
Attn:
With a copy to:
To Cardinal Health:
Cardinal Health PTS, LLC
14 Schoolhouse Road
Somerset, NJ 08873
Attn:
Vice President, Business Development, Solid Oral Pharmaceuticals
Facsimile:
(732) 537-6493
With a copy to:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Attn:
Associate General Counsel,
Pharmaceutical Technologies and Services
Facsimile:
(614) 757-5051
ARTICLE 18
MISCELLANEOUS
18.1
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT IS
THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY CONTRACTS,
AGREEMENTS OR UNDERSTANDING (ORAL OR WRITTEN) OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF. NO TERM OF THIS AGREEMENT MAY BE AMENDED EXCEPT UPON
WRITTEN AGREEMENT OF BOTH PARTIES, UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT.
16
18.2
CAPTIONS. THE CAPTIONS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND ARE NOT TO BE INTERPRETED OR CONSTRUED AS A SUBSTANTIVE
PART OF THIS AGREEMENT.
18.3
FURTHER ASSURANCES. THE PARTIES AGREE TO EXECUTE,
ACKNOWLEDGE AND DELIVER SUCH FURTHER INSTRUMENTS AND TO TAKE ALL SUCH OTHER
INCIDENTAL ACTS AS MAY BE REASONABLY NECESSARY OR APPROPRIATE TO CARRY OUT THE
PURPOSE AND INTENT OF THIS AGREEMENT.
18.4
NO WAIVER. FAILURE BY EITHER PARTY TO INSIST UPON
STRICT COMPLIANCE WITH ANY TERM OF THIS AGREEMENT IN ANY ONE OR MORE INSTANCES
WILL NOT BE DEEMED TO BE A WAIVER OF ITS RIGHTS TO INSIST UPON SUCH STRICT
COMPLIANCE WITH RESPECT TO ANY SUBSEQUENT FAILURE.
18.5
SEVERABILITY. IF ANY TERM OF THIS AGREEMENT IS
DECLARED INVALID OR UNENFORCEABLE BY A COURT OR OTHER BODY OF COMPETENT
JURISDICTION, THE REMAINING TERMS OF THIS AGREEMENT WILL CONTINUE IN FULL FORCE
AND EFFECT.
18.6
INDEPENDENT CONTRACTORS. THE RELATIONSHIP OF THE
PARTIES IS THAT OF INDEPENDENT CONTRACTORS, AND NEITHER PARTY WILL INCUR ANY
DEBTS OR MAKE ANY COMMITMENTS FOR THE OTHER PARTY EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE OR
WILL BE CONSTRUED AS CREATING BETWEEN THE PARTIES THE RELATIONSHIP OF JOINT
VENTURES, CO-PARTNERS, EMPLOYER/EMPLOYEE OR PRINCIPAL AND AGENT.
18.7
SUCCESSORS AND ASSIGNS. THIS AGREEMENT WILL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND
PERMITTED ASSIGNS. NEITHER PARTY MAY ASSIGN THIS AGREEMENT, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY
MAY, WITHOUT THE OTHER PARTY'S CONSENT, ASSIGN THIS AGREEMENT TO AN AFFILIATE OR
TO A SUCCESSOR TO SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE ASSIGNING
COMPANY.
18.8
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS