PROVISION HEREOF, IS INTENDED TO CONFER UPON ANY PERSON OTHER
THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES HEREUNDER.
19.
INTERPRETATION.
(A)
EXCEPT AS OTHERWISE PROVIDED OR UNLESS THE CONTEXT OTHERWISE
REQUIRES, WHENEVER USED IN THIS AGREEMENT, (I) ANY NOUN OR PRONOUN SHALL BE
DEEMED TO INCLUDE THE PLURAL AND THE SINGULAR, (II) THE USE OF MASCULINE
PRONOUNS SHALL INCLUDE THE FEMININE AND NEUTER, (III) THE TERMS "INCLUDE" AND
"INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION",
(IV) THE WORD "OR" SHALL BE INCLUSIVE AND NOT EXCLUSIVE, (V) ALL REFERENCES TO
SECTIONS
16
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
REFER TO THE SECTIONS OF THIS AGREEMENT, ALL REFERENCES TO SCHEDULE REFER TO THE
SCHEDULE ATTACHED HERETO OR DELIVERED WITH THIS AGREEMENT, AS APPROPRIATE, AND
ALL REFERENCES TO ANNEXES AND EXHIBITS REFER TO THE ANNEXES AND EXHIBITS
ATTACHED TO THIS AGREEMENT, EACH OF WHICH IS MADE A PART OF THIS AGREEMENT FOR
ALL PURPOSES, AND (VI) EACH REFERENCE TO "HEREIN" MEANS A REFERENCE TO "IN THIS
AGREEMENT".
(B)
THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO
THEIR FAIR MEANING AND NEITHER FOR NOR AGAINST ANY PARTY HERETO IRRESPECTIVE OF
WHICH PARTY HERETO CAUSED SUCH PROVISIONS TO BE DRAFTED.
EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AN ATTORNEY IN CONNECTION
WITH THE PREPARATION AND EXECUTION OF THIS AGREEMENT.
(C)
UNLESS EXPRESSLY PROVIDED OTHERWISE, THE MEASURE OF A PERIOD OF
ONE MONTH OR ONE YEAR FOR PURPOSES OF THIS AGREEMENT SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE STARTING DATE, PROVIDED, HOWEVER,
THAT, IF NO CORRESPONDING DATE EXISTS, THE MEASURE SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE NEXT DAY FOLLOWING THE STARTING
DATE.
FOR EXAMPLE, ONE MONTH FOLLOWING FEBRUARY 18TH IS MARCH 18TH, AND ONE
MONTH FOLLOWING MARCH 31 IS MAY 1.
(D)
THE HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY
AND ARE NOT INTENDED TO BE PART OF, OR TO AFFECT THE MEANING OR INTERPRETATION
OF, THIS AGREEMENT.
[Signature page follows]
17
If the foregoing correctly sets forth the agreement among the Company and the
Purchaser, please indicate your acceptance in the space provided for that
purpose below.
Very truly yours,
VERTEX PHARMACEUTICALS
INCORPORATED.
By:
/s/ Matthew W. Emmens
Name:
Matthew W. Emmens
Title:
Chairman, President and CEO
Accepted:
OLMSTED PARK S.A.
By:
/s/ Hille-Paul Schut
Name:
Hille-Paul Schut
Title:
Director
By:
/s/ Julia Vogelweith
Name:
Julia Vogelweith
Title:
Director
By:
/s/ Xavier de Cillia
Name:
Xavier de Cillia
Title:
Director
Annex I
Certain Defined Terms
The following terms, as used in this Agreement, shall have the following
meanings:
"Adverse Effect" shall mean (i) an adverse effect on: (a) the legality, validity
or enforceability of any of the Transaction Documents, the Janssen Agreement or
the security interest granted in the Collateral under the Security Agreement;
(b) the amount of the