INTENT OF THIS
AGREEMENT.
SECTION 13.4
CAPTIONS.
ALL CAPTIONS HEREIN ARE FOR CONVENIENCE ONLY AND SHALL
NOT BE INTERPRETED AS HAVING ANY SUBSTANTIVE MEANING.
SECTION 13.5
INTEGRATION.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT
AND SUPERSEDES ALL PREVIOUS AGREEMENTS, WHETHER WRITTEN OR ORAL.
NOTWITHSTANDING THE AUTHORITY GRANTED TO THE JSC UNDER THIS AGREEMENT, THIS
AGREEMENT MAY BE AMENDED ONLY IN WRITING SIGNED BY PROPERLY AUTHORIZED
REPRESENTATIVES OF EACH OF ALNYLAM AND CUBIST.
IF A CONFLICT ARISES BETWEEN THE
DEVELOPMENT PLAN, THE GLOBAL STRATEGIC COMMERCIALIZATION PLAN AND THE
COMMERCIALIZATION PLANS AND BUDGETS, ON THE ONE HAND, AND THIS AGREEMENT, ON THE
OTHER HAND, THE TERMS OF THIS AGREEMENT SHALL GOVERN.
SECTION 13.6
INDEPENDENT CONTRACTORS; NO AGENCY.
NEITHER PARTY SHALL HAVE ANY
RESPONSIBILITY FOR THE HIRING, FIRING OR COMPENSATION OF THE OTHER PARTY'S
EMPLOYEES OR FOR ANY EMPLOYEE BENEFITS.
NO EMPLOYEE OR REPRESENTATIVE OF A
PARTY SHALL HAVE ANY AUTHORITY TO BIND OR
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
86
OBLIGATE THE OTHER PARTY TO THIS AGREEMENT FOR ANY SUM OR IN ANY MANNER
WHATSOEVER, OR TO CREATE OR IMPOSE ANY CONTRACTUAL OR OTHER LIABILITY ON THE
OTHER PARTY WITHOUT SAID PARTY'S WRITTEN APPROVAL.
FOR ALL PURPOSES, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, CUBIST'S
LEGAL RELATIONSHIP UNDER THIS AGREEMENT TO ALNYLAM SHALL BE THAT OF INDEPENDENT
CONTRACTOR.
SECTION 13.7
SUBMISSION TO JURISDICTION.
EACH PARTY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN BOSTON, MASSACHUSETTS,
WITH RESPECT TO ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN WHICH A PARTY BRINGS AN ACTION IN AID OF ARBITRATION OR AN ACTION
ON A CLAIM THAT IS NOT SUBJECT TO ARBITRATION BY THE TERMS OF SECTION 12.1 OF
THIS AGREEMENT.
EACH PARTY FURTHER AGREES THAT THE JURISDICTION OF SUCH COURTS
SHALL BE EXCLUSIVE AND THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED ONLY IN SUCH COURTS, AND AGREES NOT TO BRING ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER
COURT, EXCEPT THAT AN ACTION OR PROCEEDING SEEKING INJUNCTIVE RELIEF OR BROUGHT
TO ENFORCE AN ARBITRATION DECISION ISSUED PURSUANT TO SECTION 12.2 MAY BE
BROUGHT IN ANY COURT OF COMPETENT JURISDICTION.
EACH PARTY WAIVES ANY DEFENSE
OF LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY ACTION OR PROCEEDING IN A STATE OR FEDERAL COURT SITTING IN
BOSTON, MASSACHUSETTS AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT
BE REQUIRED OF THE OTHER PARTY WITH RESPECT THERETO.
EACH PARTY MAY MAKE
SERVICE ON THE OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE
PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF
NOTICES IN SECTION 13.2.
NOTHING IN THIS SECTION 13.7, HOWEVER, SHALL AFFECT
THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN