SEVERABILITY. IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, THE
PARTIES SHALL NEGOTIATE, IN GOOD FAITH AND ENTER INTO A VALID, LEGAL AND
ENFORCEABLE SUBSTITUTE PROVISION THAT MOST NEARLY REFLECTS THE ORIGINAL INTENT
OF THE PARTIES. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT IN SUCH JURISDICTION. SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF
SUCH PROVISION IN ANY OTHER JURISDICTION.
19.7.
ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE EXHIBITS AND
SCHEDULES ATTACHED HERETO) AND THE SUPPLY AGREEMENT, PHARMACOVIGILANCE
AGREEMENT, AND QUALITY AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND CANCELS ALL
PREVIOUS EXPRESS OR IMPLIED AGREEMENTS AND UNDERSTANDINGS, NEGOTIATIONS,
WRITINGS AND COMMITMENTS, EITHER ORAL OR WRITTEN, IN RESPECT TO THE SUBJECT
MATTER HEREOF. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO
THIS AGREEMENT, AND THE DOCUMENTS REFERRED TO IN IT, IT DOES NOT RELY ON, AND
SHALL HAVE NO REMEDY IN RESPECT OF, ANY STATEMENT, REPRESENTATION, WARRANTY OR
UNDERSTANDING (WHETHER NEGLIGENTLY OR INNOCENTLY MADE) OF ANY PERSON (WHETHER
PARTY TO THIS AGREEMENT OR NOT) OTHER THAN AS EXPRESSLY SET OUT IN THIS
AGREEMENT. NOTHING IN THIS CLAUSE SHALL, HOWEVER, OPERATE TO LIMIT OR EXCLUDE
ANY LIABILITY FOR FRAUD.
19.8.
LANGUAGE. THE LANGUAGE OF THIS AGREEMENT AND ALL ACTIVITIES
TO BE PURSUED UNDER THIS AGREEMENT IS ENGLISH. ANY AND ALL DOCUMENTS PROFFERED
BY ONE PARTY TO THE OTHER IN FULFILLMENT OF ANY PROVISION OF THIS AGREEMENT
SHALL ONLY BE IN COMPLIANCE IF IN ENGLISH. ANY TRANSLATION OF THIS AGREEMENT IN
ANOTHER LANGUAGE SHALL BE DEEMED FOR CONVENIENCE ONLY AND SHALL NEVER PREVAIL
OVER THE ORIGINAL ENGLISH VERSION. THIS AGREEMENT IS ESTABLISHED IN THE ENGLISH
LANGUAGE.
19.9.
NOTICES. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING
OR SPECIFIED IN THIS AGREEMENT, ALL COMMUNICATIONS BETWEEN THE PARTIES RELATING
TO, AND ALL WRITTEN DOCUMENTATION TO BE PREPARED AND PROVIDED UNDER, THIS
AGREEMENT SHALL BE IN THE ENGLISH LANGUAGE. ANY NOTICE REQUIRED OR PERMITTED
UNDER THIS AGREEMENT SHALL BE IN WRITING IN THE ENGLISH LANGUAGE, DELIVERED
PERSONALLY, SENT BY FACSIMILE (AND PROMPTLY CONFIRMED BY PERSONAL DELIVERY,
REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER), SENT BY
INTERNATIONALLY-RECOGNIZED COURIER OR SENT BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID TO THE FOLLOWING ADDRESSES OF THE
CONFIDENTIAL
PARTIES (OR SUCH OTHER ADDRESS FOR A PARTY AS MAY BE AT ANY TIME THEREAFTER
SPECIFIED BY LIKE NOTICE):
To Sepracor:
To GSK:
Sepracor Inc.
Glaxo Group Limited
84 Waterford Drive
Glaxo Wellcome House
Marlborough, MA 01752-7010
Berkeley Avenue
USA
Greenford
Telephone:
+ 1- 508-481- 6700
Middlesex
Facsimile:
+ 1-508-357-7492
UB6 0NN
Attention:
Adrian Adams
UK
President & CEO
Facsimile: + 44-20-8047- 6905
Attention: Company Secretary
with a copy to:
with a copy to:
Sepracor Inc.
GlaxoSmithKline
84 Waterford Drive
980 Great West Road
Marlborough, MA 01752-7010
Brentford
USA
Middlesex
Telephone: + 1- 508-481- 6700
TW8 9GS, UK.
Facsimile: + 1-508-357- 7506
Facsimile: + 44-20-8047- 6897
Attention:
Andrew