ENTIRE PRODUCT LINE
RELATING TO COLORECTAL CANCER SCREENING) OR EQUITY INTERESTS.
ANY ATTEMPTED
ASSIGNMENT BY EITHER PARTY IN VIOLATION OF THIS SECTION SHALL BE VOID.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING ITS SUBJECT
MATTER AND SUPERSEDES ALL PREVIOUS AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN
OR ORAL, WITH RESPECT TO SUCH SUBJECT MATTER.
13.2
AMENDMENT OR MODIFICATION.
NO AMENDMENT WAIVER,
ALTERATION, MODIFICATION OF ANY OF THE PROVISIONS OR ALTERATIONS OF THIS
AGREEMENT SHALL BE BINDING UPON EITHER PARTY UNLESS IN WRITING AND DULY SIGNED
BY THE PARTIES.
THIS AGREEMENT (INCLUDING APPENDIX A, WHICH IS INCORPORATED
HEREIN BY REFERENCE) CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,
NEGOTIATIONS AND COMMUNICATIONS BETWEEN THE PARTIES, BOTH ORAL AND WRITTEN,
REGARDING THE SUBJECT MATTER HEREOF.
13.3
TITLES.
ALL TITLES AND CAPTIONS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE INTERPRETED AS HAVING ANY
SUBSTANTIVE MEANING.
13.4
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE IN A FINAL, UNAPPEALABLE ORDER
OR JUDGMENT OR UNDER ANY PRESENT OR FUTURE LAW (SUCH PROVISION TO BE HEREINAFTER
REFERRED TO AS AN "INVALID PROVISION"), THEN SUCH INVALID PROVISION SHALL BE
SEVERED FROM THIS AGREEMENT AND SHALL BE RENDERED INOPERATIVE.
THE PARTIES
SHALL PROMPTLY NEGOTIATE IN GOOD FAITH A LAWFUL, VALID AND ENFORCEABLE PROVISION
THAT IS AS SIMILAR IN TERMS TO SUCH INVALID PROVISION AS MAY BE POSSIBLE WHILE
GIVING EFFECT TO THE FUTURE BENEFITS AND BURDENS ACCRUING TO THE PARTIES
HEREUNDER; AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN BINDING
ON THE PARTIES HERETO.
IT IS EXPRESSLY AGREED BY THE PARTIES THAT AMOUNTS
PREVIOUSLY PAID BY ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT
BE RECOVERABLE TO THE PAYING PARTY AS PART OF THE REPLACEMENT OF AN INVALID
PROVISION UNLESS THIS AGREEMENT IS INVALIDATED WITHIN ONE (1) YEAR FROM THE
EFFECTIVE DATE.
13.5
NO WAIVER OF RIGHTS.
NO FAILURE OR DELAY ON THE
PART OF EITHER PARTY IN THE EXERCISE OF ANY POWER OR RIGHT HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR
POWER HEREUNDER SHALL OPERATE AS A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT OR
POWER.
THE WAIVER BY ANY PARTY OF A BREACH OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH
HEREUNDER.
13.6
USAGE.
WHEREVER ANY PROVISION OF THIS AGREEMENT
USES THE TERM "INCLUDING" (OR "INCLUDES"), SUCH TERM SHALL BE DEEMED TO MEAN
"INCLUDING WITHOUT LIMITATION" AND "INCLUDING BUT NOT LIMITED TO" (OR "INCLUDES
WITHOUT LIMITATION" AND "INCLUDES BUT IS NOT LIMITED TO").
EXCEPT
13
WHERE THE CONTEXT OTHERWISE REQUIRES, WHEREVER USED, THE SINGULAR SHALL INCLUDE
THE PLURAL AND THE WORD "OR" IS USED IN THE INCLUSIVE SENSE.
13.7
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES, AND AS