THAT THE PARTIES WOULD HAVE
ENTERED INTO THIS AGREEMENT WITH SUCH VALID PROVISIONS.
IN CASE SUCH VALID
PROVISIONS CANNOT BE AGREED UPON, THE INVALIDITY OF ONE OR SEVERAL PROVISIONS OF
THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OF THIS AGREEMENT AS A WHOLE, UNLESS
THE INVALID PROVISIONS ARE OF SUCH ESSENTIAL IMPORTANCE TO THIS AGREEMENT THAT
IT IS TO BE REASONABLY ASSUMED THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT WITHOUT THE INVALID PROVISIONS.
10.8
ENTIRE AGREEMENT.
THIS AGREEMENT, ALONG WITH ANY AGREEMENTS
REFERENCED HEREIN AND THAT CERTAIN DRUG SUPPLY, MANUFACTURE AND TECHNOLOGY
TRANSFER AGREEMENT BETWEEN THE PARTIES DATED AS OF THE EFFECTIVE DATE, EACH AS
AMENDED FROM TIME TO TIME, STATES THE ENTIRE AGREEMENT REACHED BETWEEN THE
PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND MAY NOT BE
AMENDED OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT DULY EXECUTED BY THE PARTIES.
THIS AGREEMENT REPLACES AND SUPERSEDES ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF, WHETHER
WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, THAT CERTAIN LETTER OF
AGREEMENT, DATED AUGUST 8, 2007, BY AND AMONG ISIS, TEVA AND ATL).
13
10.9
NO WAIVER.
THE FAILURE OF EITHER PARTY TO ENFORCE AT ANY TIME, OR
FOR ANY PERIOD OF TIME, ANY PROVISION OF THIS AGREEMENT WILL NOT BE CONSTRUED AS
A WAIVER OF SUCH PROVISION OR OF THE RIGHT OF SUCH PARTY THEREAFTER TO ENFORCE
EACH AND EVERY PROVISION.
10.10
ASSIGNMENT; BINDING EFFECT.
THIS AGREEMENT IS PERSONAL TO EACH PARTY
AND NEITHER PARTY MAY ASSIGN, DISPOSE OF, TRANSFER OR DELEGATE ANY OF ITS
RIGHTS, DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY INTEREST IN THIS
AGREEMENT WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY NOT
BE UNREASONABLY WITHHELD, EXCEPT THAT SUBJECT TO THE PROVISIONS OF THIS
SECTION 10.10, (A) EITHER PARTY MAY ASSIGN OR DELEGATE ANY OR ALL OF ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT TO ITS AFFILIATES WITHOUT THE OTHER PARTY'S
PRIOR WRITTEN CONSENT; PROVIDED, THAT THE ASSIGNING PARTY REMAINS PRIMARILY
LIABLE FOR THE PERFORMANCE AND NONPERFORMANCE OF ITS AFFILIATE'S DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT AND PROVIDED, FURTHER, THAT THE NON-ASSIGNING
PARTY DOES NOT INCUR OR SUFFER ANY ADVERSE TAX OR OTHER FINANCIAL CONSEQUENCES
AS A RESULT THEREOF, AND (B) EITHER PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE
OTHER PARTY'S PRIOR WRITTEN CONSENT TO ITS SUCCESSOR IN INTEREST IN CONNECTION
WITH A MERGER, ACQUISITION OR SALE OF ALL OR SUBSTANTIALLY ALL OF SUCH PARTY'S
ASSETS; AND (C) TEVA MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF ISIS TO A SUCCESSOR IN INTEREST IN CONNECTION WITH THE SALE OF SUBSTANTIALLY
ALL OF THE ASSETS USED PRIMARILY IN ITS MULTIPLE SCLEROSIS BUSINESS OR
ANY
OTHER BUSINESS OF AN INDICATION BEING EXPLOITED HEREUNDER; PROVIDED, THAT IN ALL
SUCH CASES SUCH SUCCESSOR IN INTEREST AGREES IN WRITING TO BE BOUND BY ALL OF
SUCH PARTY'S OBLIGATIONS AS ASSIGNEE.
THIS AGREEMENT IS BINDING UPON,
ENFORCEABLE AGAINST, AND INURES TO THE BENEFIT OF THE PARTIES
AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED