or to such addresses or addresses as the Parties hereto may designate for such
purposes during the Term.
Notices shall be deemed to have been sufficiently
given or made: (i) if by facsimile with confirmed transmission, when performed,
and (ii) if by air courier upon receipt by the Party.
8.2
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (OTHER THAN ITS CHOICE OF
LAW PRINCIPLES).
8.3
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE LICENSE AND
COLLABORATION AGREEMENT, INCLUDING ALL CONSIDERATION AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER SUCH AGREEMENTS, REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND THEREOF,
AND THERE ARE NO PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL PROMISES OR
REPRESENTATIONS RELATING TO THIS SUBJECT NOT INCORPORATED HEREIN.
NO AMENDMENT
OR MODIFICATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE BINDING
ON EITHER PARTY UNLESS REDUCED TO WRITING REFERENCING THIS AGREEMENT AND SIGNED
BY AN AUTHORIZED OFFICER OF THE PARTY TO BE BOUND.
IN THE EVENT OF A CONFLICT
BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THOSE OF THE LICENSE AND
COLLABORATION AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
8.4
BINDING EFFECT AND ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY
EITHER PARTY WITHOUT THE OTHER'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER, THAT
EITHER PARTY MAY ASSIGN THIS AGREEMENT, WITHOUT THE OTHER PARTY'S WRITTEN
CONSENT BUT AFTER PROVIDING THIRTY (30) DAYS PRIOR NOTICE TO THE OTHER PARTY, TO
AN AFFILIATE OR TO ANY SUCCESSOR TO WHICH THE LICENSE AND
*
CONFIDENTIAL TREATMENT REQUESTED
21
COLLABORATION AGREEMENT IS ASSIGNED PURSUANT TO THE TERMS AND CONDITIONS OF THAT
AGREEMENT.
8.5
WAIVER.
A WAIVER BY EITHER PARTY OF ANY OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT IN ANY INSTANCE SHALL NOT BE DEEMED OR CONSTRUED TO
BE A WAIVER OF SUCH TERM OR CONDITION FOR THE FUTURE, OR OF ANY OTHER TERM OR
CONDITION HEREOF.
ALL RIGHTS, REMEDIES, UNDERTAKINGS, OBLIGATIONS AND
AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL BE CUMULATIVE AND NONE OF THEM
SHALL BE IN LIMITATION OF ANY OTHER REMEDY, RIGHT, UNDERTAKING, OBLIGATION OR
AGREEMENT OF EITHER PARTY.
8.6
SEVERABILITY.
IF ANY PART OF THIS AGREEMENT SHALL BE FOUND TO BE
INVALID OR UNENFORCEABLE UNDER APPLICABLE LAW IN ANY JURISDICTION, SUCH PART
SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY
IN SUCH JURISDICTION, WITHOUT IN ANY WAY AFFECTING THE REMAINING PARTS OF THIS
AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF THE
AGREEMENT AS A WHOLE IN ANY OTHER JURISDICTION.
IN ADDITION, THE PART THAT IS
INEFFECTIVE SHALL BE REFORMED IN A MUTUALLY AGREEABLE MANNER SO AS TO AS NEARLY
APPROXIMATE THE INTENT OF THE PARTIES AS POSSIBLE.
8.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL FOR ALL