THE
CASE OF A MERGER, SALE OF STOCK OR ASSETS OR OTHER REORGANIZATION; PROVIDED THAT
ANY PERMITTED ASSIGNEE AGREES IN WRITING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT. SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE BINDING ON AND
INURE TO THE BENEFIT OF ANY PERMITTED ASSIGNEE.
ANY ATTEMPTED ASSIGNMENT IN
VIOLATION OF THIS SECTION 15.1 SHALL BE VOID.
15.2 BASIS OF BARGAIN.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY
DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE
MATERIALLY BARGAINED FOR AND THAT SUCH WARRANTY DISCLAIMERS AND LIABILITY AND
REMEDY LIMITATIONS HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE
CONSIDERATION TO BE GIVEN BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
15.3 COUNTERPART ORIGINALS.
THIS AGREEMENT MAY BE EXECUTED IN TWO (2) OR MORE
ENGLISH LANGUAGE COUNTERPARTS OR DUPLICATE ORIGINALS, ALL OF WHICH SHALL BE
REGARDED AS ONE AND THE SAME INSTRUMENT, AND WHICH SHALL BE THE OFFICIAL AND
GOVERNING VERSION IN THE INTERPRETATION OF THIS AGREEMENT.
15.4 ENTIRE AGREEMENT.
THE TERMS AND CONDITIONS HEREIN CONTAINED, INCLUDING
EXHIBITS, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL
PREVIOUS AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, INCLUDING THE PARTIES' TERM SHEET, WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
15.5 EXPENSE OF DOING BUSINESS.
ANY AND ALL OBLIGATIONS ASSOCIATED WITH A
PARTY'S BUSINESS SHALL REMAIN THE SOLE RESPONSIBILITY OF THAT PARTY.
ANY AND
ALL SALES AND OTHER AGREEMENTS BETWEEN A PARTY AND ITS CUSTOMERS ARE AND SHALL
REMAIN THAT PARTY'S EXCLUSIVE RESPONSIBILITY AND SHALL HAVE NO AFFECT ON THAT
PARTY'S OBLIGATIONS PURSUANT TO THIS AGREEMENT.
EACH PARTY SHALL BEAR THE
ENTIRE COST AND EXPENSE OF CONDUCTING ITS BUSINESS IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT.
15.6 EXPORT.
THE PARTIES ACKNOWLEDGE THE PRODUCTS CONTEMPLATED BY THIS
AGREEMENT MAY BE SUBJECT TO THE EXPORT CONTROL LAWS AND REGULATIONS OF THE
UNITED STATES, AND ANY AMENDMENTS THEREOF.
EACH PARTY AGREES THAT IT WILL NOT
TRANSFER, DEAL WITH, EXPORT OR RE-EXPORT SUCH PRODUCTS DIRECTLY OR INDIRECTLY,
TO (I) ANY COUNTRIES THAT ARE SUBJECT TO UNITED STATES EXPORT RESTRICTIONS,
EXCEPT WITH APPROPRIATE UNITED STATES GOVERNMENT APPROVALS; (II) ANY THIRD PARTY
WHO A PARTY KNOWS OR HAS REASON TO KNOW WILL UTILIZE THEM IN THE DESIGN,
DEVELOPMENT OR PRODUCTION OF
NUCLEAR, CHEMICAL OR BIOLOGICAL WEAPONS; OR (III) ANY THIRD PARTY WHO HAS BEEN
PROHIBITED FROM PARTICIPATING IN UNITED STATES EXPORT TRANSACTIONS BY ANY
FEDERAL AGENCY OF THE UNITED STATES GOVERNMENT.
15.7 FOREIGN CORRUPT PRACTICES ACT.
IN CONFORMITY WITH THE UNITED STATES
FOREIGN CORRUPT PRACTICES ACT REGARDING FOREIGN BUSINESS PRACTICES, R2 AND ITS
EMPLOYEES AND AGENT AS WELL AS VTAL AND ITS EMPLOYEES AND AGENTS SHALL NOT
DIRECTLY OR INDIRECTLY MAKE A PAYMENT, PROMISE TO PAY, OR AUTHORIZE PAYMENT, OR
OFFER A GIFT, PROMISE TO GIVE OR AUTHORIZE THE GIFT OF ANYTHING OF VALUE FOR THE
PURPOSE OF INFLUENCING AN ACT OR DECISION (INCLUDING A DECISION NOT TO ACT) OF
AN OFFICIAL OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY OR FOR INDUCING SUCH
OFFICIAL TO USE ANY INFLUENCE