OR
RE-EXPORT RESTRICTED COMMODITIES OR THE TECHNICAL DATA OF THE OTHER PARTY IN ANY
FORM WITHOUT THE APPROPRIATE UNITED STATES AND FOREIGN GOVERNMENT LICENSES.
13.8
WAIVER.
NEITHER PARTY MAY WAIVE OR RELEASE ANY OF ITS RIGHTS OR INTERESTS
IN THIS AGREEMENT EXCEPT IN WRITING.
THE FAILURE OF EITHER PARTY TO ASSERT A
RIGHT HEREUNDER OR TO INSIST UPON COMPLIANCE WITH ANY TERM OR CONDITION OF THIS
AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR EXCUSE A SIMILAR
SUBSEQUENT FAILURE TO PERFORM ANY SUCH TERM OR CONDITION.
NO WAIVER BY EITHER
PARTY OF ANY CONDITION OR TERM IN ANY ONE OR MORE INSTANCES SHALL BE CONSTRUED
AS A CONTINUING WAIVER OR SUBSEQUENT WAIVER OF SUCH CONDITION OR TERM OR OF
ANOTHER CONDITION OR TERM.
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13.9
SEVERABILITY.
IF ANY PROVISION HEREOF SHOULD BE HELD INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY JURISDICTION, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH A
VALID, LEGAL AND ENFORCEABLE SUBSTITUTE PROVISION THAT MOST NEARLY REFLECTS THE
ORIGINAL INTENT OF THE PARTIES AND ALL OTHER PROVISIONS HEREOF SHALL REMAIN IN
FULL FORCE AND EFFECT IN SUCH JURISDICTION AND SHALL BE LIBERALLY CONSTRUED IN
ORDER TO CARRY OUT THE INTENTIONS OF THE PARTIES HERETO AS NEARLY AS MAY BE
POSSIBLE.
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
13.10
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE SCHEDULES AND
EXHIBITS HERETO, THE SIDE AGREEMENT, THE CONVERTIBLE PROMISSORY NOTE AND THE
RELEVANT APPLICABLE CITED PROVISIONS OF THE JV AGREEMENTS, SET FORTH ALL THE
COVENANTS, PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS AND
UNDERSTANDINGS BETWEEN THE PARTIES AND SUPERSEDE AND TERMINATE ALL PRIOR
AGREEMENTS AND UNDERSTANDING BETWEEN THE PARTIES.
THERE ARE NO COVENANTS,
PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS OR UNDERSTANDINGS,
EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES OTHER THAN AS SET FORTH HEREIN AND
THEREIN.
NO SUBSEQUENT ALTERATION, AMENDMENT, CHANGE OR ADDITION TO THIS
AGREEMENT SHALL BE BINDING UPON THE PARTIES HERETO UNLESS REDUCED TO WRITING AND
SIGNED BY THE RESPECTIVE AUTHORIZED OFFICERS OF THE PARTIES.
13.11
INDEPENDENT CONTRACTORS.
NOTHING HEREIN SHALL BE CONSTRUED TO CREATE ANY
RELATIONSHIP OF EMPLOYER AND EMPLOYEE, AGENT AND PRINCIPAL, PARTNERSHIP OR JOINT
VENTURE BETWEEN THE PARTIES.
EACH PARTY IS AN INDEPENDENT CONTRACTOR.
NEITHER
PARTY SHALL ASSUME, EITHER DIRECTLY OR INDIRECTLY, ANY LIABILITY OF OR FOR THE
OTHER PARTY.
NEITHER PARTY SHALL HAVE THE AUTHORITY TO BIND OR OBLIGATE THE
OTHER PARTY AND NEITHER PARTY SHALL REPRESENT THAT IT HAS SUCH AUTHORITY.
13.12
HEADINGS.
HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY AND SHALL NOT IN
ANY WAY AFFECT THE CONSTRUCTION OF OR BE TAKEN INTO CONSIDERATION IN
INTERPRETING THIS AGREEMENT.
13.13
BOOKS AND RECORDS.
ANY BOOKS AND RECORDS TO BE MAINTAINED UNDER THIS
AGREEMENT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES SHALL BE MAINTAINED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE CASE OF
REGULUS, AND SHALL BE MAINTAINED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS (IFRS) IN THE CASE OF GSK, CONSISTENTLY APPLIED, EXCEPT THAT
THE SAME NEED NOT BE