I. Koven
Attention: Legal Operations,
Executive Vice President, General
Business Development
Counsel and Corporate Secretary
Transactions
Any such notice shall be deemed to have been given: (a) when delivered if
personally delivered; (b) on the next Business Day after dispatch if sent by
facsimile or by internationally-recognized overnight courier; and/or (c) on the
fifth (5th) Business Day following the date of mailing if sent by mail or other
internationally-recognized courier. Notices hereunder will not be deemed
sufficient if provided only between or among each Party's representatives on the
JSC.
19.10.
ASSIGNMENT. THIS AGREEMENT SHALL NOT BE ASSIGNABLE OR
OTHERWISE TRANSFERRED, NOR MAY ANY RIGHT OR OBLIGATIONS HEREUNDER BE ASSIGNED OR
TRANSFERRED, BY EITHER PARTY TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY; EXCEPT EITHER PARTY MAY ASSIGN THIS AGREEMENT
WITHOUT THE CONSENT OF THE OTHER PARTY TO AN ENTITY THAT ACQUIRES ALL OR A
SUBSTANTIAL PART OF THE BUSINESS OR ASSETS OF THE ASSIGNING PARTY, WHETHER BY
MERGER, ACQUISITION OR OTHERWISE, PROVIDED THAT THE ACQUIRING PARTY ASSUMES THIS
AGREEMENT IN WRITING OR BY OPERATION OF LAW. IN ADDITION, EITHER PARTY SHALL
HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO AN AFFILIATE UPON WRITTEN NOTICE TO
THE NON-ASSIGNING PARTY; PROVIDED, HOWEVER, THE ASSIGNING PARTY HEREBY
GUARANTEES THE PERFORMANCE OF THIS AGREEMENT BY SUCH AFFILIATE. SUBJECT TO THE
FOREGOING, THIS
CONFIDENTIAL
AGREEMENT SHALL INURE TO THE BENEFIT OF EACH PARTY, ITS SUCCESSORS AND PERMITTED
ASSIGNS. ANY ASSIGNMENT OF THIS AGREEMENT IN CONTRAVENTION OF THIS SECTION 19.10
SHALL BE NULL AND VOID.
19.11.
NO PARTNERSHIP OR JOINT VENTURE. NOTHING IN THIS AGREEMENT OR
ANY ACTION WHICH MAY BE TAKEN PURSUANT TO ITS TERMS IS INTENDED, OR SHALL BE
DEEMED, TO ESTABLISH A JOINT VENTURE OR PARTNERSHIP BETWEEN GSK AND SEPRACOR.
NEITHER PARTY TO THIS AGREEMENT SHALL HAVE ANY EXPRESS OR IMPLIED RIGHT OR
AUTHORITY TO ASSUME OR CREATE ANY OBLIGATIONS ON BEHALF OF, OR IN THE NAME OF,
THE OTHER PARTY, OR TO BIND THE OTHER PARTY TO ANY CONTRACT, AGREEMENT OR
UNDERTAKING WITH ANY THIRD PARTY.
19.12.
INTERPRETATION. THE CAPTIONS TO THE SEVERAL ARTICLES AND
SECTIONS OF THIS AGREEMENT ARE NOT A PART OF THIS AGREEMENT BUT ARE INCLUDED FOR
CONVENIENCE OF REFERENCE AND SHALL NOT AFFECT ITS MEANING OR INTERPRETATION. IN
THIS AGREEMENT: (A) THE WORD "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
PHRASE "WITHOUT LIMITATION" OR LIKE EXPRESSION; (B) THE SINGULAR SHALL INCLUDE
THE PLURAL AND VICE VERSA; AND (C) MASCULINE, FEMININE AND NEUTER PRONOUNS AND
EXPRESSIONS SHALL BE INTERCHANGEABLE. EACH ACCOUNTING TERM USED HEREIN THAT IS
NOT SPECIFICALLY DEFINED HEREIN SHALL HAVE THE MEANING GIVEN TO IT UNDER
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE INTERNATIONAL FINANCIAL
REPORTING STANDARDS CONSISTENTLY APPLIED, BUT ONLY TO THE EXTENT CONSISTENT WITH
ITS USAGE AND THE OTHER DEFINITIONS IN THIS AGREEMENT.
19.13.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
ARTICLE XX.
COMPLIANCE