Contract Production Corp.
5901 East Lombard Street
Baltimore, Maryland 21224
Fax (410) 563-9206
Attention:
Jacques R.
Rubin, Chairman & CEO
and
If to Client, to:
Transkaryotic Therapies Inc.
195 Albany Street
Cambridge, MA 02139
Tel (617) 349 0200
Fax (617) 491-7903
Attention:
President and CEO
with a copy to
Hale and Dorr LLP
60 State Street
Boston, MA 02109
Tel (617) 526 6000
Fax (617) 526 5000
Attention: Steven D.
Singer
Any party hereto may change his or its address for notice by giving notice
thereof in the manner hereinabove provided.
14
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES HERETO,
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL AND WRITTEN, AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
THE "RECITALS", "DEFINITIONS", AND SCHEDULES HERETO ARE INCORPORATED
HEREIN BY REFERENCE.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING
EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS.
EXCEPT AS PROVIDED IN PARAGRAPH
5(F) AND (G) HEREOF, ALL SUITS, DISPUTES, ACTIONS, AND OTHER LEGAL PROCEEDINGS
(COLLECTIVELY, "SUITS") RELATED TO OR ARISING OUT OF THIS AGREEMENT, SHALL BE
BROUGHT IN THE FEDERAL DISTRICT COURT OF THE DISTRICT OF MARYLAND, WHICH SHALL
HAVE THE EXCLUSIVE JURISDICTION OVER SUCH SUITS, AND TO THE PERSONAL
JURISDICTION OF WHICH BSCP AND CLIENT IRREVOCABLY SUBMIT.
PROCESS IN ANY SUIT
MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.
(G)
COUNTERPARTS.
THIS AGREEMENT AND ANY SCHEDULE HERETO MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
AMENDMENTS.
THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO) MAY
NOT BE AMENDED OR MODIFIED, AND NO PROVISIONS HEREOF MAY BE WAIVED, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE PARTIES HERETO.
(I)
SEVERABILITY.
EACH PROVISION OF THIS AGREEMENT (AND EACH
SCHEDULE HERETO) SHALL BE TREATED AS A SEPARATE AND INDEPENDENT CLAUSE, AND THE
UNENFORCEABILITY OF ANY ONE CLAUSE SHALL IN NO WAY IMPAIR THE ENFORCEABILITY OF
ANY OF THE OTHER CLAUSES HEREIN.
IF ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT (OR ANY SCHEDULE HERETO) SHALL FOR ANY REASON BE
HELD TO BE EXCESSIVELY BROAD AS TO SCOPE, ACTIVITY, SUBJECT OR OTHERWISE SO AS
TO BE UNENFORCEABLE AT LAW, SUCH PROVISION OR PROVISIONS SHALL BE CONSTRUED BY
THE APPROPRIATE JUDICIAL BODY BY LIMITING OR REDUCING IT OR THEM SO AS TO BE
ENFORCEABLE TO THE MAXIMUM EXTENT COMPATIBLE WITH THE APPLICABLE LAW AS IT SHALL
THEN APPEAR.
(J)
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT (INCLUDING ANY SCHEDULE HERETO) ARE FOR CONVENIENCE ONLY AND ARE NOT
TO BE CONSIDERED IN CONSTRUING OR INTERPRETING ANY TERM OR PROVISION OF THIS
AGREEMENT (OR ANY SCHEDULE HERETO).
(K)
PRONOUNS.
WHERE THE CONTEXT REQUIRES, (I) ALL PRONOUNS USED
HEREIN SHALL BE DEEMED TO REFER TO THE MASCULINE, FEMININE OR NEUTER GENDER