PARTY, AND
NECESSARY FOR THE LICENSEE PARTY'S EXERCISE OF THE RIGHTS AND LICENSES TO SUCH
INTELLECTUAL PROPERTY, ALL OF WHICH CONSTITUTE "EMBODIMENTS" OF INTELLECTUAL
PROPERTY PURSUANT TO SECTION 365(N) OF THE BANKRUPTCY CODE.
THE LICENSING PARTY
AGREES NOT TO INTERFERE WITH THE LICENSEE'S EXERCISE OF RIGHTS AND LICENSES TO
INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT AND EMBODIMENTS THEREOF IN
ACCORDANCE WITH THIS AGREEMENT AND AGREES TO USE COMMERCIALLY REASONABLE EFFORTS
TO ASSIST THE LICENSEE PARTY TO OBTAIN SUCH INTELLECTUAL PROPERTY AND
EMBODIMENTS THEREOF IN THE POSSESSION OR CONTROL OF THIRD PARTIES AS REASONABLY
NECESSARY OR DESIRABLE FOR THE LICENSEE PARTY TO EXERCISE SUCH RIGHTS AND
LICENSES IN ACCORDANCE WITH THIS AGREEMENT.
14.14
HEADINGS.
THE CAPTIONS TO THE SEVERAL ARTICLES AND
SECTIONS HEREOF ARE NOT A PART OF THIS AGREEMENT, BUT ARE MERELY GUIDES OR
LABELS TO ASSIST IN LOCATING AND READING THE SEVERAL ARTICLES AND SECTIONS
HEREOF.
14.15
INDEPENDENT CONTRACTORS.
IT IS EXPRESSLY AGREED THAT
BIOMARIN AND GENZYME SHALL BE INDEPENDENT CONTRACTORS AND THAT, EXCEPT AS
MEMBERS OF BIOMARIN/GENZYME LLC, THE RELATIONSHIP BETWEEN THE TWO PARTIES SHALL
NOT CONSTITUTE A PARTNERSHIP, JOINT VENTURE OR AGENCY.
NEITHER BIOMARIN NOR
GENZYME SHALL HAVE THE AUTHORITY TO MAKE ANY STATEMENTS, REPRESENTATIONS OR
COMMITMENTS OF
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
38
ANY KIND, OR TO TAKE ANY ACTION, WHICH SHALL BE BINDING ON THE OTHER, WITHOUT
THE PRIOR CONSENT OF THE OTHER PARTY TO DO SO.
14.16
WAIVER.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WAIVER
BY EITHER PARTY HERETO OF ANY RIGHT HEREUNDER OR OF ANY FAILURE TO PERFORM OR
ANY BREACH BY THE OTHER PARTY SHALL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT
HEREUNDER OR OF ANY OTHER FAILURE TO PERFORM OR BREACH BY SAID OTHER PARTY,
WHETHER OF A SIMILAR NATURE OR OTHERWISE, NOR SHALL ANY SINGULAR OR PARTIAL
EXERCISE OF SUCH RIGHT PRECLUDE ANY FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER SUCH RIGHT.
14.17
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SIGNATURE PAGES MAY BE
EXCHANGED BY FACSIMILE.
[SIGNATURE PAGE FOLLOWS]
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
39
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.
GENZYME CORPORATION
By:
/s/ David P. Meeker
Print Name: David P. Meeker
Title: President LSD Therapeutics
Date: 12/31/07
BIOMARIN PHARMACEUTICAL INC.
By:
/s/ G. Eric Davis
Print Name: G. Eric Davis
Title: Vice President, General Counsel
Date: 12/31/07
BIOMARIN/GENZYME LLC
By: BIOMARIN PHARMACEUTICAL INC.
By:
/s/ G. Eric Davis
Print Name: G. Eric Davis
Title: Vice President, General Counsel
Date: 12/31/07
By: GENZYME CORPORATION
By:
/s/ David P. Meeker
Print Name: