herewith. Any such notice
shall be deemed to have been given: (a) when delivered if personally delivered
or sent by facsimile on a business day; (b) on the next business day after
dispatch if sent by internationally-recognized overnight courier; and/or (c) on
the fifth (5th) business day following the date of mailing if sent by other
internationally-recognized courier or by mail. Notices hereunder will not be
deemed sufficient if provided only between or among each Party's representatives
on any committee established in accordance with this Agreement.
15.5
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT, TOGETHER WITH THE
EXHIBITS AND SCHEDULES HERETO, CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERCEDES AND CANCELS ALL
PREVIOUS EXPRESS OR IMPLIED AGREEMENTS AND UNDERSTANDINGS, NEGOTIATIONS,
WRITINGS AND COMMITMENTS, EITHER ORAL OR WRITTEN, IN RESPECT TO THE SUBJECT
MATTER HEREOF. THE SCHEDULES TO THIS AGREEMENT ARE INCORPORATED HEREIN BY
REFERENCE AND SHALL BE DEEMED A PART OF THIS AGREEMENT. THIS AGREEMENT MAY BE
AMENDED, OR ANY TERM HEREOF MODIFIED, ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED
BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
15.6
HEADINGS. THE CAPTIONS TO THE SEVERAL ARTICLES, SECTIONS AND
SUBSECTIONS HEREOF ARE NOT A PART OF THIS AGREEMENT, AND SHALL NOT BE
INTERPRETED AS HAVING ANY SUBSTANTIVE MEANING, BUT ARE MERELY FOR CONVENIENCE TO
ASSIST IN LOCATING AND READING THE SEVERAL ARTICLES AND SECTIONS HEREOF.
15.7
INDEPENDENT CONTRACTORS. IT IS EXPRESSLY AGREED THAT VERTEX AND JANSSEN
SHALL BE INDEPENDENT CONTRACTORS AND THAT THE RELATIONSHIP BETWEEN THE TWO
PARTIES SHALL NOT CONSTITUTE A PARTNERSHIP, JOINT VENTURE OR AGENCY. NEITHER
VERTEX NOR JANSSEN SHALL HAVE THE AUTHORITY TO MAKE ANY STATEMENTS,
REPRESENTATIONS OR COMMITMENTS OF ANY KIND, OR TO TAKE ANY ACTION, WHICH SHALL
BE BINDING ON THE OTHER PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY. NEITHER PARTY SHALL HAVE ANY RESPONSIBILITY FOR THE HIRING, FIRING OR
COMPENSATION OF THE OTHER PARTY'S EMPLOYEES OR FOR ANY EMPLOYEE BENEFITS. NO
EMPLOYEE OR REPRESENTATIVE OF A PARTY SHALL HAVE ANY AUTHORITY TO BIND OR
OBLIGATE THE OTHER PARTY TO
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
54
THIS AGREEMENT FOR ANY SUM OR IN ANY MANNER WHATSOEVER, OR TO CREATE OR IMPOSE
ANY CONTRACTUAL OR OTHER LIABILITY ON THE OTHER PARTY WITHOUT SAID PARTY'S
WRITTEN APPROVAL.
15.8
WAIVER. THE WAIVER BY EITHER PARTY HERETO OF ANY RIGHT HEREUNDER, OR
THE FAILURE OF THE OTHER PARTY TO PERFORM, OR A BREACH BY THE OTHER PARTY, SHALL
NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER OR OF ANY OTHER BREACH OR
FAILURE BY SUCH OTHER PARTY WHETHER OF A SIMILAR NATURE OR OTHERWISE.
15.9
CUMULATIVE REMEDIES. NO REMEDY REFERRED TO IN THIS AGREEMENT IS
INTENDED TO BE EXCLUSIVE, BUT EACH SHALL BE CUMULATIVE AND IN ADDITION TO ANY
OTHER REMEDY REFERRED TO IN THIS AGREEMENT OR OTHERWISE AVAILABLE UNDER LAW.
15.10
WAIVER OF RULE OF CONSTRUCTION. EACH PARTY HAS HAD THE OPPORTUNITY TO