CONSULT WITH COUNSEL IN CONNECTION WITH THE REVIEW, DRAFTING AND NEGOTIATION OF
THIS AGREEMENT. ACCORDINGLY, THE RULE OF CONSTRUCTION THAT ANY AMBIGUITY IN THIS
AGREEMENT SHALL BE CONSTRUED AGAINST THE DRAFTING PARTY SHALL NOT APPLY.
15.11
CERTAIN CONVENTIONS. ANY REFERENCE IN THIS AGREEMENT TO AN ARTICLE,
SECTION, SUBSECTION, PARAGRAPH, CLAUSE, SCHEDULE OR EXHIBIT SHALL BE DEEMED TO
BE A REFERENCE TO AN ARTICLE, SECTION, SUBSECTION, PARAGRAPH, CLAUSE, SCHEDULE
OR EXHIBIT, OF OR TO, AS THE CASE MAY BE, THIS AGREEMENT, UNLESS OTHERWISE
INDICATED. UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE REQUIRES, (A) WORDS OF
ANY GENDER INCLUDE EACH OTHER GENDER, (B) WORDS SUCH AS "HEREIN", "HEREOF", AND
"HEREUNDER" REFER TO THIS AGREEMENT AS A WHOLE AND NOT MERELY TO THE PARTICULAR
PROVISION IN WHICH SUCH WORDS APPEAR, AND (C) WORDS USING THE SINGULAR SHALL
INCLUDE THE PLURAL, AND VICE VERSA.
15.12
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.
15.13
PERFORMANCE BY AFFILIATES. TO THE EXTENT THAT THIS AGREEMENT IMPOSES
OBLIGATIONS ON AFFILIATES OF A PARTY, SUCH PARTY AGREES TO CAUSE ITS AFFILIATES
TO PERFORM SUCH OBLIGATIONS. EITHER PARTY MAY USE ONE OR MORE OF ITS AFFILIATES
TO PERFORM ITS OBLIGATIONS AND DUTIES HEREUNDER, PROVIDED THAT THE PARTIES SHALL
REMAIN LIABLE HEREUNDER FOR THE PROMPT PAYMENT AND PERFORMANCE OF ALL THEIR
RESPECTIVE OBLIGATIONS HEREUNDER. EACH OF VERTEX AND JANSSEN GUARANTEES
PERFORMANCE OF THIS AGREEMENT BY ANY OF ITS AFFILIATES. ANY AFFILIATE OF VERTEX
OR JANSSEN TO WHICH RIGHTS ARE EXTENDED OR WHICH PERFORMS ANY OF THE OBLIGATIONS
REQUIRED OF THE RESPECTIVE PARTY HEREUNDER SHALL BE DEEMED TO HAVE ACCEPTED AND
BE BOUND BY THE RELEVANT TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, THE JURISDICTION AND BINDING EFFECT OF THE ARBITRATION
PROCEEDING CARRIED OUT PURSUANT TO SECTION 14.5.
15.14
STANDSTILL. JANSSEN AGREES THAT DURING THE PERIOD BEGINNING ON THE
EFFECTIVE DATE AND ENDING ON [***] NEITHER JANSSEN NOR ANY OF ITS AFFILIATES
WILL, WITHOUT THE PRIOR WRITTEN CONSENT OF VERTEX (I) ACQUIRE, OR PARTICIPATE AS
PART OF A GROUP WHICH IN THE AGGREGATE ACQUIRES, SECURITIES REPRESENTING [***]
OF THE VOTING POWER OF THE OUTSTANDING VOTING SECURITIES OF VERTEX, OR (II)
MAKE, OR IN ANY WAY PARTICIPATE IN, DIRECTLY OR INDIRECTLY, ANY
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
55
"SOLICITATION" OF "PROXIES" (AS SUCH TERMS ARE USED IN THE RULES OF THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION). THE FOREGOING PROVISIONS OF THIS
SECTION 15.14 SHALL NO LONGER APPLY (I) IF VERTEX ANNOUNCES PUBLICLY THAT (A) IT
IS SEEKING, OR CONSIDERING SEEKING, PURCHASERS FOR VERTEX OR (B) IT IS OTHERWISE
EXPLORING, OR CONSIDERING EXPLORING, STRATEGIC OPTIONS IN THIS REGARD; (II) UPON
THE COMMENCEMENT BY A THIRD PARTY OF A TENDER OR EXCHANGE OFFER FOR SHARES OF
VERTEX VOTING STOCK WHICH, WHEN ADDED TO SHARES THEN OWNED BY THE THIRD PARTY,
WOULD