Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
Attention:
Joseph J. Giunta, Esq.
Fax:
(213) 687-5600
SECTION 11.7
INTERPRETATION. WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO A
SECTION, SCHEDULE OR EXHIBIT, SUCH REFERENCE SHALL BE TO A SECTION, SCHEDULE OR
EXHIBIT OF THIS AGREEMENT UNLESS OTHERWISE INDICATED. WHEN A REFERENCE IS MADE
IN THIS AGREEMENT TO A SPECIFIC SCHEDULE, SUCH REFERENCE SHALL BE DEEMED TO
INCLUDE, TO THE EXTENT APPLICABLE, ALL THE OTHER SCHEDULES. THE TABLE OF
CONTENTS, TABLE OF DEFINITIONS, TITLES AND HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT. WHEN THE WORDS "INCLUDES" OR "INCLUDING" ARE
USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS
"WITHOUT LIMITATION." ALL ACCOUNTING TERMS NOT DEFINED IN THIS AGREEMENT SHALL
HAVE THE MEANINGS DETERMINED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS OF
THE DATE HEREOF. ALL CAPITALIZED TERMS DEFINED HEREIN ARE EQUALLY APPLICABLE TO
BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 11.8
SEVERABILITY. IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCES, IS HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON, THE PARTIES
SHALL NEGOTIATE IN GOOD FAITH WITH A VIEW TO THE SUBSTITUTION THEREFORE OF A
SUITABLE AND EQUITABLE SOLUTION IN ORDER TO CARRY OUT, SO FAR AS MAY BE VALID
AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID PROVISION; PROVIDED,
HOWEVER, THAT THE VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN
EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT
BE IN ANY WAY IMPAIRED THEREBY, IT BEING INTENDED THAT ALL OF THE RIGHTS AND
PRIVILEGES OF THE PARTIES HERETO SHALL BE ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.
SECTION 11.9
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH SHALL,
TAKEN TOGETHER, BE CONSIDERED ONE AND THE SAME AGREEMENT, IT BEING UNDERSTOOD
THAT THE PARTIES NEED NOT SIGN THE SAME COUNTERPART.
SECTION 11.10
ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. THIS AGREEMENT
AND THE OTHER TRANSACTION AGREEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES
PURCHASE AGREEMENT, DATED AS OF JANUARY 7, 2001, BY AND AMONG EDWARDS
LIFESCIENCES CORPORATION, PLC AND PLC PARENT), INCLUDING ALL EXHIBITS HERETO AND
THERETO, BY AND AMONG THE PARTIES HERETO,
(A)
CONSTITUTE THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, UNDERSTANDINGS, NEGOTIATIONS AND
DISCUSSIONS BETWEEN THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE
SUBJECT MATTER HEREOF; AND
15
(B)
AND SHALL BE BINDING UPON AND SHALL INURE TO
THE BENEFIT OF EACH OF THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS AND IS NOT INTENDED TO CONFER ANY RIGHTS,
REMEDIES OR BENEFITS ON ANY PERSONS OTHER THAN