AND CERTIFICATES DELIVERED OR CONTEMPLATED
IN CONNECTION HEREWITH AND THEREWITH CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR
AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES RELATING THERETO.
16.5
AMENDMENT.
THIS AGREEMENT MAY BE MODIFIED OR
AMENDED ONLY BY WRITTEN AGREEMENT OF THE PARTIES HERETO SIGNED BY AUTHORIZED
REPRESENTATIVES OF THE PARTIES.
16.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE A SINGLE INSTRUMENT.
16.7
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING ANY
CHOICE OF LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAW OF ANOTHER STATE.
34
16.8
HEADINGS.
ALL SECTION TITLES OR HEADINGS CONTAINED
IN THIS AGREEMENT AND IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE REFERRED TO HEREIN
OR ATTACHED TO THIS AGREEMENT ARE FOR CONVENIENCE ONLY, WILL NOT BE DEEMED A
PART OF THIS AGREEMENT AND WILL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
16.9
NO THIRD PERSON RIGHTS.
NO PROVISION OF THIS
AGREEMENT WILL BE DEEMED OR CONSTRUED IN ANY WAY TO RESULT IN THE CREATION OF
ANY RIGHTS OR OBLIGATIONS IN ANY PERSON NOT A PARTY TO THIS AGREEMENT.
16.10
CONSTRUCTION.
THIS AGREEMENT WILL BE DEEMED TO HAVE BEEN
DRAFTED BY BOTH LILLY AND AMYLIN AND WILL NOT BE CONSTRUED AGAINST EITHER PARTY
AS THE DRAFTSPERSON HEREOF.
WHENEVER THIS AGREEMENT REFERS TO A NUMBER OF DAYS,
SUCH NUMBER SHALL REFER TO CALENDAR DAYS UNLESS BUSINESS DAYS ARE SPECIFIED.
16.11
APPENDICES, EXHIBITS, SCHEDULES AND CERTIFICATES.
EACH
ATTACHMENT AND EXHIBIT ATTACHED HERETO IS INCORPORATED HEREIN BY REFERENCE AND
MADE A PART OF THIS AGREEMENT.
16.12
NO JOINT VENTURE.
NOTHING CONTAINED IN THIS AGREEMENT
WILL BE DEEMED TO CREATE ANY JOINT VENTURE OR PARTNERSHIP BETWEEN THE PARTIES
HERETO, AND, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY WILL HAVE
ANY RIGHT BY VIRTUE OF THIS AGREEMENT TO BIND THE OTHER PARTY IN ANY MANNER
WHATSOEVER.
16.13
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD
TO BE ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE
WHILE THIS AGREEMENT REMAINS IN EFFECT, THE LEGALITY, VALIDITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS WILL NOT BE AFFECTED THEREBY.
IN THE
EVENT A PART OR PROVISION OF THIS AGREEMENT IS HELD TO BE ILLEGAL, INVALID OR
UNENFORCEABLE, THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH AN AMENDMENT OF SUCH
PART OR PROVISION IN A MANNER CONSISTENT WITH THE INTENTION OF THE PARTIES.
16.14
FORCE MAJEURE.
IF EITHER PARTY IS PREVENTED FROM
COMPLYING, EITHER TOTALLY OR IN PART, WITH ANY OF THE TERMS OR PROVISIONS SET
FORTH HEREIN BY REASON OF AN EVENT OF FORCE MAJEURE, INCLUDING, BY WAY OF
EXAMPLE AND NOT OF LIMITATION, FIRE, FLOOD, EXPLOSION, STORM, STRIKE, LOCKOUT OR
OTHER LABOR DISPUTE, RIOT, WAR, REBELLION, ACCIDENTS, TERRORIST ACTS, ACTS OF
GOD, ACTS OF GOVERNMENTAL AGENCIES OR INSTRUMENTALITIES, INABILITY TO OBTAIN
MATERIALS FROM SUPPLIERS, OR