FEMININE OR NEUTER FORMS,
AND THE SINGULAR FORM OF NAMES AND PRONOUNS SHALL INCLUDE THE PLURAL AND
VICE-VERSA.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO
BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION", UNLESS THE CONTEXT EXPRESSLY
PROVIDES OTHERWISE.
ALL REFERENCES HEREIN TO SECTIONS, PARAGRAPHS,
SUBPARAGRAPHS, CLAUSES, EXHIBITS OR SCHEDULES SHALL BE DEEMED REFERENCES TO
SECTIONS, PARAGRAPHS, SUBPARAGRAPHS OR CLAUSES OF, OR EXHIBITS OR SCHEDULES TO
THIS AGREEMENT, UNLESS THE CONTEXT REQUIRES OTHERWISE.
UNLESS OTHERWISE
EXPRESSLY DEFINED, TERMS DEFINED IN THIS AGREEMENT HAVE THE SAME MEANINGS WHEN
USED IN ANY EXHIBIT OR SCHEDULE HERETO, INCLUDING THE DISCLOSURE SCHEDULE.
UNLESS OTHERWISE SPECIFIED, THE WORDS "HEREIN", "HEREOF", "HERETO" AND
"HEREUNDER" AND OTHER WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
THE TERM "OR" IS NOT
EXCLUSIVE.
THE WORD "EXTENT" IN THE PHRASE "TO THE EXTENT" SHALL MEAN THE
DEGREE TO WHICH A SUBJECT OR OTHER THING EXTENDS, AND SUCH PHRASE SHALL NOT MEAN
SIMPLY "IF".
THE PHRASE "DATE HEREOF" OR "DATE OF THIS AGREEMENT" SHALL BE
DEEMED TO REFER TO JULY 25, 2006.
ANY CONTRACT, INSTRUMENT OR LAW DEFINED OR
REFERRED TO HEREIN OR IN ANY CONTRACT OR INSTRUMENT THAT IS REFERRED TO HEREIN
MEANS SUCH CONTRACT, INSTRUMENT OR LAW AS FROM TIME TO TIME AMENDED, MODIFIED OR
SUPPLEMENTED, INCLUDING (IN THE CASE OF CONTRACTS OR INSTRUMENTS) BY WAIVER OR
CONSENT AND (IN THE CASE OF LAWS) BY SUCCESSION OF COMPARABLE SUCCESSOR LAWS AND
REFERENCES TO ALL ATTACHMENTS THERETO AND INSTRUMENTS INCORPORATED THEREIN.
REFERENCES TO A PERSON ARE ALSO TO ITS PERMITTED SUCCESSORS AND ASSIGNS.
9.9
NOTICES.
UNLESS OTHERWISE PROVIDED, ALL NOTICES, REQUESTS,
CONSENTS AND OTHER COMMUNICATIONS HEREUNDER TO ANY PARTY SHALL BE GIVEN IN
WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY TO THE
PARTY TO BE NOTIFIED OR FIVE BUSINESS DAYS AFTER BEING DULY SENT BY FIRST CLASS
REGISTERED OR CERTIFIED MAIL, OR OTHER COURIER SERVICE, POSTAGE PREPAID, OR THE
FOLLOWING BUSINESS DAY AFTER BEING FAXED WITH A CONFIRMATION COPY BY REGULAR
MAIL, AND ADDRESSED OR FAXED TO THE PARTY TO BE NOTIFIED AT THE ADDRESS OR FAX
NUMBER INDICATED FOR SUCH PARTY, AS THE CASE MAY BE, SET FORTH BELOW OR SUCH
OTHER ADDRESS OR FAX NUMBER, AS THE CASE MAY BE, AS MAY HEREAFTER BE DESIGNATED
IN WRITING BY THE ADDRESSEES TO THE ADDRESSOR LISTING ALL PARTIES:
To the Company:
675 West Kendall Street
Cambridge, Massachusetts 02142
Attention:
Chief Executive Officer
Fax:
(617) 621-0431
With a copy (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention:
Steven D. Singer, Esq.
Fax:
(617) 526-5000
18
To the Investor:
Novartis Pharma AG
Lichtstraße 35
CH 4058 Basel BS
Attention Peter Rupprecht
Fax:
+41 61 3245372
With a copy (which shall not constitute notice) to:
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Attention:
Philip A. Gelston, Esq.
Fax:
(212) 474- 3700
9.10
FINDER'S FEE.
THE INVESTOR