Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
9
9.5
NOTICES UNDER THIS AGREEMENT SHALL BE SENT
BY OVERNIGHT OR FIRST CLASS MAIL, RETURN RECEIPT OR OTHER PROOF OF DELIVERY
REQUESTED, TO THE FOLLOWING:
If to Cephalon:
Legal Department
Cephalon, Inc.
41 Moores Road
Frazer, PA
19355
Attn:
John E. Osborn
Sr. Vice President, General Counsel & Secretary
Telephone: (610)-738-6337
Fax:
(610)-738-6590
If to UURF:
University of Utah Research Foundation
Patent and Product Development Division
391-G Chipeta Way
Salt Lake City, UT
84108
Attention:
General Counsel
Facsimile:
(801) 585-7007
If to Barr:
Barr Laboratories, Inc.
400 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
Attention:
President
Facsimile:
(201) 930-3335
9.6
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED,
SUPPLEMENTED OR REPEALED EXCEPT BY WRITTEN AGREEMENT EXECUTED BY DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES.
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
10
9.7
THIS AGREEMENT AND ITS ATTACHMENTS REPRESENT
THE ENTIRE AGREEMENT BETWEEN CEPHALON, UURF AND BARR WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS,
PROPOSALS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, BETWEEN CEPHALON, UURF AND
BARR WITH RESPECT TO THAT SUBJECT MATTER. EXCEPT AS SPECIFICALLY STATED HEREIN,
HOWEVER, ALL TERMS OF THE EXISTING LICENSE AND SUPPLY AGREEMENT REMAIN IN
EFFECT.
9.8
IF ONE OR MORE PROVISIONS OF THIS AGREEMENT
ARE RULED WHOLLY OR PARTLY INVALID OR UNENFORCEABLE BY A COURT OR OTHER
GOVERNMENT BODY OF COMPETENT JURISDICTION, THEN THE VALIDITY AND ENFORCEABILITY
OF ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED.
9.9
NO WAIVER OF, FAILURE OF A PARTY TO OBJECT
TO, OR FAILURE OF A PARTY TO TAKE AFFIRMATIVE ACTION WITH RESPECT TO ANY
DEFAULT, TERM, OR CONDITION OF THIS AGREEMENT, OR ANY BREACH THEREOF, SHALL BE
DEEMED TO IMPLY OR CONSTITUTE A WAIVER OF ANY OTHER LIKE DEFAULT, TERM, OR
CONDITION OF THIS AGREEMENT, OR SUBSEQUENT BREACH THEREOF.
9.10
CEPHALON, UURF AND BARR HAVE HAD ALL DESIRED
COUNSEL, LEGAL AND OTHERWISE, IN ENTERING INTO THIS AGREEMENT, AND DO SO IN
ACCORDANCE WITH THEIR OWN FREE ACTS AND DEEDS. THIS AGREEMENT SHALL THEREFORE BE
DEEMED TO HAVE BEEN NEGOTIATED AND PREPARED AT THE JOINT REQUEST, DIRECTION, AND
INSTRUCTION OF EACH OF THE PARTIES, AT ARMS LENGTH, WITH THE ADVICE AND
PARTICIPATION OF COUNSEL, AND WILL BE INTERPRETED IN ACCORDANCE WITH ITS TERMS
WITHOUT FAVOR TO EITHER PARTY.
9.11
EACH PARTY REPRESENTS THAT IT IS DULY EXISTING;
THAT IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE
SUPPLEMENTAL LICENSE AND SUPPLY AGREEMENT; THAT
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange