NOTICES REQUIRED OR
PERMITTED UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE
WHEN SERVED BY PERSONAL DELIVERY, EXPRESS OVERNIGHT COURIER SERVICE, OR BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE OTHER
PARTY AT THE ADDRESS SHOWN ABOVE, OR AT SUCH OTHER ADDRESS OR ADDRESSES AS
EITHER PARTY SHALL DESIGNATE TO THE OTHER IN ACCORDANCE WITH THIS SECTION 8.
9.
PRONOUNS.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUNS USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING
MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORMS OF NOUNS AND
PRONOUNS SHALL INCLUDE THE PLURAL, AND VICE VERSA.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS
THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREIN.
ALL OTHER NEGOTIATIONS AND AGREEMENTS (WRITTEN OR ORAL)
BETWEEN THE PARTIES ARE SUPERSEDED BY THIS AGREEMENT AND THERE ARE NO
REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS OR AGREEMENTS OTHER THAN THOSE
EXPRESSLY SET FORTH HEREIN.
PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT
SHALL AMEND, DIMINISH, SUPPLEMENT OR OTHERWISE AFFECT ANY PREVIOUS AGREEMENTS,
IF ANY, BETWEEN THE PARTIES WITH RESPECT TO THE DISCLOSURE OR USE OF INFORMATION
COVERED BY SUCH AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS.
11.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY BOTH COMPANY AND CONSULTANT.
THIS AGREEMENT DOES NOT CREATE AN OBLIGATION ON COMPANY TO CONTINUE TO RETAIN
CONSULTANT BEYOND THE TERM.
12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
13.
SUCCESSORS AND ASSIGNS.
COMPANY SHALL HAVE
THE RIGHT TO ASSIGN THIS AGREEMENT TO ITS SUCCESSORS AND ASSIGNS AND THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY SAID SUCCESSORS OR
ASSIGNS.
CONSULTANT MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY AND THIS AGREEMENT SHALL
BE BINDING UPON CONSULTANT'S HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
14.
Debarment.
Consultant represents and
warrants that Consultant is not under investigation by the Food and Drug
Administration (FDA), or equivalent authority outside the United States, for
debarment action or is presently debarred pursuant to the Generic Drug
Enforcement Act of 1992, or any equivalent law or regulation applicable outside
the United States, or has been convicted or indicted for a crime or otherwise
engaged in conduct for which a person can be debarred, and Consultant agrees to
notify Company immediately upon any inquiry concerning, or the commencement of
any such proceeding concerning, Consultant.
15.
Government Approval.
If Consultant is an
employee of a federal or state government agency, Consultant represents and
warrants that such federal or state government agency has authorized Consultant
to provide the Services and to be compensated for the provision of such
Services.
16.
MISCELLANEOUS.
16.1
NO DELAY OR OMISSION BY COMPANY IN EXERCISING ANY
RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF THAT OR ANY OTHER
RIGHT.