WHICH THIS AGREEMENT
RELATES OR TO ANY SUCCESSOR CORPORATION RESULTING FROM ANY MERGER OR
CONSOLIDATION OF SUCH PARTY WITH OR INTO SUCH CORPORATION.
9.10.
FORCE MAJEURE.
NEITHER IG NOR ACCESS SHALL BE
LIABLE FOR FAILURE OF OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS
AGREEMENT, AND NEITHER SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH
FAILURE OR DELAY IS DUE TO NATURAL DISASTERS OR ANY CAUSES BEYOND THE
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REASONABLE CONTROL OF IG OR ACCESS.
IN EVENT OF SUCH FORCE MAJEURE, THE PARTY
AFFECTED THEREBY SHALL USE REASONABLE EFFORTS TO CURE OR OVERCOME THE SAME AND
RESUME PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
9.11.
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT: (I) EACH PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND
PROVISIONS OF THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (II) THE RULE
OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT;
AND (III) THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED FAIRLY
AS TO ALL PARTIES HERETO AND NOT IN A FAVOR OF OR AGAINST ANY PARTY, REGARDLESS
OF WHICH PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
9.12.
INTEGRATION; SEVERABILITY.
THIS AGREEMENT,
TOGETHER WITH THE LICENSE AGREEMENT, IS THE SOLE AGREEMENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS
BETWEEN THE PARTIES WITH RESPECT TO SAME.
THE PROVISIONS OF THIS AGREEMENT
SHALL BE INTERPRETED, IF POSSIBLE, SO AS TO BE VALID, LEGAL AND ENFORCEABLE.
IN
THE EVENT THAT ANY PROVISION OF THIS AGREEMENT CONFLICTS WITH THE LAW UNDER
WHICH THIS AGREEMENT IS TO BE CONSTRUED OR IS OTHERWISE HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE BY A COURT OR ARBITRATION PANEL WITH JURISDICTION OVER
THE PARTIES TO THIS AGREEMENT, SUCH PROVISION SHALL BE DEEMED TO BE RESTATED TO
REFLECT AS NEARLY AS POSSIBLE THE ORIGINAL INTENTIONS OF THE PARTIES IN
ACCORDANCE WITH APPLICABLE LAW, AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.
INTERLEUKIN GENETICS, INC.
By:
/s/ Philip R. Reilly
Philip R. Reilly
Chief Executive Officer
ACCESS BUSINESS GROUP LLC
By:
/s/ George Calvert
George Calvert
Vice President - Research & Development
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APPENDIX A
DESCRIPTION OF RESEARCH PROGRAM AND DELIVERABLES
[ *
*
* Appendix A contains confidential material and has been omitted in its
entirety.
*
*
*]
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APPENDIX B
AGGREGATE BUDGET FOR THIRD-PARTY SERVICES
(includes 15% markup)
$801,500
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