the Securities Exchange Act
of 1934, as amended.
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 ANY PARTY.
8.16.
THE LANGUAGE IN ALL PARTS OF THIS AGREEMENT SHALL BE CONSTRUED, IN
ALL CASES, ACCORDING TO ITS FAIR MEANING.
THE SECTION HEADINGS ARE PLACED
HEREIN MERELY AS A MATTER OF CONVENIENCE AND SHALL NOT AFFECT THE CONSTRUCTION
OR INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
THE WORDS
"HEREOF," "HEREIN," "HERETO" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT, WHEN
USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT.
THE TERMS DEFINED IN THE SINGULAR SHALL
HAVE A COMPARABLE MEANING WHEN USED IN THE PLURAL, AND VICE VERSA.
WHENEVER
USED HEREIN, THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL MEAN
"INCLUDE, WITHOUT LIMITATION," "INCLUDES, WITHOUT LIMITATION" AND "INCLUDING,
WITHOUT LIMITATION," RESPECTIVELY.
THE MASCULINE, FEMININE OR NEUTER GENDER AND
THE SINGULAR OR PLURAL NUMBER SHALL EACH BE DEEMED TO INCLUDE THE OTHERS
WHENEVER THE CONTEXT SO INDICATES. NOTHING IN THIS AGREEMENT SHALL OPERATE TO
EXCLUDE ANY PROVISION IMPLIED INTO THIS AGREEMENT BY LAW AND WHICH MAY NOT BE
EXCLUDED BY LAW OR LIMIT OR EXCLUDE ANY LIABILITY, RIGHT OR REMEDY TO A GREATER
EXTENT THAN IS PERMISSIBLE UNDER THE LAW.
8.17.
EACH OF THE PARTIES SHALL DO, EXECUTE AND PERFORM AND SHALL PROCURE
TO BE DONE AND PERFORM ALL SUCH FURTHER ACTS DEEDS DOCUMENTS AND THINGS AS THE
OTHER PARTIES MAY REASONABLY REQUIRE FROM TIME TO TIME TO GIVE FULL EFFECT TO
THE TERMS OF THIS AGREEMENT.
8.18.
EACH PARTY REPRESENTS THAT IT IS DULY EXISTING; THAT IT HAS THE
FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; THAT THERE ARE NO OTHER
PERSONS OR ENTITIES WHOSE CONSENT
**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.
TO THIS AGREEMENT OR WHOSE JOINDER HEREIN IS NECESSARY TO MAKE FULLY EFFECTIVE
THE PROVISIONS OF THIS AGREEMENT; THAT THIS AGREEMENT DOES NOT AND WILL NOT
INTERFERE WITH ANY OTHER AGREEMENT TO WHICH IT IS A PARTY AND THAT IT WILL NOT
ENTER INTO ANY AGREEMENT THE EXECUTION AND/OR PERFORMANCE OF WHICH WOULD VIOLATE
OR INTERFERE WITH THIS AGREEMENT.
8.19.
CEPHALON REPRESENTS AND WARRANTS THAT IT HAS THE SOLE AND EXCLUSIVE
RIGHT AND AUTHORITY TO ENFORCE [**], THAT IT HAS NOT GRANTED OR ASSIGNED TO ANY
THIRD PARTY, DIRECTLY OR INDIRECTLY, ANY RIGHT OR AUTHORITY TO ENFORCE [**], AND
THAT NO THIRD PARTY HAS ANY RIGHT OR AUTHORITY TO ENFORCE [**].
8.20.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH OF WHICH SHALL
BE DEEMED AN ORIGINAL HEREOF, BUT ALL OF