Julian Stern
Fax No:
(650) 324-0638
If to King:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Department
Facsimile: (423) 990-2566
All notices shall be deemed made upon receipt by the addressee as evidenced by
the applicable written receipt.
10.
MISCELLANEOUS
10.1
HEADINGS.
THE TITLES, HEADINGS OR CAPTIONS AND PARAGRAPHS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT DEFINE, LIMIT, EXTEND, EXPLAIN OR
DESCRIBE THE SCOPE OR EXTENT OF THIS AGREEMENT OR ANY OF ITS TERMS OR CONDITIONS
AND THEREFORE SHALL NOT BE CONSIDERED IN THE INTERPRETATION, CONSTRUCTION OR
APPLICATION OF THIS AGREEMENT.
10.2
SEVERABILITY.
IN THE EVENT THAT ANY OF THE PROVISIONS OR A PORTION
OF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL, OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION OR A GOVERNMENTAL AUTHORITY,
SUCH PROVISION OR PORTION OF PROVISION WILL BE CONSTRUED AND ENFORCED AS IF IT
HAD BEEN NARROWLY DRAWN SO AS NOT TO BE INVALID, ILLEGAL, OR UNENFORCEABLE,
9
AND THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF THE ENFORCEABLE PORTION OF ANY
SUCH PROVISION AND THE REMAINING PROVISIONS WILL NOT BE ADVERSELY AFFECTED
THEREBY.
10.3
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE PROMOTION AGREEMENT,
TOGETHER WITH ANY EXHIBIT HERETO OR THERETO, CONTAIN ALL OF THE TERMS AGREED TO
BY THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, UNDERSTANDINGS, OR ARRANGEMENTS BETWEEN THEM, WHETHER ORAL OR IN
WRITING.
10.4
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED, ALTERED,
OR SUPPLEMENTED EXCEPT BY MEANS OF A WRITTEN AGREEMENT OR OTHER INSTRUMENT
EXECUTED BY BOTH OF THE PARTIES HERETO.
NO COURSE OF CONDUCT OR DEALING BETWEEN
THE PARTIES WILL ACT AS A MODIFICATION OR WAIVER OF ANY PROVISIONS OF THIS
AGREEMENT.
10.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL AS AGAINST THE PARTY
WHOSE SIGNATURE APPEARS THEREON, BUT ALL OF WHICH TAKEN TOGETHER WILL CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
FURTHERMORE, THIS AGREEMENT MAY BE EXECUTED BY
FACSIMILE OR .PDF SIGNATURE AND SUCH FACSIMILE OR .PDF SIGNATURE SHALL BE AS
BINDING AS THE ORIGINAL SIGNATURES OF THE PARTIES.
10.6
WAIVER.
THE FAILURE OF EITHER PARTY TO ENFORCE OR TO EXERCISE, AT
ANY TIME OR FOR ANY PERIOD OF TIME, ANY TERM OF OR ANY RIGHT ARISING PURSUANT TO
THIS AGREEMENT DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS, A WAIVER OF
SUCH TERM OR RIGHT, AND WILL IN NO WAY AFFECT THAT PARTY'S RIGHT LATER TO
ENFORCE OR EXERCISE SUCH TERM OR RIGHT.
10.8
SUCCESSORS AND ASSIGNS.
SUBJECT TO SECTION 10.9, THIS AGREEMENT
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED UNDER THIS AGREEMENT.
10.9
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS GRANTED HEREIN SHALL NOT
BE ASSIGNABLE BY EITHER PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY.
ANY ATTEMPTED ASSIGNMENT WITHOUT CONSENT SHALL BE VOID.
NOTWITHSTANDING THE FOREGOING, A PARTY MAY TRANSFER, ASSIGN OR DELEGATE ITS