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.
12
7.5
IN THE EVENT THAT EITHER THE FTC OR THE DOJ
THREATENS TO INSTITUTE ITS OWN JUDICIAL OR ADMINISTRATIVE PROCEEDING AGAINST
EITHER OF THE PARTIES RELATED TO THIS AGREEMENT, THE PARTIES SHALL PROMPTLY MEET
IN GOOD FAITH TO DISCUSS THE FEASIBILITY OF POSSIBLE MODIFICATIONS TO THIS
AGREEMENT.
8.
MISCELLANEOUS
8.1
THE TERMS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE
SUCCESSORS, HEIRS, AND ASSIGNS.
8.2
NO PARTY SHALL ASSIGN ANY OF ITS RIGHTS OR
OBLIGATIONS HEREUNDER TO ANY NON-AFFILIATED THIRD PARTY WITHOUT FIRST OBTAINING
THE WRITTEN CONSENT OF THE OTHER PARTY HERETO, WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD.
8.3
THE AGREEMENT SHALL BE INTERPRETED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF DELAWARE.
8.4
CEPHALON AND BARR AGREE THAT THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY SHALL BE THE PROPER AND
EXCLUSIVE FORUM FOR ANY ACTION TO ENFORCE THIS AGREEMENT. EACH PARTY CONSENTS TO
THE PERSONAL JURISDICTION OF THAT COURT FOR SUCH PURPOSES.
8.5
NOTICES UNDER THIS AGREEMENT SHALL BE SENT
BY OVERNIGHT OR FIRST CLASS MAIL, RETURN RECEIPT OR OTHER PROOF OF DELIVERY
REQUESTED, TO THE FOLLOWING:
**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.
13
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 Barr:
Barr Laboratories, Inc.
400 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
Attention:
President
Facsimile:
(201) 930-3335
8.6
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED,
SUPPLEMENTED, OR REPEALED EXCEPT BY WRITTEN AGREEMENT EXECUTED BY DULY
AUTHORIZED REPRESENTATIVES OF THE PARTIES.
8.7
THIS AGREEMENT AND ITS ATTACHMENTS REPRESENT
THE ENTIRE AGREEMENT BETWEEN CEPHALON 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 AND BARR
WITH RESPECT TO THAT SUBJECT MATTER.
8.8
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.
**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.
14
8.9
NO WAIVER OF, FAILURE OF A PARTY TO OBJECT
TO, OR FAILURE OF A PARTY TO TAKE