ADDRESSED TO SUCH OTHER PARTY AT ITS ADDRESS
INDICATED BELOW, OR TO SUCH OTHER ADDRESS AS THE ADDRESSEE SHALL HAVE LAST
FURNISHED IN WRITING TO THE ADDRESSOR AND SHALL BE EFFECTIVE UPON RECEIPT BY THE
ADDRESSEE.
If to Genaissance:
Genaissance Pharmaceuticals, Inc.
Five Science Park
New Haven, Connecticut 06511
Attention:
Chief Executive Officer
Telephone:
(203) 773-1450
Facsimile:
(203) 562-9377
With a copy to:
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention:
Steven D. Singer
Telephone:
(617) 526-6000
Facsimile:
(617) 526-5000
56
If to Bayer:
BAYER HEALTHCARE LLC, Diagnostics Division
511 Benedict Avenue
Tarrytown, New York 10591
Attention:
President
Telephone:
914-631-8000
Facsimile:
914-524-2132
And
Bayer Aktiengesellschaft
Bayer HealthCare
Bayerwerk
51368 Leverkusen
Germany
Attention:
CAO
Telephone: +49-30-76732
Facsimile: +49-30-52248
With a copy to:
BAYER HEALTHCARE LLC, Diagnostics Division
511 Benedict Avenue
Tarrytown, New York 10591
Attention:
Law & Patents
Telephone:
914-631-8000
Facsimile:
914-524-3594
And
Bayer Aktiengesellschaft
Bayer HealthCare
Bayerwerk
51368 Leverkusen
Germany
Attention: General Counsel
Telephone: +49-30-56247
Facsimile: +49-30-82986
10.5
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [**], WITHOUT
GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
10.6
DISPUTE RESOLUTION.
THE PARTIES HEREBY AGREE
THAT THEY WILL ATTEMPT IN GOOD FAITH TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT PROMPTLY BY NEGOTIATIONS.
IF A CONTROVERSY
OR CLAIM SHOULD ARISE HEREUNDER, THE MATTER SHALL BE REFERRED TO AN INDIVIDUAL
DESIGNATED BY THE CHIEF EXECUTIVE OFFICER (OR THE EQUIVALENT POSITION) OF
GENAISSANCE AND AN INDIVIDUAL DESIGNATED BY THE HEAD OF BAYER'S BUSINESS GROUP
DIAGNOSTICS (OR THE EQUIVALENT POSITION) OF BAYER (THE "PARTY
REPRESENTATIVES").
IF THE MATTER HAS NOT BEEN RESOLVED WITHIN [**] ([**]) DAYS
AFTER THE FIRST MEETING OF THE PARTY REPRESENTATIVES (WHICH PERIOD MAY BE
57
EXTENDED BY MUTUAL AGREEMENT) CONCERNING SUCH MATTER, SUBJECT TO RIGHTS TO
INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE, AND UNLESS OTHERWISE SPECIFICALLY
PROVIDED FOR HEREIN, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH THEREOF, MAY AT THE ELECTION OF EITHER PARTY BE PURSUED
BY WHATEVER OTHER REMEDIES ARE LEGALLY AVAILABLE TO RESOLVE THE DISPUTE.
10.7
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH
THE EXHIBITS HERETO, CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
ALL EXPRESS OR IMPLIED AGREEMENTS AND
UNDERSTANDINGS, EITHER ORAL OR WRITTEN, HERETOFORE MADE ARE EXPRESSLY SUPERSEDED
BY THIS AGREEMENT.
THIS AGREEMENT MAY BE AMENDED, OR ANY TERM HEREOF MODIFIED,
ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY BOTH PARTIES.
10.8
PUBLICITY.
10.8.1
AGREEMENT.
EXCEPT AS REQUIRED BY LAW, AND SUBJECT TO
SECTION 10.8.2, GENAISSANCE AND BAYER EACH AGREE NOT TO DISCLOSE THE EXISTENCE
OR ANY TERMS OR CONDITIONS OF THIS AGREEMENT TO ANY THIRD PARTY WITHOUT THE
PRIOR WRITTEN PERMISSION OF THE OTHER PARTY; PROVIDED, THAT EITHER PARTY MAY
MAKE SUCH DISCLOSURES TO ITS FINANCIAL AND LEGAL ADVISERS OR ACTUAL OR POTENTIAL
INVESTORS, ACQUIRORS, LICENSEES OR SUBLICENSEES ON A NEED TO KNOW BASIS AND
SUBJECT TO A CONFIDENTIALITY AGREEMENT.
IN