PURPOSES, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.8
FORCE MAJEURE.
NEITHER PARTY SHALL BE HELD LIABLE OR RESPONSIBLE
TO THE OTHER PARTY OR BE DEEMED TO HAVE BREACHED OR DEFAULTED UNDER THIS
AGREEMENT FOR FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER (EXCEPT
FOR PAYMENT OF MONEY) TO THE EXTENT, AND AS LONG AS, SUCH FAILURE OR DELAY IS
CAUSED BY OR RESULTS FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE AFFECTED
PARTY (A "FORCE MAJEURE DELAY"), INCLUDING FIRE, FLOODS, EMBARGOES, WAR,
INSURRECTIONS, RIOTS, CIVIL COMMOTIONS, TERRORISM, STRIKES, LOCKOUTS OR OTHER
LABOR DISTURBANCES, SABOTAGE, ACTS OF GOD, FAILURE OR DELAY OF TRANSPORTATION,
PREVENTION FROM OR HINDRANCE IN OBTAINING ENERGY OR OTHER UTILITIES, OMISSIONS
OR DELAYS IN ACTING BY ANY GOVERNMENTAL AUTHORITY, ACTS OF A GOVERNMENT OR
AGENCY THEREOF OR JUDICIAL ORDERS OR DECREES.
IN THE EVENT OF A FORCE MAJEURE
DELAY, THE AFFECTED PARTY SHALL GIVE PROMPT NOTICE THEREOF TO THE OTHER PARTY,
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE THE ADVERSE CONSEQUENCES
THEREOF AND SHALL RESUME PERFORMANCE HEREUNDER WITH DISPATCH WHENEVER THE
CONSEQUENCES OF THE FORCE MAJEURE DELAY HAVE BEEN MITIGATED PROVIDED, HOWEVER,
IN NO EVENT SHALL A PARTY BE REQUIRED TO SETTLE ANY LABOR DISPUTE OR
DISTURBANCE.
8.9
AMBIGUITIES.
AMBIGUITIES, IF ANY, IN THIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST ANY PARTY, IRRESPECTIVE OF WHICH PARTY MAY BE DEEMED TO HAVE
AUTHORIZED THE AMBIGUOUS PROVISION.
*
CONFIDENTIAL TREATMENT REQUESTED
22
8.10
HEADINGS.
HEADINGS ARE FOR THE CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONTROL THE CONSTRUCTION OR INTERPRETATION OF ANY OF THE PROVISIONS OF
THIS AGREEMENT.
8.11
NO PARTNERSHIP.
NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL BE
DEEMED TO CONSTITUTE A PARTNERSHIP, AGENCY, OR JOINT VENTURE RELATIONSHIP
BETWEEN THE PARTIES.
NOTWITHSTANDING ANY OF THE PROVISIONS OF THIS AGREEMENT,
NEITHER PARTY SHALL AT ANY TIME ENTER INTO, INCUR, OR HOLD ITSELF OUT TO THIRD
PARTIES AS HAVING AUTHORITY TO ENTER INTO OR INCUR, ON BEHALF OF THE OTHER
PARTY, ANY COMMITMENT, EXPENSE, OR LIABILITY WHATSOEVER.
8.12
USE OF NAMES, TRADE NAMES AND TRADEMARKS.
EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT OR THE LICENSE AND COLLABORATION AGREEMENT NEITHER
PARTY SHALL HAVE THE RIGHT TO USE IN ADVERTISING, PUBLICITY OR OTHER PROMOTIONAL
ACTIVITIES ANY NAME, TRADE NAME, TRADEMARK OR OTHER DESIGNATION OF THE OTHER
PARTY HERETO OR ITS AFFILIATES OR SUBLICENSEES, INCLUDING ANY CONTRACTION OR
ABBREVIATION OF ANY OF THE FOREGOING, UNLESS THE EXPRESS WRITTEN PERMISSION OF
SUCH OTHER PARTY HAS BEEN OBTAINED.
8.13
PERFORMANCE BY AN AFFILIATE.
EACH OF CEPHALON AND ALKERMES
ACKNOWLEDGE THAT OBLIGATIONS UNDER THIS AGREEMENT MAY BE PERFORMED BY AFFILIATES
OF CEPHALON AND ALKERMES.
EACH OF CEPHALON AND ALKERMES GUARANTEE PERFORMANCE
OF THIS AGREEMENT BY ITS AFFILIATES, NOTWITHSTANDING ANY ASSIGNMENT TO
AFFILIATES IN ACCORDANCE WITH SECTION 8.4 OF THIS AGREEMENT.
8.14
NON-SOLICITATION OF EMPLOYEES.
DURING THE [**] PERIOD FOLLOWING THE
EFFECTIVE DATE, NEITHER PARTY SHALL, DIRECTLY OR INDIRECTLY, RECRUIT OR SOLICIT
ANY EMPLOYEE OF THE OTHER PARTY OR ANY OF SUCH OTHER PARTY'S AFFILIATES IF SUCH
EMPLOYEE HAS