THE REQUISITE INTELLECTUAL PROPERTY RIGHTS IN ITS
EQUIPMENT AND FACILITY TO BE ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, (II)
THAT BSCP'S USE OF ITS EQUIPMENT AND FACILITY AS CONTEMPLATED IN THIS AGREEMENT
WILL NOT GIVE RISE TO A POTENTIAL CAUSE OF ACTION BY A THIRD PARTY AGAINST
CLIENT FOR INFRINGEMENT OR ANOTHER VIOLATION OF INTELLECTUAL PROPERTY RIGHTS AND
(III) THAT PRODUCT DELIVERED TO CLIENT PURSUANT TO THIS AGREEMENT SHALL BE
PRODUCED IN ACCORDANCE WITH THE PRODUCTION RECORD AND SHALL BE IN COMPLIANCE
WITH ALL APPLICABLE CGMP GUIDELINES.
9.
MISCELLANEOUS.
(A)
NO AGENCY.
NEITHER PARTY HERETO IS AUTHORIZED, NOR SHALL
UNDERTAKE, TO BIND THE OTHER PARTY IN ANY WAY AS AGENT, PARTNER, JOINT VENTURER
OR OTHERWISE, WHETHER IN THE NAME OF BSCP OR CLIENT OR OTHERWISE.
NEITHER PARTY
HERETO SHALL REFER TO, DISPLAY OR USE THE OTHER'S NAME, CORPORATE STYLE,
TRADEMARKS OR TRADE NAMES CONFUSINGLY SIMILAR THERETO, ALONE OR IN CONJUNCTION
WITH ANY OTHER WORDS OR NAMES, IN ANY MANNER OR CONNECTION WHATSOEVER, INCLUDING
ANY PUBLICATION, ARTICLE, OR ANY FORM OF ADVERTISING OR PUBLICITY, EXCEPT WITH
THE PRIOR WRITTEN CONSENT PROVIDED BY THE OTHER PARTY.
BSCP IS AN INDEPENDENT
CONTRACTOR OF CLIENT, AND NEITHER BSCP NOR ANY PERSON OR ENTITY EMPLOYED,
CONTRACTED, OR OTHERWISE UTILIZED BY BSCP FOR ANY PURPOSES SHALL BE DEEMED TO BE
AN EMPLOYEE, REPRESENTATIVE OR AGENT OF CLIENT.
(B)
FORCE MAJEURE.
IN THE EVENT OF A DELAY CAUSED BY INCLEMENT
WEATHER, FIRE, FLOOD, STRIKE OR OTHER LABOR DISPUTE, ACTS OF GOD, ACTS OF
GOVERNMENTAL OFFICIALS OR AGENCIES, OR ANY OTHER CAUSE BEYOND THE CONTROL OF
BSCP, BSCP SHALL BE EXCUSED FROM PERFORMANCE HEREUNDER FOR THE PERIOD OR PERIODS
OF TIME ATTRIBUTABLE TO SUCH DELAY.
THERE SHALL BE NO INCREASE IN COMPENSATION
AS A RESULT OF ANY EVENT OF DELAY UNDER THIS PARAGRAPH 9(B) OR OTHERWISE.
13
(C)
EMINENT DOMAIN.
IF THE FACILITY IS TAKEN AS A RESULT OF THE
EXERCISE OF THE POWER OF EMINENT DOMAIN OR SHALL BE CONVEYED TO A GOVERNMENTAL
AGENCY HAVING POWER OF EMINENT DOMAIN UNDER THE THREAT OF THE EXERCISE OF SUCH
POWER (ANY OF THE FOREGOING BEING CALLED "EMINENT DOMAIN"), THEN THIS AGREEMENT
SHALL TERMINATE AS OF THE DATE ON WHICH TITLE TO THE FACILITY VESTS IN THE
AUTHORITY SO EXERCISING OR THREATENING TO EXERCISE SUCH POWER AND CLIENT SHALL
NOT HAVE ANY RIGHT TO THE EMINENT DOMAIN PROCEEDS.
(D)
NOTICES.
ALL NOTICES, CONSENTS, WAIVERS, AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN GIVEN
WHEN (I) DELIVERED BY HAND (WITH WRITTEN CONFIRMATION OF RECEIPT), (II) SENT BY
FAX (WITH WRITTEN CONFIRMATION OF RECEIPT), PROVIDED THAT A COPY IS MAILED BY
U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, (III) WHEN RECEIVED BY THE
ADDRESSEE, IF SENT BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE
(RECEIPT REQUESTED), IN EACH CASE TO THE APPROPRIATE ADDRESS AND FAX NUMBERS SET
FORTH BELOW (OR TO SUCH OTHER ADDRESSES AND FAX NUMBERS AS A PARTY MAY DESIGNATE
BY NOTICE TO THE OTHER PARTY):
If to BSCP, to:
Bio Science