AFFECT THE
SUBSTANTIVE RIGHTS OF THE PARTIES. THE PARTIES WILL IN SUCH AN INSTANCE USE
THEIR BEST EFFORTS TO REPLACE THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISION(S)
WITH VALID, LEGAL AND ENFORCEABLE PROVISION(S) WHICH, INSOFAR AS PRACTICAL,
MAINTAINS THE BALANCE OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT.
16.9
ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING ALL SCHEDULES AND
EXHIBITS HERETO), THE LLC AGREEMENT AND THE SERVICES AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREIN AND
SUPERSEDES ALL PREVIOUS AGREEMENTS (OTHER THAN THOSE LISTED IN SCHEDULE A (THE
"PREVIOUS AGREEMENTS")), WHETHER WRITTEN OR ORAL, WITH RESPECT TO SUCH SUBJECT
MATTER. UNLESS OTHERWISE EXPRESSLY INDICATED, REFERENCES HEREIN TO SECTIONS,
SUBSECTIONS, PARAGRAPHS AND THE LIKE ARE TO SUCH ITEMS WITHIN THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS BEING EXECUTED AND DELIVERED
SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY BY THE PARTIES AND/OR THEIR
AFFILIATES OF THE LLC AGREEMENT AND THE SERVICES AGREEMENT. FOR PURPOSES OF
CLARITY, NOTHING IN THIS AGREEMENT (OTHER THAN SECTION 5.6(D)) WILL BE DEEMED TO
MODIFY OR AMEND ANY PROVISION OF ANY OF THE PREVIOUS AGREEMENTS.
16.10
AMENDMENT AND WAIVER. THIS AGREEMENT MAY NOT BE AMENDED, NOR ANY
RIGHTS HEREUNDER WAIVED, EXCEPT IN A WRITING SIGNED BY THE PROPERLY AUTHORIZED
REPRESENTATIVES OF EACH PARTY.
16.11
NO IMPLIED WAIVERS. THE WAIVER BY A PARTY OF A BREACH OR DEFAULT OF
ANY PROVISION OF THIS AGREEMENT BY ANY OTHER PARTY WILL NOT BE CONSTRUED AS A
WAIVER OF ANY SUCCEEDING BREACH OF THE SAME OR ANY OTHER PROVISION, NOR WILL ANY
DELAY OR OMISSION ON THE PART OF A PARTY TO EXERCISE OR AVAIL ITSELF OF ANY
RIGHT, POWER OR PRIVILEGE THAT IT HAS OR MAY HAVE HEREUNDER OPERATE AS A WAIVER
OF ANY RIGHT, POWER OR PRIVILEGE BY SUCH PARTY.
16.12
EXPORT COMPLIANCE. THE PARTIES ACKNOWLEDGE THAT THE EXPORTATION FROM
THE UNITED STATES OF MATERIALS, PRODUCTS AND RELATED TECHNICAL DATA (AND THE
RE-EXPORT FROM ELSEWHERE OF UNITED STATES ORIGIN ITEMS) MAY BE SUBJECT TO
COMPLIANCE WITH UNITED STATES EXPORT LAWS, INCLUDING, WITHOUT LIMITATION, THE
UNITED STATES BUREAU OF EXPORT ADMINISTRATION'S EXPORT ADMINISTRATION
REGULATIONS, THE FEDERAL FOOD, DRUG AND COSMETIC ACT AND REGULATIONS OF THE FDA
ISSUED THEREUNDER, AND THE UNITED STATES DEPARTMENT OF STATE'S INTERNATIONAL
TRAFFIC AND ARMS REGULATIONS WHICH RESTRICT EXPORT, RE-EXPORT, AND RELEASE OF
MATERIALS, PRODUCTS AND THEIR RELATED TECHNICAL DATA, AND THE DIRECT PRODUCTS OF
SUCH TECHNICAL DATA. THE PARTIES AGREE TO COMPLY WITH ALL EXPORTS LAWS AND TO
COMMIT NO ACT THAT, DIRECTLY OR INDIRECTLY, WOULD VIOLATE ANY UNITED STATES LAW,
OR ANY OTHER INTERNATIONAL TREATY OR AGREEMENT, RELATING TO THE EXPORT,
RE-EXPORT, OR RELEASE OF ANY MATERIALS, PRODUCTS OR THEIR RELATED TECHNICAL DATA
TO WHICH THE UNITED STATES ADHERES OR WITH WHICH THE UNITED STATES COMPLIES.
27
16.13
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[Remainder of Page Intentionally Left Blank]
28