Corporation
Office of the General Counsel
1735 Connecticut Avenue, N.W.
3rd Floor
Washington, D.C. 20009
Fax:
Telephone:
Attention:
General Counsel
with a copy to (which shall not constitute notice to the Company):
Gibson, Dunn & Crutcher LLP
1050 Connecticut Ave., NW
Washington, D.C. 20036
Fax:
Telephone:
Attention:
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others.
8.3
GOVERNING LAW.
THIS AGREEMENT, AND ANY
DISPUTE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR
RULE (WHETHER OF THE STATE OF DELAWARE OF ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
DELAWARE.
8.4
EFFECTIVENESS: ENTIRE AGREEMENT; AMENDMENTS
AND WAIVERS.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE PARTIES HERETO WHEN
ALL PARTIES HERETO HAVE EXECUTED AND DELIVERED THIS AGREEMENT.
THIS AGREEMENT,
THE LICENSE AGREEMENT, THE MANUFACTURING AND SUPPLY AGREEMENT AND THE
CONFIDENTIALITY AGREEMENT, TOGETHER WITH ALL EXHIBITS AND SCHEDULES HERETO AND
THERETO, CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES.
THE
PARTIES AGREE THAT NEITHER THIS AGREEMENT, NOR THE TRANSACTIONS CONTEMPLATED
HEREBY, SHALL VIOLATE SECTION 9 OF THE CONFIDENTIALITY AGREEMENT.
IN NO EVENT
SHALL THIS AGREEMENT BE DEEMED TO CONSTITUTE A WAIVER OF, OR OTHERWISE MODIFY,
AMEND OR TERMINATE, ANY RIGHTS GRANTED TO THE COMPANY PURSUANT TO THE
CONFIDENTIALITY AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
NO AMENDMENT,
SUPPLEMENT, MODIFICATION OR WAIVER OF THIS AGREEMENT SHALL BE BINDING UNLESS
EXECUTED IN WRITING BY ALL OF THE PARTIES HERETO INDICATING THEIR INTENTION TO
AMEND THIS AGREEMENT.
NEITHER THE FAILURE NOR ANY DELAY BY ANY PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT WILL OPERATE AS A
WAIVER OF ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT, AND NO WAIVER OF
ANY OF THE PROVISIONS OF THIS
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AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISION
HEREOF (WHETHER OR NOT SIMILAR), NOR SHALL SUCH WAIVER CONSTITUTE A CONTINUING
WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED IN SUCH WAIVER IN WRITING.
IN
ADDITION, NO NOTICE TO OR DEMAND ON ONE PARTY WILL BE DEEMED A WAIVER OF ANY
OBLIGATION OF SUCH PARTY OR OF THE RIGHT OF THE PARTY GIVING SUCH NOTICE OR
DEMAND TO TAKE FURTHER ACTION WITHOUT NOTICE OR DEMAND AS PROVIDED IN THIS
AGREEMENT.
8.5
MULTIPLE COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.6
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR
MORE OF THE PROVISIONS CONTAINED IN THIS AGREEMENT OR IN ANY OTHER INSTRUMENT
REFERRED TO HEREIN, SHALL, FOR ANY REASON, BE HELD TO