EFFECT.
THIS AGREEMENT IS A
CONTINUING AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL ALL
OBLIGATIONS OF THE PARTIES HEREUNDER HAVE BEEN FULLY PERFORMED OR OTHERWISE
DISCHARGED.
18.
ASSIGNMENT.
THIS AGREEMENT SHALL BE ASSIGNABLE BY EITHER PARTY
UPON WRITTEN CONSENT OF THE OTHER PARTY (NOT TO BE UNREASONABLY WITHHELD) AND
SHALL BIND AND INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS.
13
19.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AGREEMENT
BINDING ON ALL PARTIES, NOTWITHSTANDING THAT ALL PARTIES ARE NOT SIGNATORIES TO
THE SAME COUNTERPART.
20.
INVALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE OTHER TERMS AND PROVISIONS, AND
SUCH INVALID OR UNENFORCEABLE TERM OR PROVISION WILL, IN ALL EVENTS, BE
CONSTRUED AND ENFORCED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
21.
FORCE MAJEURE.
NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE RESULTING FROM ANY DELAY IN PERFORMING OR FAILURE TO PERFORM ANY
PROVISIONS OF THIS AGREEMENT, SO LONG AS ANY SUCH FAILURE OR DELAY ARISES FROM A
FIRE, EXPLOSION, FLOOD, STORM, EARTHQUAKE, TIDAL WAVE, TERRORISM, WAR, MILITARY
OPERATION, NATIONAL EMERGENCY, CIVIL COMMOTION, STRIKE OR OTHER DIFFERENCE WITH
WORKERS OR UNIONS THAT IS BEYOND THE CONTROL OF THE PARTIES HERETO.
22.
RELATIONSHIP.
THE PARTIES ARE ACTING INDEPENDENTLY AND SHALL AT
ALL TIMES ACT AS INDEPENDENT CONTRACTORS OF EACH OTHER IN THE MANUFACTURE AND
SALE OF THE PRODUCTS AND ARE NOT PARTNERS, JOINT VENTURERS, AGENTS, OR LEGAL
REPRESENTATIVES OF EACH OTHER, FOR ANY PURPOSE.
NEITHER PARTY SHALL HAVE ANY
RIGHT OR POWER TO ACT FOR OR BIND THE OTHER, IN ANY RESPECT, TO PLEDGE ITS
CREDIT, TO ACCEPT ANY SERVICE OF PROCESS UPON IT, OR TO RECEIVE ANY NOTICES OF
ANY NATURE WHATSOEVER.
23.
PUBLICITY.
NEITHER PARTY SHALL INITIATE ANY PUBLICITY, NEWS
RELEASE OR OTHER ANNOUNCEMENT, WRITTEN OR ORAL, WHETHER TO THE PUBLIC OR PRESS,
TO STOCKHOLDERS OR OTHERWISE, RELATING TO THIS AGREEMENT, TO ANY AMENDMENT
HERETO OR TO PERFORMANCE HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER, EXCEPT AS MAY BE REQUIRED, IN THE JUDGMENT OF EITHER PARTIES LEGAL
COUNSEL, TO COMPLY WITH THE REQUIREMENTS OF ANY APPLICABLE LAW, INCLUDING, BUT
NOT LIMITED TO, ANY DISCLOSURES REQUIRED BY STATE OR FEDERAL SECURITIES LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Supply Agreement to be
duly executed and effective as of the date and year first written above.
"NuVasive"
NuVasive, Inc.,
A Delaware corporation
By:
/s/ Alexis V. Lukianov
Its:
Chairman and CEO
"BTC"
Blood and Tissue Center of Central Texas,
A Texas Non-profit Corporation
By:
/s/ Arlin Hall
Its:
CFO
15
CONFIDENTIAL TREATMENT REQUESTED
Exhibit A
Products
*** Block
Manufacturing Price $ *** per unit *
* Price to be evaluated and adjusted as necessary
each year at least thirty
(30) days before the anniversary of this Agreement, and in the event that