Miscellaneous 18 Clause Samples

Miscellaneous 18. 1 This Agreement and the Schedules hereto constitute the full understanding and entire Agreement between the parties and supersede and replace any and all prior oral or written understandings and agreements with respect to the subject matter hereof, including, without limitation, the Original License Agreement. This Agreement shall not be effective until duly signed by officers of both Wyeth and DOV. No terms, conditions, understandings or Agreements purporting to modify, amend or vary this Agreement shall be binding unless made in writing and signed by the parties hereto. It is mutually agreed that no party has relied upon any representations or statements of any third party except as stated herein. 18.2 The invalidity or unenforceability of an Article or any part of an Article of this Agreement in any jurisdiction shall not cause the invalidity of the whole Agreement as to such jurisdiction, and shall not affect the validity or enforceability of such Article or such part of an Article in any other jurisdiction. The parties shall replace any Article or part of an Article found invalid or unenforceable by alternative provisions that shall be as similar as possible in their conditions with regard to their spirit and commercial effect. If this Agreement in any jurisdiction is found to be invalid or unenforceable, the parties shall replace it by an alternative agreement that shall be as similar as possible in its conditions with regard to its spirit and commercial effect. 21 <PAGE> 18.3 The failure of either party on any occasion to require the performance by the other of any provision hereof shall not affect the right of such party to enforce the same on a subsequent occasion. The waiver by either party of any breach of any provision hereof shall not be construed to be a waiver of any succeeding breach of that or any other provision or a waiver of the provision itself. 18.4 This Agreement shall not constitute either party as the joint venturer, legal representative or agent of the other party for any purpose whatsoever. Neither party shall have any right or authority to assume or create any obligation or responsibility for or on behalf of the other party or to otherwise bind the other party. 18.5 The parties recognize that this is a master Agreement covering a number of countries. If for any country in the Territory it becomes necessary to execute a separate instrument for such country in order to satisfy local regulatory requirements, the parties agree to e...