Common use of Miscellaneous Clauses Clause in Contracts

Miscellaneous Clauses. 18.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties and any necessary Independent Third Party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party to carry the provisions of this Agreement. 18.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees. 18.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.

Miscellaneous Clauses. 18.1. 20.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 20.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 20.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.4. 20.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees. 18.5. 20.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Option Agreement, the terms of the Development Option Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. 20.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. 20.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 20.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 20.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 20.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Emisphere and the Company Lilly as partners, or Elan Emisphere as an employee of the CompanyLilly, or the Company Lilly as an employee of ElanEmisphere. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third third party. 20.11 This Agreement has been jointly prepared and shall not be strictly construed against any Party. 20.12 The parties hereto agree to disclose publicly through a joint press release, upon signing this Agreement, the nature and scope of the Agreement. All press releases, scientific papers and all other public disclosures related to this Agreement shall be approved in advance by both parties, except for such disclosures permitted pursuant to Clause 11, above, such approval not to be unreasonably withheld or delayed. Upon the occurrence of other significant events in the Research and Development Program or other activities hereunder, Emisphere and Lilly agree to make joint press releases. In all cases Lilly shall have the right to review portions of any SEC filings by Emisphere that relate directly to Lilly; in no case shall either party release information which would allow a third party to determine the actual Carriers (including, without limitation, the Carrier/Compound complex in the Product) developed hereunder.

Miscellaneous Clauses. 18.115.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.215.2. If any provision in this Agreement is agreed in writing by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.315.3. The Parties shall use their respective reasonable endeavours efforts to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry out the provisions of this Agreement. 18.415.4. This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. 18.515.5. This Agreement (including the Schedules attached hereto), and the other Definitive Documents set forth all of the agreements and understandings between Parties hereto with respect to the subject matter hereof, and supersedes and terminates all prior agreements and understandings between the Parties with respect to the subject matter hereof, either oral or written, between the Parties other than as set forth in this Agreement and the other Definitive Documents. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.615.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.each

Miscellaneous Clauses. 18.117.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.217.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.317.3. The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.417.4. This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. Isis shall be a third party beneficiary to this Agreement and shall have the right to cause Orasense to enforce Orasense's rights against Elan. 18.517.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.617.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.of

Miscellaneous Clauses. 18.116.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.216.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.316.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties they and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any either of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.416.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. 18.516.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development AgreementJDOA, the terms of the Development Agreement JDOA shall prevail unless this Agreement specifically provides otherwise. 18.616.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.716.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.816.8. Each of the Parties undertake Party undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.916.9. Each of the Parties Party hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.1016.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan DOV and the Company Nascime as partners, or Elan DOV as an employee of the CompanyNascime, or the Company Nascime as an employee of ElanDOV. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.1. 17.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 17.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) , 17.2.1 such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) ; and 17.2.2 the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 17.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.4. 17.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseessublicensees. 18.5. 17.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development this Agreement shall prevail unless this Agreement specifically provides otherwiseprevail. 18.6. 17.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. Amendments hereto shall be subject to the prior approval of Elan, which approval shall not be unreasonably withheld or delayed. 18.7. 17.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 17.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 17.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 17.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Elan, Isis and the Company Orasense as partners, or Isis as an employee of Orasense and Elan, or Orasense and Elan as an employee of the Company, or the Company as an employee of ElanIsis. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.115.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.215.2. If any provision in this Agreement is agreed in writing by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.315.3. The Parties shall use their respective reasonable endeavours efforts to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry out the provisions of this Agreement. 18.415.4. This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. 18.515.5. This Agreement (including the Schedules attached hereto), and the other Definitive Documents set forth all of the agreements and understandings between Parties hereto with respect to the subject matter hereof, and supersedes and terminates all prior agreements and understandings between the Parties with respect to the subject matter hereof, either oral or written, between the Parties other than as set forth in this Agreement and the other Definitive Documents. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.615.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. Amendments hereto shall be subject to the prior written approval of Elan, which approval shall not be unreasonably withheld or delayed. 18.715.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.815.8. Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.915.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save except as expressly set out herein or in any document referred to herein. 18.1015.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan Celtrix, Elan, and the Company Newco as partners, or Celtrix as an employee or agent of Newco or Elan, or Newco and Elan as an employee or agent of the Company, or the Company as an employee of ElanCeltrix. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third third party without the prior written consent of the other Party.

Miscellaneous Clauses. 18.1. No waiver a. Except with respect to the Transfer of any right under Shares by SIMCOM to Affiliates, this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it canhall not be so amended assignable by any party hereto without materially altering the intention prior written consent of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties and any necessary Independent Third Party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party to carry the provisions of this Agreement. 18.4parties. This Agreement shall be binding upon upon, and enure shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and assigns. SIMCOM agrees that this agreement is irrevocable and shall be binding upon its legal representatives, successors and assigns. b. This Agreement may be amended only by a written instrument signed by each party hereto. No provisions of this Agreement may be waived except by an instrument in writing signed by the party sought to be bound. c. This Agreement and any amendment hereof may be executed in one or more counterparts and by each party on a separate counterpart, each of which when executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. d. Any provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties' respective rights and obligations hereunder.which are invalid or unenforceable will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provision hereof. e. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof and may not be amended, modified or terminated unless in a written instrument executed by the party or parties sought to be bound. f. This Agreement shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the Parties hereto, their successors and permitted assigns and sub-licenseesState of Texas. 18.5. No g. Every covenant, term, and provision of this Agreement shall be construed so as simply according to negate, modify its fair meaning and not strictly for or affect in against any way party. h. SIMCOM acknowledges and agrees that the Company would be damaged irreparably if any of the provisions of any other agreement between this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, SIMCOM agrees that the Parties unless specifically referred to, and solely Company shall be entitled to the extent provided, in any such other agreement. In the event an injunction or injunctions to prevent breaches of a conflict between the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of the Development Agreement, the terms this Agreement in any action instituted in any court of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. No amendment, modification United States or any state thereof having jurisdiction over the parties and the matter in addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.7. This Agreement to any other remedy to which they may be executed in any number of counterpartsentitled, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein at law or in any document referred to hereinequity. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.

Miscellaneous Clauses. 18.116.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.216.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.316.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties they and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any either of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.416.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. 18.516.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development AgreementJDOA, the terms of the Development Agreement JDOA shall prevail unless this Agreement specifically provides otherwise. 18.616.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.716.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.816.8. Each of the Parties undertake Party undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.916.9. Each of the Parties Party hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set \ out herein or in any document referred to herein. 18.1016.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company Nascime as partners, or Elan as an employee of the CompanyNascime, or the Company Nascime as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.1. 20.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 20.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 20.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry out the provisions of this Agreement. 18.4. 20.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseessublicensees. 18.5. 20.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Option Agreement, the terms of the Development Option Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. 20.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. 20.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 20.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 20.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 20.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Emisphere and the Company Novartis as partners, or Elan Emisphere as an employee of the CompanyNovartis, or the Company Novartis as an employee of ElanEmisphere. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third third party. 20.11 This Agreement has been jointly prepared and shall not be strictly construed against any Party. 20.12 The parties hereto agree to disclose publicly through a joint press release previously agreed to in writing, upon signing this Agreement, the nature and scope of the Agreement. All press releases and disclosures of Confidential Information shall be approved in writing in advance by both parties, except for such disclosures permitted pursuant to Clause 11, above, such approval not to be unreasonably withheld or delayed. Upon the occurrence of other significant events in the Research and Development Program or other activities hereunder, Emisphere and Novartis agree to make joint press releases previously agreed in writing by the Parties.

Miscellaneous Clauses. 18.117.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party or third party beneficiary charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.217.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.317.3. The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry into effect the provisions of this Agreement. 18.417.4. This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. TGEN shall be a third party beneficiary to this Agreement and shall have the right (subject to the dispute resolution provisions of the Development Agreement) to cause Newco to enforce Newco's rights against Elan. 18.517.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement or the Development Agreement specifically provides otherwise. 18.617.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. Amendments hereto shall be subject to the prior approval of TGEN, which approval, except as otherwise provided herein, shall not be unreasonably withheld, conditioned or delayed. 18.717.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.817.8. Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.917.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.1017.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan Elan, TGEN and the Company Newco as partners, or Elan to constitute any of Elan, TGEN or Newco as an employee of any of the Company, or the Company as an employee of Elanothers. Neither Party hereto nor TGEN shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party hereto or TGEN or to bind the other Party hereto or TGEN to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.119.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.219.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.319.3. The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party to carry out the provisions of this Agreement. 18.419.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-sub- licensees. 18.519.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.619.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.719.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.819.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.919.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.1019.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.

Miscellaneous Clauses. 18.1. 20.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 20.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 20.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.4. 20.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees.. Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 18.5. 20.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Option Agreement, the terms of the Development Option Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. 20.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. 20.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 20.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 20.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 20.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Emisphere and the Company Lilly as partners, or Elan Emisphere as an employee of the CompanyLilly, or the Company Lilly as an employee of ElanEmisphere. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third third party. 20.11 This Agreement has been jointly prepared and shall not be strictly construed against any Party. 20.12 The parties hereto agree to disclose publicly through a joint press release, upon signing this Agreement, the nature and scope of the Agreement. All press releases, scientific papers and all other public disclosures related to this Agreement shall be approved in advance by both parties, except for such disclosures permitted pursuant to Clause 11, above, such approval not to be unreasonably withheld or delayed. Upon the occurrence of other significant events in the Research and Development Program or other activities hereunder, Emisphere and Lilly agree to make joint press releases. In all cases Lilly shall have the right to review portions of any SEC filings by Emisphere that relate directly to Lilly; in no case shall either party release information which would allow a third party to determine the actual Carriers (including, 39 Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 without limitation, the Carrier/Compound complex in the Product) developed hereunder.

Miscellaneous Clauses. 18.1. 17.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party or third party beneficiary charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 17.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 17.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry into effect the provisions of this Agreement. 18.4. 17.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licenseeslicenses. Elan shall be a third party beneficiary to this Agreement and shall have the right (subject to the dispute resolution provisions of the Development Agreement) to cause Newco to enforce Newco's rights against TGEN. 18.5. 17.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement or the Development Agreement specifically provides otherwise. 18.6. 17.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. Amendments hereto shall be subject to the prior approval of TGEN, which approval, except as otherwise provided herein, shall not be unreasonably withheld, conditioned or delayed. 18.7. 17.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 17.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 17.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 17.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Elan, TGEN and the Company Newco as partners, or Elan to constitute any of Elan, TGEN or Newco as an employee of any of the Company, or the Company as an employee of Elanothers. Neither Party hereto nor Elan shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party hereto or Elan or to bind the other Party hereto or Elan to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.1. 18.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 18.2 If any provision in this Agreement is agreed by the Parties parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Partiesparties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 18.3 The Parties parties shall use their respective reasonable endeavours to ensure that the Parties parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties parties hereto may reasonably require by notice in writing to the other Party party or such Independent Third Party third party to carry out the provisions of this Agreement. 18.4. 18.4 This Agreement shall be binding upon and enure to the benefit of the Parties parties hereto, their successors and permitted assigns and sub-licenseeslicenses. 18.5. 18.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. 18.6 No amendment, modification or addition hereto shall be effective or binding on either Party party unless set forth in writing and executed by a duly authorised representative of each Partyparty. 18.7. 18.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. 18.8 Each of the Parties undertake parties undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 18.9 Each of the Parties parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 18.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company Emisphere as partners, or Elan as an employee of the CompanyEmisphere, or the Company Emisphere as an employee of Elan. Neither Party party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party party or to bind the other Party party to any contract, agreement or undertaking with any Independent Third Partythird party.

Miscellaneous Clauses. 18.1. 20.1 No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. 20.2 If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. 20.3 The Parties shall use their respective reasonable endeavours endeavors to ensure that the Parties and any necessary Independent Third Party third party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party third party to carry the provisions of this Agreement. 18.4. 20.4 This Agreement shall be binding upon and enure inure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees. 18.5. 20.5 No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Option Agreement, the terms of the Development Option Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. 20.6 No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised authorized representative of each Party. 18.7. 20.7 This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.. Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 18.8. 20.8 Each of the Parties undertake undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. 20.9 Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. 20.10 Nothing contained in this Agreement is intended or is to be construed to constitute Elan Emisphere and the Company Lilly as partners, or Elan Emisphere as an employee of the CompanyLilly, or the Company Lilly as an employee of ElanEmisphere. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third third party. 20.11 This Agreement has been jointly prepared and shall not be strictly construed against any Party. 20.12 The parties hereto agree to disclose publicly through a joint press release, upon signing this Agreement, the nature and scope of the Agreement. All press releases, scientific papers and all other public disclosures related to this Agreement shall be approved in advance by both parties, except for such disclosures permitted pursuant to Clause 11, above, such approval not to be unreasonably withheld or delayed. Upon the occurrence of other significant events in the Research and Development Program or other activities hereunder, Emisphere and Lilly agree to make joint press releases. In all cases Lilly shall have the right to review portions of any SEC filings by Emisphere that relate directly to Lilly; in no case shall either party release information which would allow a third party to determine the actual Carriers (including, without limitation, the Carrier/Compound complex in the Product) developed hereunder.

Miscellaneous Clauses. 18.119.1. No waiver The Recitals forms an integral part of any right under and are deemed to be incorporated into this Agreement. 19.2. This Agreement shall include all Schedules attached hereto as amended from time to time by BSID and a reference to this Agreement shall include a reference to its Schedules. 19.3. Dealer shall not have the right to assign or transfer to any third party all or part of its rights or obligations under the Agreement under any form whatsoever, without the express prior written consent of BSID. 19.4. Waiver by BSID of any default or breach of any of the terms of this Agreement by Dealer shall not prevent the subsequent enforcement of that term and shall not be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other subsequent breach or failure to perform or of any other right arising under this Agreementdefault by Dealer. 18.219.5. If any provision in this Agreement is Unless otherwise agreed by the Parties to beparties or prohibited by law, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention each of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement is severable and distinct from the others. 19.6. If any term or provision of this Agreement is found by a tribunal, court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be impaired deemed modified to the extent necessary in the tribunal, court's opinion to render such term or affected in any wayprovision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. 18.319.7. The Parties captions herein are included for convenience of reference only and shall use their respective reasonable endeavours to ensure that be ignored in the construction or interpretation hereof. 19.8. In the performance of this Agreement, the Parties to this Agreement shall at all times be independent entities and any necessary Independent Third nothing in this Agreement shall constitute, or be deemed to constitute, either Party shall doas being the agent, partner or joint venture partner of the other 19.9. In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform all such further deedsadditional actions as may be necessary, documentsappropriate or reasonably requested to carry out or evidence the transactions contemplated hereby. 19.10. All terms, assurancesconditions, acts or provisions which may appear as pre‐printed language or otherwise be inserted within any purchase order for any Products shall be of no force and things as any effect notwithstanding the execution or delivery of the Parties hereto may reasonably require by notice in writing such other document subsequent to the other Party or such Independent Third Party to carry the provisions date of this Agreement. 18.419.11. This Agreement shall be binding upon and enure embodies the entire understanding between the Parties relating to the benefit subject matter hereof and it expressly supersedes all previous understandings and communications between the Parties, whether written or oral. 19.12. The Parties to this Agreement may, add, delete, amend or alter all or any of the Parties hereto, their successors terms and permitted assigns and sub-licensees. 18.5. No provision conditions of this Agreement as mutually agreed from time to time and such modification and changes shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. No amendment, modification or addition hereto shall not be effective or binding on either Party unless set forth until the same are in writing and executed duly signed by a duly authorised representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each the authorized representatives of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this AgreementParties. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.