Miscellaneous
7.1 This Agreement constitutes the entire agreement between the parties hereto with respect to the Materials, and cancels and supersedes any prior understanding and agreements between the parties relating thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied, statutory or otherwise between the parties regarding the Materials, except as expressly set forth in this Agreement. This Agreement shall not be amended or modified except in writing signed by the parties hereto. No course of dealing or usage of trade by or between the parties shall be deemed to effect any such amendment or modification. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be held unenforceable by any court of competent jurisdiction, it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, or a waiver of any other, different or subsequent breach.
7.2 Neither Tekelec nor Company shall represent that its relationship with respect to the other party is other than as an independent company. Company may not in any way assign, convey or transfer the Materials or this Agreement, by operation of law or otherwise, and any attempt to do so shall be void. Tekelec shall have the right, at its own expense and upon reasonable written notice to Customer, to periodically inspect Company's premises and such documents as it may reasonably require, for the purpose of verifying Company's compliance with its obligations under this Agreement. Company shall be responsible for all expenses arising out of Company's use and possession of the Materials under this Agreement, including but not limited to all taxes.
7.3 This Agreement sets forth the entire agreement between the parties as to the subject matter hereof and supersedes any previous or contemporaneous understandings, commitments or agreements, oral or written, as to such subject matter, all of which are merged herein. This Agreement can only be amended by a written document executed by the parties hereto. This Agreement may not be assigned by either party. This Agreement may be signed in counterparts. This Agreement shall be governed by the laws of the State of New York.