If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect, provided that the Parties and Abbott shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties and Abbott as closely as possible to the fullest extent permitted by applicable Law such that the economic and legal substance of the Transactions are not affected in any manner materially adverse to any party.