Investor:
To the address set forth immediately below Investor's name on
the signature pages hereto.
With copies to:
Schering AG
Legal Department
170-178 Muellerstrasse
D-13342 Berlin, Germany
Fax: +49-(0)30-468-14086
Each party will provide written notice to the other parties of any change in its
address in accordance with the notice provisions hereof.
10.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING UPON AND INURES
TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
THE COMPANY
WILL NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF INVESTOR, AND INVESTOR MAY NOT ASSIGN THIS
AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, INVESTOR MAY ASSIGN ALL
OR PART OF ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY OF ITS "AFFILIATES," AS
THAT TERM IS DEFINED UNDER THE SECURITIES ACT, WITHOUT THE CONSENT OF THE
COMPANY SO LONG AS THE AFFILIATE IS AN ACCREDITED INVESTOR (WITHIN THE MEANING
OF REGULATION D UNDER THE SECURITIES ACT) AND AGREES IN WRITING TO BE BOUND BY
THIS AGREEMENT.
THIS PROVISION DOES NOT LIMIT INVESTOR'S RIGHT TO TRANSFER THE
SECURITIES PURSUANT TO THE TERMS OF THIS AGREEMENT OR TO ASSIGN INVESTOR'S
RIGHTS HEREUNDER TO ANY SUCH TRANSFEREE PURSUANT TO THE TERMS OF THIS AGREEMENT.
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10.8
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND, EXCEPT AS CONTEMPLATED IN SECTION 2.10, IS NOT FOR THE BENEFIT OF,
NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
10.9
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE AGREEMENTS AND COVENANTS SET FORTH HEREIN WILL SURVIVE THE CLOSING HEREUNDER
FOR A PERIOD OF TWELVE (12) MONTHS.
THE COMPANY MAKES NO REPRESENTATIONS OR
WARRANTIES IN ANY ORAL OR WRITTEN INFORMATION PROVIDED TO INVESTOR, OTHER THAN
THE REPRESENTATIONS AND WARRANTIES INCLUDED HEREIN.
10.10
FURTHER ASSURANCES.
EACH PARTY WILL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND WILL EXECUTE AND
DELIVER ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
ANOTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.11
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT IS
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT,
AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
10.12
EQUITABLE RELIEF.
THE COMPANY RECOGNIZES THAT, IF IT FAILS TO
PERFORM OR DISCHARGE ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, ANY REMEDY AT
LAW MAY PROVE TO BE INADEQUATE RELIEF TO INVESTOR.
THE COMPANY THEREFORE AGREES
THAT INVESTOR IS ENTITLED TO SEEK TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN
ANY SUCH CASE.
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IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this
Securities Purchase Agreement to be duly executed as of the date first above
written.
COMPANY:
SONUS PHARMACEUTICALS, INC.
By:
/s/