THE EXTENT OF SUCH PAYMENT TO
ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE WHO SHALL EXECUTE ALL DOCUMENTS
REQUIRED AND SHALL DO ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND
TO ENABLE THE COMPANY EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS;
PROVIDED, HOWEVER THAT THE COMPANY EXPRESSLY WAIVES ANY RIGHTS OF SUBROGATION
WITH RESPECT TO ANY RIGHTS OF RECOVERY OF INDEMNITEE AGAINST ANY FUND RELATED
PARTY OR ANY INSURER PROVIDING LIABILITY INSURANCE IN RESPECT OF OR IN SUPPORT
OF ANY SUCH OBLIGATIONS OF A FUND RELATED PARTY.
18.
AMENDMENT AND TERMINATION.
NO SUPPLEMENT,
AMENDMENT, MODIFICATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE
EFFECTIVE UNLESS IT IS IN WRITING SIGNED BY BOTH THE PARTIES HERETO.
NO WAIVER
OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A
WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER OR NOT SIMILAR) NOR SHALL SUCH
WAIVER CONSTITUTE A CONTINUING WAIVER.
19.
INTEGRATION AND ENTIRE AGREEMENT.
THIS
AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO AND
SUPERSEDES AND MERGES ALL PREVIOUS WRITTEN AND ORAL NEGOTIATIONS, COMMITMENTS,
UNDERSTANDINGS AND AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO.
20.
NO CONSTRUCTION AS EMPLOYMENT AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS GIVING INDEMNITEE ANY
RIGHT TO BE RETAINED IN THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
21.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONSTITUTE PART OF THIS AGREEMENT OR TO AFFECT THE CONSTRUCTION THEREOF.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
CLARIENT, INC.
INDEMNITEE:
By:
By:
Name:
Name:
Title:
Title:
Address:
Address:
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