AS EXPRESSLY SET FORTH IN THIS
SECTION 11.10.
SECTION 11.11
AMENDMENTS AND MODIFICATIONS; WAIVERS AND EXTENSIONS.
(A)
NO AMENDMENT, MODIFICATION OR TERMINATION
OF THIS AGREEMENT SHALL BE BINDING UPON ANY OTHER PARTY UNLESS EXECUTED IN
WRITING BY THE PARTIES HERETO INTENDING TO BE BOUND THEREBY.
(B)
ANY PARTY TO THIS AGREEMENT MAY WAIVE ANY
RIGHT, BREACH OR DEFAULT WHICH SUCH PARTY HAS THE RIGHT TO WAIVE; PROVIDED THAT
SUCH WAIVER WILL NOT BE EFFECTIVE AGAINST THE WAIVING PARTY UNLESS IT IS IN
WRITING, IS SIGNED BY SUCH PARTY, AND SPECIFICALLY REFERS TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN ADVANCE OR AFTER THE RIGHT WAIVED HAS ARISEN OR THE
BREACH OR DEFAULT WAIVED HAS OCCURRED. ANY WAIVER MAY BE CONDITIONAL. NO WAIVER
OF ANY BREACH OF ANY AGREEMENT OR PROVISION HEREIN CONTAINED SHALL BE DEEMED A
WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH THEREOF NOR OF ANY OTHER AGREEMENT
OR PROVISION HEREIN CONTAINED. NO FAILURE OR DELAY IN EXERCISING ANY RIGHT,
POWER OR PRIVILEGE HEREUNDER SHALL BE DEEMED A WAIVER OR EXTENSION OF THE TIME
FOR PERFORMANCE OF ANY OTHER OBLIGATIONS OR ACTS NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
SECTION 11.12
ASSIGNMENT. NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, DUTIES
OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED OR DELEGATED BY ANY OF THE PARTIES
HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF PLC OR EDWARDS, AS THE CASE MAY BE,
WHICH MAY BE WITHHELD IN ITS SOLE DISCRETION EXCEPT THAT EDWARDS MAY ASSIGN ALL
ITS RIGHTS AND OBLIGATIONS TO ANY SUBSIDIARY OF EDWARDS LIFESCIENCES
CORPORATION. ANY ATTEMPTED ASSIGNMENT OR DELEGATION OF RIGHTS, DUTIES OR
OBLIGATIONS HEREUNDER IN CONTRAVENTION HEREOF SHALL BE VOID AND OF NO EFFECT.
SECTION 11.13
EXHIBITS. EACH OF THE EXHIBITS REFERRED TO HEREIN AND ATTACHED
HERETO IS AN INTEGRAL PART OF THIS AGREEMENT AND IS INCORPORATED HEREIN BY
REFERENCE.
SECTION 11.14
EXPENSES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH
PARTY TO THIS AGREEMENT SHALL BEAR ITS RESPECTIVE EXPENSES INCURRED IN
CONNECTION WITH THE PREPARATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ALL FEES AND EXPENSES OF
AGENTS, REPRESENTATIONS, COUNSEL AND ACCOUNTANTS.
SECTION 11.15
NO CONSEQUENTIAL OR PUNITIVE DAMAGES. IF ANY PARTY CLAIMS ANY
BREACH OF THIS AGREEMENT BY THE OTHER PARTY OR OTHERWISE BECOMES DISSATISFIED
WITH ANY MATTER RELATING HERETO OR ARISING HEREFROM, IT SHALL HAVE NO RIGHT TO
SEEK CONSEQUENTIAL OR PUNITIVE DAMAGES AND EACH PARTY HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO SEEK SUCH PUNITIVE OR CONSEQUENTIAL DAMAGES.
16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PLC SYSTEMS INC.
By:
/s/ James G. Thomasch
Name:
James G. Thomasch
Title:
Senior Vice President and Chief Financial
Officer
PLC MEDICAL SYSTEMS, INC.
By:
/s/ James G. Thomasch
Name:
James G. Thomasch
Title:
Senior Vice President and Chief Financial
Officer
EDWARDS LIFESCIENCES LLC
By:
/s/ John H. Kehl, Jr.
Name:
John H.