EXERCISE.
11.
GOVERNING LAW; FORUM SELECTION.
THE TERMS OF THIS LETTER
AGREEMENT, AND ANY ACTION ARISING HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE
(WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
COMMONWEALTH OF PENNSYLVANIA.
12.
WAIVER.
THIS LETTER AGREEMENT MAY NOT BE RELEASED, CHANGED OR
MODIFIED IN ANY MANNER, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY YOU AND THE
COMPANY.
THE FAILURE OF EITHER PARTY TO ENFORCE ANY OF THE PROVISIONS OF THIS
LETTER AGREEMENT SHALL IN NO WAY BE CONSTRUED TO BE A WAIVER OF ANY SUCH
PROVISION.
NO WAIVER OF ANY BREACH OF THIS LETTER AGREEMENT SHALL BE HELD TO BE
A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
13.
SURVIVAL.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE PROVISIONS OF PARAGRAPH 9, 10, 11, 13, 15 AND 16 SHALL SURVIVE
TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES.
14.
ENTIRE AGREEMENT; NO CONFLICTS.
THIS LETTER AGREEMENT
SUPERSEDES ALL PREVIOUS AND CONTEMPORANEOUS COMMUNICATIONS, AGREEMENTS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN,
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BETWEEN YOU, ON THE ONE HAND, AND THE COMPANY OR ANY OF ITS
AFFILIATES, ON THE OTHER HAND, AND CONSTITUTES THE SOLE AND ENTIRE AGREEMENT
BETWEEN YOU AND THE COMPANY PERTAINING TO THE TERMS AND CONDITIONS OF YOUR
EMPLOYMENT.
THIS LETTER AGREEMENT EXPRESSLY SUPERSEDES YOUR OFFER OF EMPLOYMENT
DATED OCTOBER 19, 2006.
15.
COUNTERPARTS.
THIS LETTER AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT,
AND SHALL BECOME A BINDING AGREEMENT WHEN ONE OR MORE COUNTERPARTS HAVE BEEN
SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY.
Please indicate your acceptance of our offer of employment on the terms and
conditions outlined above by signing and returning to us one copy of this
letter.
This offer expires on January 21, 2011 unless signed and written
acceptance is received by PolyMedix by the close of business on that day.
Sincerely yours,
/s/ Nicholas Landekic
Nicholas Landekic
President & C.E.O.
AGREED TO AND ACCEPTED BY:
/s/ Ronald Eric McAllister
Date: January 19, 2011
Ronald Eric McAllister
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