A DIRECTOR OR
OFFICER OF SONUS.
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7.
TERMINATION.
IF THE ARRANGEMENT IS
CONSUMMATED, THE OBLIGATIONS OF THE STOCKHOLDER HEREUNDER SHALL TERMINATE UPON
THE CONSUMMATION OF THE ARRANGEMENT.
IF THE ARRANGEMENT IS NOT CONSUMMATED, THE
OBLIGATIONS OF THE STOCKHOLDER HEREUNDER SHALL TERMINATE UPON THE TERMINATION OF
THE ARRANGEMENT AGREEMENT IN ACCORDANCE WITH ITS TERMS.
THE "TERMINATION DATE"
FOR ANY PARTICULAR PROVISION HEREUNDER SHALL BE THE DATE OF TERMINATION OF THE
STOCKHOLDER'S OBLIGATIONS UNDER SUCH PROVISION.
8.
SPECIFIC PERFORMANCE.
THE STOCKHOLDER
ACKNOWLEDGES THAT IT WOULD BE IMPOSSIBLE TO DETERMINE THE AMOUNT OF DAMAGES THAT
WOULD RESULT FROM ANY BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND
THAT THE REMEDY AT LAW FOR ANY BREACH, OR THREATENED BREACH, WOULD LIKELY BE
INADEQUATE AND, ACCORDINGLY, AGREES THAT ONCOGENEX SHALL, IN ADDITION TO ANY
OTHER RIGHTS OR REMEDIES WHICH IT MAY HAVE AT LAW OR IN EQUITY, BE ENTITLED TO
SEEK SUCH EQUITABLE AND INJUNCTIVE RELIEF AS MAY BE AVAILABLE FROM ANY COURT OF
COMPETENT JURISDICTION TO RESTRAIN THE STOCKHOLDER FROM VIOLATING ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
IN CONNECTION WITH ANY ACTION OR PROCEEDING
FOR SUCH EQUITABLE OR INJUNCTIVE RELIEF, THE STOCKHOLDER HEREBY WAIVES ANY CLAIM
OR DEFENSE THAT A REMEDY AT LAW ALONE IS ADEQUATE AND AGREES, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, TO HAVE THE OBLIGATIONS OF THE STOCKHOLDER UNDER THIS
AGREEMENT SPECIFICALLY ENFORCED AGAINST HIM OR HER, WITHOUT THE NECESSITY OF
POSTING BOND OR OTHER SECURITY, AND CONSENTS TO THE ENTRY OF EQUITABLE OR
INJUNCTIVE RELIEF AGAINST THE STOCKHOLDER ENJOINING OR RESTRAINING ANY BREACH OR
THREATENED BREACH OF THIS AGREEMENT.
9.
MISCELLANEOUS.
(A)
DEFINITIONAL MATTERS.
(I)
FOR PURPOSES OF THIS AGREEMENT,
"BENEFICIAL OWNERSHIP" SHALL BE DETERMINED IN ACCORDANCE WITH RULE 13D-3 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(II)
THE SECTION AND PARAGRAPH CAPTIONS HEREIN
ARE FOR CONVENIENCE OF REFERENCE ONLY, DO NOT CONSTITUTE PART OF THIS AGREEMENT
AND SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE AFFECT ANY OF THE PROVISIONS
HEREOF.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH REFERENCE TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS,
UNDERSTANDINGS, REPRESENTATIONS AND WARRANTIES, BOTH WRITTEN AND ORAL, BETWEEN
THE PARTIES OR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
(C)
PARTIES IN INTEREST.
THIS AGREEMENT SHALL
BE BINDING UPON AND INURE SOLELY TO THE BENEFIT OF EACH PARTY HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, ESTATE, HEIRS, EXECUTORS, ADMINISTRATORS AND
OTHER LEGAL REPRESENTATIVES, AS THE CASE MAY BE. NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON, OTHER THAN
PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, ESTATE, HEIRS,
EXECUTORS, ADMINISTRATORS AND OTHER LEGAL REPRESENTATIVES, AS THE CASE MAY BE,
ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS
AGREEMENT.
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(D)
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY LAW OR OTHERWISE WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
(E)
MODIFICATIONS; WAIVERS.
THIS AGREEMENT
SHALL NOT