THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION
APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING
ANY BOND OR OTHER SECURITY) FOR SPECIFIC PERFORMANCE AND FOR OTHER INJUNCTIVE
RELIEF IN ORDER TO ENFORCE OR PREVENT VIOLATION OF THE PROVISIONS OF THIS
AGREEMENT.
(C)
AMENDMENTS AND WAIVERS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND HOLDERS OF AT LEAST 50% OF THE REGISTRABLE
SECURITIES AND, IF AT SUCH TIME BIOVAIL (TAKEN TOGETHER WITH ITS SUBSIDIARIES)
HOLDS AT
-16-
LEAST 25% OF THE ORIGINAL REGISTRABLE SECURITIES, BIOVAIL; PROVIDED, THAT
WITHOUT THE PRIOR WRITTEN CONSENT OF ALL THE HOLDERS, NO SUCH AMENDMENT OR
WAIVER SHALL REDUCE THE FOREGOING PERCENTAGE REQUIRED TO AMEND OR WAIVE ANY
PROVISION OF THIS AGREEMENT.
(D)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT AND ALL OF THE PROVISIONS
HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT MAY BE TRANSFERRED
BY BIOVAIL TO ANY OF ITS AFFILIATES.
IN ADDITION, WHETHER OR NOT ANY EXPRESS
ASSIGNMENT HAS BEEN MADE, THE PROVISIONS OF THIS AGREEMENT WHICH ARE FOR THE
BENEFIT OF HOLDERS ARE ALSO FOR THE BENEFIT OF, AND ENFORCEABLE BY, ANY
PERMITTED TRANSFEREE OF SECURITIES OR REGISTRABLE SECURITIES, IN ACCORDANCE WITH
SECTION 10 HEREOF.
(E)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE
LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL NOT BE IN ANY WAY AFFECTED OR IMPAIRED THEREBY.
(F)
COUNTERPARTS AND FACSIMILE.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART HEREOF SHALL BE DEEMED TO
BE AN ORIGINAL INSTRUMENT, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE
ONE AGREEMENT.
THIS AGREEMENT MAY BE SIGNED AND DELIVERED TO THE OTHER PARTY BY
FACSIMILE TRANSMISSION; SUCH TRANSMISSION SHALL BE DEEMED A VALID SIGNATURE.
(G)
DESCRIPTIVE HEADINGS.
THE SECTION AND PARAGRAPH HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT
IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
(H)
GOVERNING LAW; DISPUTES.
ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.
ANY DISPUTE UNDER
THIS AGREEMENT THAT IS NOT SETTLED BY MUTUAL CONSENT SHALL BE FINALLY
ADJUDICATED BY ANY FEDERAL OR STATE COURT SITTING IN THE CITY, COUNTY AND STATE
OF NEW YORK, AND EACH PARTY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH
COURTS (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUCH DISPUTE.
-17-
(I)
NOTICES.
ALL NOTICES, DEMANDS AND REQUESTS OF ANY KIND