RIGHT TO ASSIGN THIS AGREEMENT OR ANY OF
THEIR RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER; UNLESS SIMULTANEOUSLY
THEREWITH, THE NOTES, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST THEREON AND
ALL OTHER OBLIGATIONS THEN DUE AND OWING HEREUNDER, ARE REPAID IN CASH IN FULL.
EACH OF THE INVESTORS MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT, EXCEPT THAT AN
INVESTOR SHALL NOT ASSIGN ANY OF THEIR RIGHTS UNDER THIS AGREEMENT TO A
FOR-PROFIT COMPANY ENGAGED IN THE BUSINESS OF RESEARCHING (INCLUDING WITHOUT
LIMITATION, CONTRACT RESEARCH ORGANIZATIONS), DEVELOPING AND/OR COMMERCIALIZING
PHARMACEUTICAL OR BIOTECHNOLOGY PRODUCTS OR SERVICES THAT ARE THEN COMPETITIVE
WITH PRODUCTS OR SERVICES OF THE COMPANY OR THE PARENT; PROVIDED, HOWEVER, THAT
SUCH TRANSFER COMPLIES WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS AND
THE TRANSFEREE AGREES TO BE BOUND BY, AND ENTITLED TO THE BENEFITS OF, THIS
AGREEMENT AS AN ORIGINAL PARTY THERETO.
7.10.
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF.
7.11.
TITLES AND SUBTITLES; CROSS-REFERENCES.
THE TITLES
AND SUBTITLES USED IN THIS AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT
TO BE CONSIDERED IN CONSTRUING OR INTERPRETING THIS AGREEMENT.
ALL REFERENCES
IN THIS AGREEMENT TO ARTICLES, SECTIONS, SUBSECTIONS, EXHIBITS AND SCHEDULES,
SHALL BE TO ARTICLES, SECTIONS, SUBSECTIONS, EXHIBITS AND SCHEDULES OF THIS
AGREEMENT UNLESS OTHERWISE EXPLICITLY SPECIFIED.
ALL REFERENCES TO STATUTES AND
RELATED REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR
STATUTES AND REGULATIONS.
7.12.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES
THEREOF.
THE COMPANY AND THE INVESTORS HEREBY (A) IRREVOCABLY CONSENT AND
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR
18
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND (B) IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT ANY OF THEM
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH
IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
7.13.
NO JURY TRIAL.
EACH PARTY ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES.
ACCORDINGLY, EACH SUCH PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO OTHER PARTY HAS REPRESENTED,