GIVEN (I) IF DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO WHOM SAID
NOTICE OR OTHER COMMUNICATION SHALL HAVE BEEN DIRECTED, OR (II) MAILED BY
CERTIFIED OR REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD (3RD) BUSINESS
DAY AFTER THE DATE ON WHICH IT IS SO MAILED:
(A)
IF TO INDEMNITEE, AT THE ADDRESS INDICATED ON THE SIGNATURE
PAGE OF THIS AGREEMENT, OR SUCH OTHER ADDRESS AS INDEMNITEE SHALL PROVIDE IN
WRITING TO THE COMPANY.
(B)
IF TO THE COMPANY, TO:
Conceptus, Inc.
331 East Evelyn Avenue
Mountain View, California 94041
or to any other address as may have been furnished to Indemnitee in writing by
the Company.
23.
APPLICABLE LAW AND CONSENT TO JURISDICTION. THIS AGREEMENT AND THE
LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ITS CONFLICT OF LAWS RULES. EXCEPT WITH RESPECT TO ANY ARBITRATION COMMENCED
BY INDEMNITEE PURSUANT TO SECTION 14(A) OF THIS AGREEMENT, THE COMPANY AND
INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) AGREE THAT ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE DELAWARE COURT AND NOT IN ANY OTHER STATE OR FEDERAL COURT IN THE
UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY; (B) CONSENT TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT FOR PURPOSES OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT;
(C) APPOINT IRREVOCABLY, TO THE EXTENT SUCH PARTY IS NOT A RESIDENT OF THE STATE
OF DELAWARE, RL&F SERVICE CORP., ONE RODNEY SQUARE, 10TH FLOOR, 10TH AND KING
STREETS, WILMINGTON, DELAWARE 19801 AS ITS AGENT IN THE STATE OF DELAWARE AS
SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL PROCESS IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING AGAINST SUCH PARTY WITH THE SAME LEGAL FORCE AND VALIDITY
AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE; (D) WAIVE
ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE
DELAWARE COURT; AND (E) WAIVE, AND AGREE NOT TO PLEAD OR TO MAKE, ANY CLAIM THAT
ANY SUCH ACTION OR PROCEEDING BROUGHT IN THE DELAWARE COURT HAS BEEN BROUGHT IN
AN IMPROPER OR INCONVENIENT FORUM, OR IS SUBJECT (IN WHOLE OR IN PART) TO A JURY
TRIAL.
24.
IDENTICAL COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL FOR ALL PURPOSES BE DEEMED TO BE AN
ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
ONLY ONE SUCH COUNTERPART SIGNED BY THE PARTY AGAINST WHOM ENFORCEABILITY IS
SOUGHT NEEDS TO BE PRODUCED TO EVIDENCE THE EXISTENCE OF THIS AGREEMENT.
25.
MISCELLANEOUS. USE OF THE MASCULINE PRONOUN SHALL BE DEEMED TO
INCLUDE USAGE OF THE FEMININE PRONOUN WHERE APPROPRIATE. THE HEADINGS OF THE
PARAGRAPHS OF THIS AGREEMENT
17
ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE PART OF
THIS AGREEMENT