TO, AND GOVERNED BY,
THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1 ET SEQ., AND ANY ACTION PURSUANT TO
SUCH ACT TO ENFORCE ANY RIGHTS HEREUNDER SHALL BE BROUGHT EXCLUSIVELY IN THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
NEW JERSEY.
THE PARTIES
CONSENT TO THE JURISDICTION OF (AND THE LAYING OF VENUE IN) SUCH COURT.
13.
WAIVER.
THE WAIVER BY EITHER PARTY OF ANY BREACH OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH BY THE OTHER PARTY OF ANY PROVISION OF THE AGREEMENT.
14.
SEVERABILITY.
IN THE EVENT THAT ANY SECTION, PARAGRAPH OR TERM OF
THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE BY ANY
COMPETENT AUTHORITY OR TRIBUNAL FOR ANY REASON, THE REMAINDER OF THIS AGREEMENT
SHALL BE UNAFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT, AND ANY
SUCH SECTION, PARAGRAPH, OR TERM SHALL BE DEEMED MODIFIED TO THE EXTENT TO MAKE
IT ENFORCEABLE.
15.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE TO
THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY, AND THE HEIRS,
EXECUTORS OR PERSONAL REPRESENTATIVES OF DR. BROWNE.
THIS AGREEMENT MAY NOT BE
ASSIGNED BY DR. BROWNE.
THIS AGREEMENT MAY BE ASSIGNED TO ANY SUCCESSOR IN
INTEREST TO THE COMPANY AND DR. BROWNE HEREBY CONSENTS TO SUCH ASSIGNMENT.
16.
WARRANTIES AND REPRESENTATIONS.
DR. BROWNE HEREBY WARRANTS AND
REPRESENTS TO THE COMPANY THAT HE IS NOT A PARTY TO ANY OTHER AGREEMENT OR
UNDERSTANDING WITH ANY OTHER PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION ANY
AGREEMENTS CONTAINING RESTRICTIVE COVENANTS GOVERNING POST-EMPLOYMENT
COMPETITION, SOLICITATION, THE DISCLOSURE OF CONFIDENTIAL INFORMATION, AND
INTELLECTUAL PROPERTY RIGHTS, AND THE LIKE) THAT WOULD, DIRECTLY OR INDIRECTLY,
PREVENT HIM IN ANY WAY FROM LAWFULLY ENTERING INTO THIS AGREEMENT, PERFORMING
ANY OF THE DUTIES REQUIRED HEREUNDER (OR THAT MIGHT BE ASSIGNED TO HIM IN THE
FUTURE HEREUNDER), OR FULLY COMPLYING WITH AND HONORING EACH AND EVERY TERM,
COVENANT, AND PROMISE CONTAINED IN THIS AGREEMENT.
17.
LAWFUL EMPLOYMENT IN UNITED STATES.
THIS AGREEMENT IS CONTINGENT
UPON DR. BROWNE'S ABILITY TO BE LAWFULLY EMPLOYED IN THE UNITED STATES
INDEFINITELY, WITHOUT EMPLOYER
9
SPONSORSHIP.
CUSTOMARY DOCUMENTATION ESTABLISHING WORK ELIGIBILITY WILL BE
REQUIRED IN ACCORDANCE WITH APPLICABLE LAW.
18.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT, INCLUDING THE
RECITALS (WHICH ARE A PART HEREOF), TOGETHER WITH THE APPLICABLE BYLAWS AND
POLICIES OF THE COMPANY, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO AND THERE ARE NO OTHER UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS,
EXPRESSED OR IMPLIED.
THIS AGREEMENT MAY AMENDED ONLY IN WRITING SIGNED BY BOTH
PARTIES.
19.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.
20.
GENERAL RELEASE.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, NO PAYMENTS SHALL BE MADE OR BENEFITS PROVIDED BY THE COMPANY
UNDER SECTION 4 ABOVE PRIOR TO THE EXECUTION BY DR. BROWNE AT THE TIME OF
TERMINATION OF A GENERAL RELEASE IN FAVOR OF THE COMPANY AND ITS AFFILIATES, AND
ITS AND