copy (which shall not constitute notice) to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY
10006
Attention: Jeffrey J. Fessler
Telecopier:
(212) 930-9725
(D)
ANY DISPUTE OR CONTROVERSY UNDER THIS AGREEMENT SHALL BE SETTLED
EXCLUSIVELY BY ARBITRATION IN THE CITY OF NEW YORK, COUNTY OF NEW YORK IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT.
JUDGMENT MAY BE ENTERED ON THE ARBITRATION AWARD IN ANY COURT HAVING
JURISDICTION.
(E)
THE PARTIES AGREE (I) TO FURNISH UPON REQUEST TO EACH OTHER SUCH
FURTHER INFORMATION, (II) TO EXECUTE AND DELIVER TO EACH OTHER SUCH OTHER
DOCUMENTS, AND (III) TO DO SUCH OTHER ACTS AND THINGS, ALL AS ANY OTHER PARTY
MAY REASONABLY REQUEST FOR THE PURPOSE OF CARRYING OUT THE INTENT OF THIS
AGREEMENT.
(F)
THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE
PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND CONSTITUTES A COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS OF THE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO ITS SUBJECT MATTER.
THIS AGREEMENT MAY NOT BE AMENDED EXCEPT BY A
WRITTEN AGREEMENT EXECUTED BY THE PARTY AGAINST WHOM THE ENFORCEMENT OF SUCH
AMENDMENT IS SOUGHT.
(G)
NO PARTY MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT
THE PRIOR CONSENT OF THE OTHER PARTIES.
SUBJECT TO THE PRECEDING SENTENCE, THIS
AGREEMENT WILL APPLY TO, BE BINDING IN ALL RESPECTS UPON, AND INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS
OF THE PARTIES.
THIS AGREEMENT AND ALL OF ITS PROVISIONS AND CONDITIONS ARE FOR
THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR
SUCCESSORS AND ASSIGNS.
(H)
IF ANY PROVISION OF THIS AGREEMENT IS HELD INVALID OR
UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE OTHER PROVISIONS OF
THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
ANY PROVISION OF THIS
AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN PART OR DEGREE WILL REMAIN IN
FULL FORCE AND EFFECT TO THE EXTENT NOT HELD INVALID OR UNENFORCEABLE.
(I)
THE HEADINGS OF SECTIONS IN THIS AGREEMENT ARE PROVIDED FOR
CONVENIENCE ONLY AND WILL NOT AFFECT ITS CONSTRUCTION OR INTERPRETATION.
ALL
REFERENCES TO "SECTION" OR "SECTIONS" REFER TO THE CORRESPONDING SECTION OR
SECTIONS OF THIS AGREEMENT.
ALL WORDS USED IN THIS AGREEMENT WILL BE CONSTRUED
TO BE OF SUCH GENDER OR NUMBER AS THE CIRCUMSTANCES REQUIRE.
UNLESS OTHERWISE
EXPRESSLY PROVIDED, THE WORD "INCLUDING" DOES NOT LIMIT THE PRECEDING WORDS OR
TERMS.
(J)
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
(K)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH WILL BE DEEMED TO BE AN ORIGINAL COPY OF THIS AGREEMENT AND ALL OF
WHICH, WHEN TAKEN TOGETHER, WILL BE DEEMED TO CONSTITUTE ONE AND THE SAME
AGREEMENT.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above.
"Callisto"
CALLISTO PHARMACEUTICALS,