PERSON OTHER THAN THE PARTIES HERETO (AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS) OR THERETO (AND THEIR RESPECTIVE SUCCESSOR
AND ASSIGNS) ANY RIGHTS OR REMEDIES HEREUNDER.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
VIRGINIA, WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE LAWS OF
THE STATE OF DELAWARE MANDATORILY APPLY.
7
(G)
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE ASSIGNED,
IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE, BY PARENT WITHOUT THE
PRIOR WRITTEN CONSENT OF ARTAL OR BY ARTAL WITHOUT THE PRIOR WRITTEN CONSENT OF
PARENT OR BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF PARENT OR ARTAL.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT WILL BE BINDING UPON, INURE
TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
(H)
JURISDICTION.
THE PARTIES TO THIS AGREEMENT
(A) IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR, IF FEDERAL COURT
JURISDICTION IS NOT AVAILABLE, TO THE STATE COURTS IN VIRGINIA AND (B) WAIVE ANY
CLAIM OF IMPROPER VENUE OR ANY CLAIM THAT SUCH COURT IS AN INCONVENIENT FORUM.
THE PARTIES TO THIS AGREEMENT AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN
SECTION 9.7 OF THE MERGER AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED
BY APPLICABLE LAWS, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.
(I)
WAIVER OF JURY TRIAL.
EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY
TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 10(I).
(J)
SPECIFIC PERFORMANCE.
THE PARTIES TO
THIS AGREEMENT AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY
OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE
PARTIES TO THIS AGREEMENT SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO
PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS OF THIS AGREEMENT IN