TO ANY PERSON WHO SUCCEEDS TO ALL OR A SUBSTANTIAL
PORTION OF PROUROCARE'S BUSINESS TO WHICH THIS AGREEMENT RELATES.
ANY ATTEMPTED
ASSIGNMENT OF THIS AGREEMENT IN VIOLATION OF THIS SECTION 7.2 SHALL BE NULL AND
VOID.
7.3
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE DEVELOPMENT AND
COMMERCIALIZATION AGREEMENT, AND THE AGREEMENTS CONTEMPLATED HEREIN AND THEREIN
CONSTITUTE THE ENTIRE AGREEMENTS OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER OF SUCH AGREEMENTS AND SUPERSEDE ALL PREVIOUS
12
PROPOSALS OR AGREEMENTS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS OR
DISCUSSIONS HERETOFORE HAD BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER OF
SUCH AGREEMENTS.
7.4
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
JERSEY, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.
THE PARTIES
HEREBY AGREE TO SUBMIT ALL DISPUTES ARISING HEREUNDER TO THE FEDERAL DISTRICT
COURT FOR NEW JERSEY WHERE ARTANN IS A RESIDENT.
7.5
AMENDMENT, WAIVER, DISCHARGE, ETC.
THIS AGREEMENT MAY NOT BE
AMENDED, RELEASED, DISCHARGED, ABANDONED, CHANGED OR MODIFIED IN ANY MANNER,
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF THE PARTIES TO
THIS AGREEMENT BY THEIR DULY AUTHORIZED REPRESENTATIVES.
THE FAILURE OF EITHER
PARTY TO ENFORCE AT ANY TIME ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL IN NO
WAY BE CONSTRUED TO BE A WAIVER OF ANY SUCH PROVISION, NOR IN ANY WAY TO AFFECT
THE VALIDITY OF THIS AGREEMENT OR ANY PART OF IT OR THE RIGHT OF EITHER PARTY
AFTER ANY SUCH FAILURE TO ENFORCE EACH AND EVERY SUCH PROVISION.
NO WAIVER OF
ANY BREACH OF THIS AGREEMENT SHALL BE HELD TO BE A WAIVER OF ANY OTHER OR
SUBSEQUENT BREACH.
7.6
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT, AND SHALL BECOME A BINDING AGREEMENT WHEN ONE OR MORE COUNTERPARTS
HAVE BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY.
7.7
TITLES AND HEADINGS; CONSTRUCTION.
THE TITLES AND HEADINGS TO
SECTIONS HEREIN ARE INSERTED FOR THE CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO BE A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO ANY PRESUMPTION
OR OTHER RULE REQUIRING CONSTRUCTION HEREOF AGAINST THE PARTY CAUSING THIS
AGREEMENT TO BE DRAFTED.
7.8
BENEFIT.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS
INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT OR
THEIR RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS, ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.
7.9
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS TO A PARTY REQUIRED
OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY OR
BY FACSIMILE (RECEIPT CONFIRMED) TO SUCH PARTY (OR, IN THE CASE OF AN ENTITY, TO
AN EXECUTIVE OFFICER OF SUCH PARTY) OR SHALL BE GIVEN BY CERTIFIED MAIL, POSTAGE
PREPAID WITH RETURN RECEIPT REQUESTED, ADDRESSED AS FOLLOWS: