ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO EACH
INVESTOR AND THAT THE REMEDY OR REMEDIES AT LAW FOR ANY SUCH BREACH WILL BE
INADEQUATE AND AGREES, IN THE EVENT OF ANY SUCH BREACH, IN ADDITION TO ALL OTHER
AVAILABLE REMEDIES, SUCH INVESTOR SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING
ANY BREACH AND REQUIRING IMMEDIATE AND SPECIFIC PERFORMANCE OF SUCH OBLIGATIONS
WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS OR THE POSTING OF ANY BOND.
6.7
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE CITY AND COUNTY OF NEW YORK
25
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY AND HEREBY IRREVOCABLY WAIVES, AND AGREES
NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION
OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH
SUIT, ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE
ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
6.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE
EXECUTED AND DELIVERED BY FACSIMILE TRANSMISSION.
6.9
HEADINGS.
THE HEADINGS USED IN THIS AGREEMENT ARE USED FOR
CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN CONSTRUING OR INTERPRETING THIS
AGREEMENT.
6.10
NOTICES.
ANY NOTICE, DEMAND OR REQUEST REQUIRED OR PERMITTED TO BE
GIVEN BY THE COMPANY OR THE INVESTOR PURSUANT TO THE TERMS OF THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED DELIVERED (I) WHEN DELIVERED PERSONALLY
OR BY VERIFIABLE FACSIMILE TRANSMISSION, UNLESS SUCH DELIVERY IS MADE ON A DAY
THAT IS NOT A BUSINESS DAY, IN WHICH CASE SUCH DELIVERY WILL BE DEEMED TO BE
MADE ON THE NEXT SUCCEEDING BUSINESS DAY, (II) ON THE NEXT BUSINESS DAY AFTER
TIMELY DELIVERY TO AN OVERNIGHT COURIER AND (III) ON THE BUSINESS DAY ACTUALLY
RECEIVED IF DEPOSITED IN THE U.S. MAIL (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID), ADDRESSED AS FOLLOWS:
If to the Company:
Lipid Sciences, Inc.
7068 Koll Center Parkway
Ste 401
Pleasanton, CA 94566
Attn:
Sandra Gardiner
Tel:
(925) 249-4000
Fax:
(925) 249-4080
with a copy (which shall not constitute