422 OF THE CODE AND THE
RULES AND REGULATIONS THEREUNDER ARE COMPLEX, AND NEITHER THE PLAN NOR THIS
AGREEMENT PURPORTS TO SUMMARIZE OR OTHERWISE SET FORTH ALL OF THE CONDITIONS
THAT NEED TO BE SATISFIED IN ORDER FOR THIS OPTION TO QUALIFY AS AN INCENTIVE
STOCK OPTION.
IN ADDITION, THIS OPTION MAY CONTAIN TERMS AND CONDITIONS THAT
ALLOW FOR EXERCISE OF THIS OPTION BEYOND THE PERIODS PERMITTED BY SECTION 422 OF
THE CODE, INCLUDING, WITHOUT LIMITATION, THE PERIODS DESCRIBED IN SECTION 9.2 OF
THIS AGREEMENT.
ACCORDINGLY, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY
REGARDING WHETHER THE EXERCISE OF THIS OPTION WILL QUALIFY AS THE EXERCISE OF AN
INCENTIVE STOCK OPTION, AND THE COMPANY RECOMMENDS THAT THE OPTIONEE CONSULT
WITH THE OPTIONEE'S OWN ADVISORS BEFORE MAKING ANY DETERMINATION REGARDING THE
EXERCISE OF THIS OPTION OR THE SALE OF THE OPTION SHARES.
10.
MISCELLANEOUS.
10.1
BINDING EFFECT.
THIS AGREEMENT WILL BE BINDING UPON THE HEIRS,
EXECUTORS, ADMINISTRATORS AND SUCCESSORS OF THE PARTIES TO THIS AGREEMENT.
10.2
GOVERNING LAW.
THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE PLAN AND GOVERNED BY THE
LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS.
ANY LEGAL PROCEEDING RELATED TO THIS AGREEMENT WILL BE BROUGHT IN AN APPROPRIATE
ILLINOIS COURT, AND THE PARTIES TO THIS AGREEMENT CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE COURT FOR THIS PURPOSE.
10.3
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE PLAN SET FORTH THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES TO THIS AGREEMENT WITH RESPECT TO THE
GRANT AND EXERCISE OF THIS OPTION AND THE ADMINISTRATION OF THE PLAN AND
SUPERSEDE ALL PRIOR AGREEMENTS, ARRANGEMENTS, PLANS AND UNDERSTANDINGS RELATING
TO THE GRANT AND EXERCISE OF THIS OPTION AND THE ADMINISTRATION OF THE PLAN.
10.4
AMENDMENT AND WAIVER.
OTHER THAN AS PROVIDED IN THE PLAN, THIS
AGREEMENT MAY BE AMENDED, WAIVED, MODIFIED OR CANCELED ONLY BY A WRITTEN
INSTRUMENT EXECUTED BY THE PARTIES TO THIS AGREEMENT OR, IN THE CASE OF A
WAIVER, BY THE PARTY WAIVING COMPLIANCE.
10.5
CONSTRUCTION.
WHEREVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED SO THAT IT IS VALID UNDER THE APPLICABLE LAW.
IF ANY
PROVISION OF THIS AGREEMENT IS TO ANY EXTENT INVALID UNDER THE APPLICABLE LAW,
THAT PROVISION WILL STILL BE EFFECTIVE TO THE EXTENT IT REMAINS VALID.
THE
REMAINDER OF THIS AGREEMENT ALSO WILL CONTINUE TO BE VALID, AND THE ENTIRE
AGREEMENT WILL CONTINUE TO BE VALID IN OTHER JURISDICTIONS.
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10.6
COUNTERPARTS.
FOR CONVENIENCE OF THE PARTIES HERETO, THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH SUCH COUNTERPART
TO BE DEEMED AN ORIGINAL INSTRUMENT, AND ALL SUCH COUNTERPARTS TOGETHER TO
CONSTITUTE THE SAME AGREEMENT.
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The parties to this Agreement have executed this Agreement effective the day and
year first above written.
BIOSANTE PHARMACEUTICALS, INC.
By
Its
By execution of this Agreement,
OPTIONEE
the Optionee acknowledges having received a copy of the Plan.
(Signature)
(Name and Address)
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