HERETO
SHALL EXECUTE AND DELIVER ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
ALL SUCH OTHER ACTIONS AS MAY REASONABLY BE REQUIRED TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY AND TO EVIDENCE THE FULFILLMENT OF THE
AGREEMENTS HEREIN CONTAINED.
(J)
ENTIRE AGREEMENT.
THIS AGREEMENT AND
THE PURCHASE AGREEMENT (AND THE EXHIBITS AND SCHEDULES ANNEXED THERETO) ARE
INTENDED BY THE PARTIES HERETO AS A FINAL EXPRESSION OF THEIR AGREEMENT AND
INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED
HEREIN AND THEREIN.
THIS AGREEMENT AND THE PURCHASE AGREEMENT SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
(K)
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO THE CHOICE
OF LAW PRINCIPLES THEREOF.
EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN BOSTON, MASSACHUSETTS FOR
THE PURPOSE OF ANY SUIT, ACTION,
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PROCEEDING OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
SERVICE OF PROCESS IN CONNECTION WITH ANY
SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON EACH PARTY HERETO ANYWHERE IN
THE WORLD BY THE SAME METHODS AS ARE SPECIFIED FOR THE GIVING OF NOTICES UNDER
THIS AGREEMENT.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND TO THE
LAYING OF VENUE IN SUCH COURT.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH COURTS AND IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement or caused their
duly authorized officers to execute this Agreement as of the date first above
written.
The Company:
PHOTOGEN TECHNOLOGIES, INC.
By:
Name:
Title:
The Purchaser:
Name:
Signature:
Title:
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