AND ANY ACTION PURSUANT TO
SUCH ACT TO ENFORCE ANY RIGHTS HEREUNDER SHALL BE BROUGHT EXCLUSIVELY IN THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY.
THE PARTIES
CONSENT TO THE JURISDICTION OF (AND THE LAYING OF VENUE IN) SUCH COURT.
14.
WAIVER.
THE WAIVER BY EITHER PARTY OF ANY
BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A
WAIVER OF ANY SUBSEQUENT BREACH BY THE OTHER PARTY OF ANY PROVISION OF THE
AGREEMENT.
15.
SEVERABILITY.
IN THE EVENT THAT ANY
SECTION, PARAGRAPH OR TERM OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID
OR UNENFORCEABLE BY ANY COMPETENT AUTHORITY OR TRIBUNAL FOR ANY REASON, THE
REMAINDER OF THIS AGREEMENT SHALL BE UNAFFECTED THEREBY AND SHALL REMAIN IN FULL
FORCE AND EFFECT, AND ANY SUCH SECTION, PARAGRAPH, OR TERM SHALL BE DEEMED
MODIFIED TO THE EXTENT TO MAKE IT ENFORCEABLE.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BIND AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE
COMPANY, AND THE HEIRS, EXECUTORS OR PERSONAL REPRESENTATIVES OF DR. BROWNE.
THIS AGREEMENT MAY NOT BE ASSIGNED BY DR. BROWNE.
THIS AGREEMENT MAY BE
ASSIGNED TO ANY SUCCESSOR IN INTEREST TO THE COMPANY AND DR. BROWNE HEREBY
CONSENTS TO SUCH ASSIGNMENT.
17.
WARRANTIES AND REPRESENTATIONS.
DR. BROWNE
HEREBY WARRANTS AND REPRESENTS TO THE COMPANY THAT HE IS NOT A PARTY TO ANY
OTHER AGREEMENT OR UNDERSTANDING WITH ANY OTHER PERSON OR ENTITY (INCLUDING
WITHOUT LIMITATION ANY AGREEMENTS CONTAINING RESTRICTIVE COVENANTS GOVERNING
POST-EMPLOYMENT COMPETITION, SOLICITATION, THE DISCLOSURE OF CONFIDENTIAL
INFORMATION, AND INTELLECTUAL PROPERTY RIGHTS, AND THE LIKE) THAT WOULD,
DIRECTLY OR INDIRECTLY, PREVENT HIM IN ANY WAY FROM LAWFULLY ENTERING INTO THIS
AGREEMENT, PERFORMING ANY OF THE DUTIES REQUIRED HEREUNDER (OR THAT MIGHT BE
ASSIGNED TO HIM IN THE FUTURE HEREUNDER), OR FULLY COMPLYING WITH AND HONORING
EACH AND EVERY TERM, COVENANT, AND PROMISE CONTAINED IN THIS AGREEMENT.
18.
LAWFUL EMPLOYMENT IN UNITED STATES.
THIS
AGREEMENT IS CONTINGENT UPON DR. BROWNE'S ABILITY TO BE LAWFULLY EMPLOYED IN THE
UNITED STATES INDEFINITELY, WITHOUT EMPLOYER SPONSORSHIP.
CUSTOMARY
DOCUMENTATION ESTABLISHING WORK ELIGIBILITY WILL BE REQUIRED IN ACCORDANCE WITH
APPLICABLE LAW.
19.
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT, INCLUDING THE RECITALS (WHICH ARE A PART HEREOF), TOGETHER WITH THE
APPLICABLE BYLAWS AND POLICIES OF THE COMPANY, CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO AND THERE ARE NO OTHER UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS, EXPRESSED OR IMPLIED.
THIS AGREEMENT MAY AMENDED ONLY IN
WRITING SIGNED BY BOTH PARTIES.
20.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
JERSEY.
21.
General Release.
Notwithstanding anything
in this Agreement to the contrary, no payments shall be made or benefits
provided by the Company under Section 4 prior to the execution by Dr. Browne at
the time of termination of a general release in favor of the Company and its
affiliates, and its and their respective officers, employees and directors.
A
form of general release is attached hereto as Exhibit