No remedy made available by any of the provisions of
this Agreement is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity.
(l)
Governing Law; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING
PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF
MASSACHUSETTS TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW
OF THE STATE OF MASSACHUSETTS WILL CONTROL THE INTERPRETATION AND CONSTRUCTION
OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION'S CHOICE OF LAW OR CONFLICT
OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY
APPLY. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
(m)
Consent to Jurisdiction. EACH PARTY HERETO AGREES AND CONSENTS TO THE
EXCLUSIVE JURISDICTION OF ANY COURT SITTING IN THE CITY OF BOSTON, MASSACHUSETTS
AND ANY UNITED STATES DISTRICT COURT IN THE CITY OF BOSTON, MASSACHUSETTS, AND
ANY APPLICABLE APPELLATE COURTS, WITH RESPECT TO ALL MATTERS RELATING TO THIS
AGREEMENT AND TO THE TRANSACTIONS CONTEMPLATED HEREBY, WAIVES ALL OBJECTIONS
BASED ON LACK OF VENUE AND FORUM NON CONVENIENS, AND IRREVOCABLY CONSENTS TO THE
PERSONAL JURISDICTION OF ALL SUCH COURTS.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
RXI PHARMACEUTICALS CORPORATION
/s/ Geert Cauwenbergh
Name:
Geert Cauwenbergh Title:
Chief Executive Officer MIRIMMUNE INC.
/s/ Alexey Eliseev
Name:
Alexey Eliseev Title:
CEO SHAREHOLDER
/s/ Alexey Eliseev
Name:
Alexey Eliseev Address:
24 Cummings Road
Boston, MA 02135