have the right to assign its rights
hereunder or any interest herein without the prior written consent of Bank,
which may be granted or withheld in Bank's sole discretion.
Any such purported
assignment by Guarantor without Bank's written consent shall be void.
This
Guaranty shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts without regard to principles thereof regarding
conflict of laws.
Section 14.PERSONAL Jurisdiction.
GUARANTOR HEREBY IRREVOCABLY AGREES THAT ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OF THE
AGREEMENTS, DOCUMENTS OR INSTRUMENTS DELIVERED IN CONNECTION HEREWITH MAY BE
BROUGHT IN THE STATE AND FEDERAL COURTS LOCATED IN THE COMMONWEALTH OF
MASSACHUSETTS AS BANK MAY ELECT (PROVIDED THAT GUARANTOR ACKNOWLEDGES THAT ANY
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE
COMMONWEALTH OF MASSACHUSETTS), AND, BY EXECUTION AND DELIVERY HEREOF, GUARANTOR
ACCEPTS AND CONSENTS TO, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS
WAIVED BY BANK IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY
GUARANTOR AGAINST BANK.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF BANK TO BRING
PROCEEDINGS AGAINST GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION, GUARANTOR
HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, ANY RIGHT TO STAY OR TO
DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF
FORUM NON CONVENIENS.
Section 15.Waiver Of Jury Trial.
EACH OF BANK AND GUARANTOR HEREBY WAIVES, TO
THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS GUARANTY.
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND ANY RELATED
INSTRUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS Section 15.
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GUARANTOR
AKEBIA THERAPEUTICS, INC.
By: /s/ Jason A. Amello
Name: Jason A. Amello
Title: Senior Vice President, Chief Financial Officer and Treasurer
[Signature Page to Unconditional Guaranty]
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