BE AMENDED, ALTERED OR MODIFIED IN ANY MANNER WHATSOEVER, EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO.
NO WAIVER OF ANY BREACH OR
DEFAULT HEREUNDER SHALL BE CONSIDERED VALID UNLESS IN WRITING AND SIGNED BY THE
PARTY GIVING SUCH WAIVER, AND NO SUCH WAIVER SHALL BE DEEMED A WAIVER OF ANY
SUBSEQUENT BREACH OF THE SAME OR SIMILAR NATURE.
(F)
SEVERABILITY.
ANY TERM OR PROVISION OF
THIS AGREEMENT WHICH IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS
TO THAT JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY AND
UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS
AND PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
IF ANY PROVISION OF
THIS AGREEMENT IS SO BROAD AS TO BE UNENFORCEABLE, THE PROVISION SHALL BE
INTERPRETED TO BE ONLY SO BROAD AS IS ENFORCEABLE.
(G)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
(H)
JURISDICTION AND VENUE.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE COURTS
OF THE COURT OF CHANCERY OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA LOCATED IN THE STATE OF DELAWARE AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF THE STOCKHOLDER AND ONCOGENEX HEREBY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF AND VENUE IN THE AFORESAID COURTS, NOTWITHSTANDING ANY OBJECTIONS IT MAY
OTHERWISE HAVE.
EACH OF THE STOCKHOLDER AND ONCOGENEX IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE DELIVERY OF NOTICE AS PROVIDED IN
SECTION 9(L) BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH
DELIVERY.
(I)
WAIVER OF TRIAL BY JURY.
EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER
VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9(I).
(J)
ATTORNEY'S FEES.
THE PREVAILING PARTY
IN ANY LITIGATION, ARBITRATION, MEDIATION, BANKRUPTCY, INSOLVENCY OR OTHER
PROCEEDING ("PROCEEDING") RELATING TO THE ENFORCEMENT OR INTERPRETATION OF THIS
AGREEMENT MAY RECOVER FROM THE UNSUCCESSFUL PARTY ALL