the indemnification and
contribution provisions of Section 8 of the Engagement Letter.
11. Governing Law; Jurisdiction. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING
HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF
INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
12. Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. EACH PARTY (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A
SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II)
ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE
AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS PROVIDED HEREIN.
5
IN WITNESS WHEREOF the parties have executed this Agreement with effect from the
date specified on the first page of this Agreement.
AGREED:
DEUTSCHE BANK AG, LONDON BRANCH
By:
/s/
Andrew Yaeger
Name:
Andrew Yaeger
Title:
Managing Director
By:
/s/
Dushyant Chadha
Name:
Dushyant Chadha
Title:
Managing Director
DEUTSCHE BANK SECURITIES INC.
acting as Agent in connection with the Transactions
By:
/s/
Andrew Yaeger
Name:
Andrew Yaeger
Title:
Managing Director
By:
/s/
Dushyant Chadha
Name:
Dushyant Chadha
Title:
Managing Director
[Signature page to Settlement Agreement]
ACKNOWLEDGED AND CONFIRMED:
MEDICIS PHARMACEUTICAL CORPORATION
By:
/s/ Mark Prygocki
Name:
Mark Prygocki Title:
President
[Signature page to Settlement Agreement]