SUCH PROVISION SHALL BE INEFFECTIVE,
AS TO SUCH JURISDICTION, AND THE BALANCE OF THE AGREEMENT SHALL BE INTERPRETED
AS IF SUCH PROVISION WERE SO EXCLUDED, WITHOUT INVALIDATING THE REMAINING
PROVISIONS OF THIS AGREEMENT AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
(J)
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS
UNDER THIS AGREEMENT (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11 OF THIS
AGREEMENT) MAY BE
20
ASSIGNED OR DELEGATED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE BY
THE INVESTOR OR ANY HOLDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AND
ANY SUCH ASSIGNMENT WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(K)
THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT
THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE
WITH ITS SPECIFIC TERMS OR WAS OTHERWISE BREACHED.
IN ADDITION TO ANY AND ALL
OTHER REMEDIES THAT MAY BE AVAILABLE AT LAW IN THE EVENT OF ANY BREACH OF THIS
AGREEMENT, THE PARTIES SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE
AGREEMENTS AND OBLIGATIONS HEREUNDER AND TO SUCH OTHER INJUNCTIVE OR OTHER
EQUITABLE RELIEF AS MAY BE GRANTED BY A COURT OF COMPETENT JURISDICTION.
EACH
PARTY FURTHER AGREES THAT, IN THE EVENT OF ANY ACTION FOR AN INJUNCTION OR OTHER
EQUITABLE REMEDY IN RESPECT OF SUCH BREACH OR ENFORCEMENT OF SPECIFIC
PERFORMANCE, IT WILL NOT ASSERT THE DEFENSE THAT A REMEDY AT LAW WOULD BE
ADEQUATE.
(L)
THE COMPANY HEREBY REPRESENTS THAT THE RIGHTS GRANTED TO THE HOLDERS OF
REGISTRABLE SHARES HEREUNDER DO NOT IN ANY WAY CONFLICT WITH AND ARE NOT
INCONSISTENT WITH ANY OTHER AGREEMENTS TO WHICH THE COMPANY IS A PARTY OR BY
WHICH IT IS BOUND RELATING TO THE SUBJECT MATTER HEREOF.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have executed and delivered this Investor Rights
Agreement as of the date first above written.
NOVARTIS PHARMA AG,
By
/s/ Peter Rupprecht
/s/ Dr. Thomas Werlen
Name: Peter Rupprecht
Title: Authorized Signatory
Dr. Thomas Werlen
Authorized Signatory
MOMENTA PHARMACEUTICALS, INC.
By
/s/ Alan Crane
Name: Alan Crane
Title: President & CEO
Signature Page Investor Rights Agreement