TO A PURCHASER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
BUSINESS RELATING TO ANY OF THE FIELDS OF USE, AS APPLICABLE; PROVIDED, HOWEVER,
THAT IN THE EVENT OF ANY ASSIGNMENT PURSUANT TO THIS
7
SECTION, SUCH ASSIGNEE SHALL AGREE TO BE BOUND AND COMPLY WITH ALL OF THE
APPLICABLE OBLIGATIONS OF THIS AGREEMENT.
BY WAY OF EXAMPLE, IN CONNECTION WITH
SUBSECTION (IV) OF THIS SECTION, IF EDWARDS SELLS ALL OR SUBSTANTIALLY ALL OF
ITS BUSINESS RELATING TO THE SURGICAL FIELD OF USE, THE LICENSES SET FORTH IN
SECTIONS 2.1, 2.2 AND 2.3 RELATING TO THE SURGICAL FIELD OF USE MAY BE ASSIGNED
TO THE PURCHASER OF SUCH BUSINESS, PROVIDED SUCH ASSIGNEE AGREES TO BE BOUND AND
COMPLY WITH ALL OF THE OBLIGATIONS OF THIS AGREEMENT RELATED TO SUCH ASSIGNED
LICENSES, INCLUDING WITHOUT LIMITATION, FOR EXAMPLE, SECTIONS 2.4, 3, 4, 8.1, 9,
AND 10.
10.2.2
3F MAY ASSIGN OR TRANSFER THIS
AGREEMENT, IN WHOLE OR IN PART; PROVIDED, HOWEVER, THAT 3F PROVIDE WRITTEN
NOTICE TO EDWARDS AND THAT SUCH ASSIGNEE AGREES TO BE BOUND AND COMPLY WITH ALL
APPLICABLE OBLIGATIONS OF THIS AGREEMENT.
10.3
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF.
EACH OF
THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE STATE AND
FEDERAL COURTS LOCATED WITHIN ORANGE COUNTY, STATE OF CALIFORNIA, AND
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT,
THE LICENSED PATENTS, OR THE TISSUE VALVE KNOW-HOW SHALL BE LITIGATED IN SUCH
COURTS, AND EACH OF THE PARTIES EXPRESSLY WAIVES ANY OBJECTION OR DEFENSES THAT
IT MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON
CONVENIENS WITH RESPECT TO SUCH COURTS.
THE PARTIES' CONSENT AND WAIVER SET
FORTH IN THIS SECTION 10.3 EXPRESSLY SHALL APPLY IN THE EVENT THAT ANY SUCH
ACTION IS TRANSFERRED BY THE UNITED STATES DISTRICT COURT SITTING IN ORANGE
COUNTY, ON ITS OWN MOTION OR UPON FILING, TO ANY OTHER DIVISION OF THE UNITED
STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA.
10.4
ATTORNEYS' FEES.
IF ANY PARTY TO THIS AGREEMENT
SHALL BRING ANY ACTION, SUIT, ARBITRATION, MEDIATION, COUNTERCLAIM OR APPEAL FOR
ANY RELIEF AGAINST ANY OTHER PARTY, DECLARATORY OR OTHERWISE, TO ENFORCE THE
TERMS HEREOF OR TO DECLARE RIGHTS HEREUNDER, THE PREVAILING PARTY IN SUCH ACTION
SHALL BE ENTITLED TO RECOVER AS RECOVERABLE COSTS IN ANY SUCH ACTION ITS
ATTORNEYS' FEES AND COSTS (INCLUDING REASONABLE FEES AND COSTS FOR IN-HOUSE
COUNSEL), ALL EXPERT FEES AND COSTS, ALL COURT AND/OR ARBITRATION EXPENSES, AND
ANY OTHER COSTS REASONABLY AND PROPERLY INCURRED, INCLUDING ANY FEES AND COSTS
INCURRED IN BRINGING AND PROSECUTING SUCH ACTION AND/OR ENFORCING ANY ORDER,
JUDGMENT, RULING, OR AWARD GRANTED AS PART OF SUCH ACTION.
AS USED IN THIS
SECTION, "PREVAILING PARTY" SHALL INCLUDE, WITHOUT LIMITATION, A PARTY WHO
AGREES TO DISMISS AN ACTION OR WHO OBTAINS SUBSTANTIALLY THE RELIEF SOUGHT BY
IT.
10.5
COUNTERPARTS.
THIS