Juno 2013 Annual Report Download - page 293

7. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the respective successors and (in the
case of the Company) assigns of the Parties to this Agreement, and each of them.
8. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California
without regard to its conflicts of laws rules.
9. Severability. If any provision of this Agreement shall be held invalid, void or unenforceable by a court of competent
jurisdiction, the remaining provisions shall not be affected thereby and shall remain in full force and effect. In the event that any covenant contained herein is
not enforceable in accordance with its terms, Executive and the Company agree that such provision shall be reformed to make it enforceable in a manner that
provides as nearly as possible the result intended by this Agreement.
10. Entire Agreement. This Agreement, along with the Employment Agreement, Consulting Agreement and any other documents
incorporated by reference herein or therein (such Agreements, the “ Executive Agreements”), contains the entire agreement between the Parties pertaining to the
subject matter hereof, and shall be considered and understood to be a contractual commitment and not a mere recital. No covenants, agreements,
representations, or warranties of any kind whatsoever, whether express or implied in law or fact, have been made by the Parties, except as specifically set forth
in the Executive Agreements. The Executive Agreements supersede any and all prior and contemporaneous agreements, term sheets, negotiations and
understandings, whether written or oral, pertaining to the subject matter hereof.
11. Modifications. No modification, amendment, or waiver of any of the provisions contained in this Agreement, or any future
representations, promise, or condition in connection with the subject matter of this Agreement, shall be binding upon any party to this Agreement unless made
in writing and signed by such party. In the case of the Company, any such writing shall bind the Company only if signed by the Chief Executive Officer of
the Company.
12. Voluntary Agreement. EXECUTIVE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE
FOREGOING PROVISIONS AND THOSE SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE. EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS SIGNED THIS AGREEMENT AS HIS OWN AND VOLUNTARY ACT.
13. Notice. All notices or other communications required or permitted by this Agreement: (a) must be in writing; (b) must be
delivered to each party at the address set forth below, or any other address that a party may designate by notice to the other party; and (c) are considered
delivered on the earlier of: (a) on the date of delivery if delivered personally or (b) on the first business day following the date of dispatch if sent by a nationally
recognized overnight courier (providing proof of delivery), in each case to the parties at the following addresses (or at such other address for a party as shall be
specified by like notice):
if to Executive, at his current address on file with the Company or such different address as Executive may provide the Company in
writing; and
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