Juno 2013 Annual Report Download - page 298

7.2 Inability to Bind the Company. Consultant shall not have any right or authority to assume or create any obligation or
responsibility, express or implied, on behalf of or in the name of the Company, or to bind the Company in any manner, except as may be authorized in writing
by a duly authorized officer or manager of the Company, and shall not make any contrary representation to any third party.
8. Section 409A of the Internal Revenue Code; Delay of Payments . The terms of this Agreement have been designed to comply with or be
exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (
“Section 409A”), where applicable, and shall be interpreted and administered in a manner consistent with such intent. To the extent required to avoid an
accelerated or additional tax under Section 409A, amounts reimbursable to Consultant under this Agreement shall be paid to Consultant on or before the last
day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement during any one year may not affect
amounts reimbursable or provided in any subsequent year.
9. Notices. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in
accordance with the notice provisions of the Separation Agreement.
10. Assignment; Binding Effect. Consultant may not assign his rights or delegate his duties or obligations hereunder without the written
consent of the Company. This Agreement may be assigned to any successor of the Company.
11. Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Consultant or his legal representative and such officer(s) as may be specifically designated by the Company. No
waiver by a party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
12. Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not
have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void
shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and
enforcement thereof.
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
4