Severability Contract Clauses (27,855)

Severability. In the event that any clause or provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, then such clause shall be deemed severed from this Agreement and the balance of the clause or provision shall be given full force and effect. In the event that any portion of the covenant in the following Section is found by a court of competent jurisdiction to be excessively broad in terms of geographic coverage, duration or scope or otherwise, then such provision shall... be deemed modified to conform to the broadest interpretation consistent with applicable law in order to protect the Company from economic harm caused by General Counsel. 6 16. Covenant. (a) General Counsel hereby expressly covenants and agrees that for a period of two (2) years following the date on which this Agreement terminates, whether such termination is upon expiration or termination of this Agreement, General Counsel will not serve as general counsel or otherwise provide legal advice for any transaction competitive with the Company unless such termination arose as a result of the default of the Company hereunder. For the avoidance of doubt, a transaction will be deemed "competitive" with the Company if the transaction provides any similar services offered by the Company to a client other than those persons or entities referenced in Section 10 above and/or such similar services (i) shall be performed in the United States and (ii) involves the distribution, provision of or sale of goods or services described in Section 16(b) below. (b) For the avoidance of doubt, the business lines covered by clause 16(a) above shall be limited to the following: internal fixation products, bone substitute materials, compounding pharmacies, nutritional supplements, biological tissues, wound care or any other similar product service lines offered by the Company during the term of the Agreement. Notwithstanding the foregoing, nothing herein shall restrict General Counsel from providing legal services for any non-competitive services with respect to any persons or entities which had engaged him in a business transaction prior to the date hereof. (c) General Counsel agrees that, except as may be required under compulsion of law or as part of General Counsel's duties under this Agreement, General Counsel shall make no representations or statements, either direct or indirect (in the form of oral or written statements), to anyone (including but not limited to prospective clients, employers, existing or prospective customers or employees of the Company, or to any consultant, agent or representative of any customer of the Company, or to any representative or agent of the media) that disparages the Company, the Company's past, present, or future performance, personnel, directors, executives, shareholders, operational conditions, services or organizational capabilities. The term "disparage" shall mean any statement which, directly or indirectly, creates a negative impression about the subject matter of the statement. In the event that General Counsel breaches the covenant contained in this Paragraph 16, General Counsel agrees to pay to the Company at the Company's election, either (i) as liquidated damages and not as a penalty, a sum equal to two times the aggregate amount of compensation paid by the Company to General Counsel pursuant to Paragraphs 3 during the term and any renewal hereof, together with all expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Paragraph 16, and (ii) the compensatory damages actually incurred by the Company arising from the breach. In addition, the parties agree that monetary damages are not an adequate remedy and are not easily ascertained so that the Company may seek equitable relief including an injunction to specifically enforce this covenant. View More

Severability. In the event that any clause or provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, then such clause shall be deemed severed from this Agreement and the balance of the clause or provision shall be given full force and effect. In the event that any portion of the covenant in the following Section is found by a court of competent jurisdiction to be excessively broad in terms of geographic coverage, duration or scope or otherwise, then such provision shall... be deemed modified to conform to the broadest interpretation consistent with applicable law in order to protect the Company from economic harm caused Hexter. View More

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Corporation to do or fail to do any act in violation of applicable law. The Corporation's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be unenforceable, in whole or in part, by any court of competent jurisdiction, such de...termination shall not affect the validity, legality or enforceability of any other provisions of this Agreement, and there shall be substituted for each provision at issue a valid and enforceable provision as similar as possible to the provision(s) at issue. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 11 EARLY EXERCISE FORM ANNEX A STOCK OPTION EXERCISE NOTICE AND AGREEMENT LOXO ONCOLOGY, INC. 2013 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Loxo Oncology, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Option Price per Share: $ o Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: o Incentive (ISO) EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised [ ]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price Being Paid for the Purchased Shares: $ Form of payment enclosed [check all that apply]: o Check for $ , payable to "Loxo Oncology, Inc." o Certificate(s) for shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.] AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2013 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement... shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those contained currently contained in this Agreement) as shall be valid and enforceable under the applicable law. 7 15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. View More

Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Severability. If any provision of this Agreement shall be held to be invalid and unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

Severability. If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. E-8 13. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws the...reof, except to the extent that the Nevada Revised Statutes shall apply to the internal corporate governance of the Company. View More