13D Filing: Tang Capital Partners LP and Odonate Therapeutics Inc (ODT)

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3.          Miscellaneous.
(a)          Whenever possible, each provision of this Proxy will be interpreted in such manner as to be effective and valid under applicable law, provided that if any provision of this Proxy 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 portion of any provision in such jurisdiction, and this Proxy will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
(b)          This Proxy shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.
(c)          Holdings hereby revokes any proxies previously granted and represents that none of such previously-granted proxies are irrevocable.
(d)          Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate upon the Expiration Date.
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