EXHIBIT 10.6**ADVANCIS PHARMACEUTICAL CORPORATION**EXECUTIVE EMPLOYMENT AGREEMENT     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “***Agreement***”) is made this 1st day of November 2005by and between Robert C. Low, a resident of Vienna, Virginia (the “***Employee***”), and AdvancisPharmaceutical Corporation, a corporation organized and existing under the laws of the State ofDelaware (the “***Company***”).BACKGROUND     The Company is engaged in the business of developing, improving and promoting antibiotictherapies and the delivery and dosage of antibacterials, as well as extending the market and patentlife of important anti-infectives and oncology (as may be modified or expanded by the Companyduring the term of this Agreement, collectively and individually, the “***Business***”).     The Company desires to promote the Employee and the Employee desires to be promoted andcontinue to be employed by the Company in an executive position, upon the terms and conditions setforth in this Agreement.     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, andintending to be legally bound, the parties, subject to the terms and conditions set forth herein,agree as follows:     1. **Employment and Term**. The Company hereby continues to employ the Employee and theEmployee hereby accepts continued employment with the Company, as Vice President, Finance andActing Chief Financial Officer (the “***Position***”) with the promotion to commence on November 1, 2005(the “***Commencement Date***”). Employee shall continue to be employed by the Company on an at willbasis. The Employee shall be entitled to terminate this Agreement at any time upon ninety (90)days prior written notice to the Company. The Company shall be entitled to terminate thisAgreement at any time subject to the provisions of Section 8 hereof. (The period of time duringwhich the Employee is employed by the Company subject to the terms of this Agreement is referred toherein as the “***Term***”). For purposes of interpretation of this Agreement, the date of promotionshall be the commencement date rather that the date of initial employment with the Company.     2. **Duties**. During the Term, the Employee shall serve the Company faithfully and tothe best of his ability and shall devote his full time, attention, skill and efforts to theperformance of the duties required by or appropriate for the Position. Subject to the oversight ofthe Chairman, President & CEO, the Employee shall (i) have responsibility for the financialmanagement systems of the organization, and (ii) such duties and responsibilities as may beassigned to him from time to time by the Chairman, President & CEO. The Employee shall performsuch duties and responsibilities at the Company’s facility located in Germantown, Maryland or atsuch other location as may be mutually agreed upon by the Company and the Employee in accordancewith the business needs of the Company. The Employee, as Vice
 

 
President of Finance and Acting Chief Financial Officer shall report to the Chairman, President &CEO.     3. **Other Business Activities**. Except with the prior written consent of the Company inits sole discretion, the Employee shall not engage, directly or indirectly, during the Term, in anyother business activities or pursuits whatsoever, except activities in connection with charitableor civic activities, personal investments and serving as an executor, trustee or in other similarfiduciary capacity; provided that any such activities do not interfere with the performance of hisresponsibilities and obligations pursuant to this Agreement.     4. **Compensation**. The Company shall pay the Employee, and the Employee hereby agreesto accept, as compensation for all services to be rendered to the Company and for the Employee’sintellectual property covenants and assignments and covenant not to compete, as provided inSections 6 and 7 hereof, the compensation set forth in this Section 4.          4.1 Salary. The Company shall pay the Employee a base salary at the annual rate ofTwo Hundred Twenty Thousand Dollars ($220,000.00) (as the same may hereafter be adjusted, the“***Salary***”) during the Term of this Agreement. The Salary shall be inclusive of all applicableincome, social security and other taxes and charges that are required by law to be withheld by theCompany (collectively, “***Taxes***”) and shall be paid and withheld in accordance with the Company’snormal payroll practice for its executive employees from time to time in effect. The Salary shallbe subject to increase at the option and in the sole discretion of the Company based upon thedemonstrated performance of the Employee.          4.2 Bonus. Upon the execution of this Agreement, the Employee shall be eligible to beawarded an annual cash bonus, which bonus shall be determined by the Chairman, President & CEO andthe Board of Directors and shall be in a target amount of Twenty-Five percent (25%) of Salary paidduring such applicable period, less Taxes, provided that the Employee shall have achieved all ofhis performance objectives established for such period. Such bonus shall be determined and paidwithin ninety (90) days after the conclusion of such year.          4.3 Fringe Benefits. The Employee shall be entitled to participate in the followingprograms and receive the following benefits (collectively, the “***Benefits***”) in accordance with thefollowing provisions.               (a) The Employee shall be entitled to participate in any retirement, health or dental programsgenerally made available to executive employees of the Company.               (b) The Employee shall be entitled to participate in all vacation, life and disabilityinsurance and other fringe benefit programs of the Company to the extent and on the same terms andconditions as are accorded to other executive employees of the Company.
 

 
          4.4 Reimbursement of Expenses. During the Term, the Employee shall be reimbursed foritems of travel, food and lodging and miscellaneous expenses reasonably incurred by him on behalfof the Company, provided that such expenses are incurred, documented and submitted to the Company,all in accordance with the reimbursement policies of the Company as in effect from time to time.     5. **Confidentiality**. The Employee recognizes and acknowledges that the ProprietaryInformation (as hereinafter defined) is a valuable, special and unique asset of the Company. As aresult, both during the Term and thereafter, the Employee shall not, without the prior writtenconsent of the Company, for any reason either directly or indirectly divulge to any third-party oruse for his own benefit, or for any purpose other than the exclusive benefit of the Company, anyconfidential, proprietary, business and technical information or trade secrets of the Company or ofany subsidiary or affiliate of the Company (the “***Proprietary Information***”) revealed, obtained ordeveloped in the course of his employment with the Company. Proprietary Information shall includeany confidential or proprietary information or trade secrets relating to any patents or otherintellectual property assigned by the Employee to the Company. Proprietary Information also shallinclude, but shall not be limited to the intangible personal property described in Section 6(b)hereof and, in addition, technical information, including research design, results, techniques andprocesses; apparatus and equipment design; computer software; technical management information,including project proposals, research plans, status reports, performance objectives and criteria,and analyses of areas for business development; and business information, including project,financial, accounting and personnel information, business strategies, plans and forecasts, customerlists, customer information and sales and marketing plans, efforts, information and data. Inaddition, “Proprietary Information” shall include all information and materials received by theCompany or Employee from a third party subject to an obligation of confidentiality and/ornon-disclosure. Nothing contained herein shall restrict the Employee’s ability to make suchdisclosures during the course of his employment as may be necessary or appropriate to the effectiveand efficient discharge of the duties required by or appropriate for the Position or as suchdisclosures may be required by law. Furthermore, nothing contained herein shall restrict theEmployee from divulging or using for his own benefit or for any other purpose any ProprietaryInformation that is readily available to the general public so long as such information did notbecome available to the general public as a direct or indirect result of the Employee’s breach ofthis Section 5. Failure by the Company to mark any of the Proprietary Information as confidentialor proprietary shall not affect its status as Proprietary Information under the terms of thisAgreement.     6. **Property**.          6.1 Removal and Distribution. All right, title and interest in and to ProprietaryInformation shall be and remain the sole and exclusive property of the Company. During the Term,the Employee shall not remove from the Company’s offices or premises any documents, records,notebooks, files, correspondence, reports, memoranda or similar materials of or containingProprietary Information, or other materials or property of any kind belonging to the Company,unless necessary or appropriate in accordance with the duties and responsibilities
 

 
required by or appropriate for the Position and, in the event that such materials or property areremoved, all of the foregoing shall be returned to their proper files or places of safekeeping aspromptly as possible after the removal shall serve its specific purpose. The Employee shall notmake, retain, remove and/or distribute any copies of any of the foregoing for any reasonwhatsoever, except as may be necessary in the discharge of the assigned duties and shall notdivulge to any third person the nature of and/or contents of any of the foregoing or of any otheroral or written information to which he may have access or with which for any reason he may becomefamiliar, except as disclosure shall be necessary in the performance of the duties; and upon thetermination of his employment with the Company, the Employee shall return to the Company alloriginals and copies of the foregoing then in his possession or under his control, whether preparedby the Employee or by others.          6.2 Developments.               (a) The Employee acknowledges that all right, title and interest in and to any and allwritings, documents, inventions, discoveries, ideas, developments, information, computer programsor instructions (whether in source code, object code, or any other form), algorithms, formulae,plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models,data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whetherreduced to written or electronic form or otherwise) that the Employee creates, makes, conceives,discovers or develops, either solely or jointly with any other person, at any time during the Term,whether during working hours or at the Company’s facility or at any other time or location, andwhether upon the request or suggestion of the Company or otherwise, (collectively, “***IntellectualWork Product***”) shall be the sole and exclusive property of the Company. The Employee shallpromptly disclose to the Company all Intellectual Work Product, and the Employee shall have noclaim for additional compensation for the Intellectual Work Product, except for any excludedIntellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadestsense, provided that such Intellectual Work Product is not conceived, discovered or developed,either solely or jointly with any other person during working hours or at the Company’s facility orusing any other Company resource.               (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightableshall be considered a work made for hire under United States Copyright Law. To the extent that anycopyrightable Intellectual Work Product may not be considered a work made for hire under theapplicable provisions of the United States Copyright Law, or to the extent that, notwithstandingthe foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, theEmployee hereby irrevocably assigns and transfers to the Company any and all right, title, orinterest that the Employee may have in the Intellectual Work Product under copyright, patent, tradesecret and trademark law, in perpetuity or for the longest period otherwise permitted by law,without the necessity of further consideration. The Company shall be entitled to obtain and holdin its own name all copyrights, patents, trade secrets, and trademarks with respect thereto.
 

 
               (c) The Employee shall reveal promptly all information relating to any such IntellectualProperty to the Board of Directors of the Company, and, at the Company’s expense, shall cooperatewith the Company and execute such documents as may be necessary or appropriate (i) in the eventthat the Company desires to seek copyright, patent or trademark protection, or other analogousprotection, thereafter relating to the Intellectual Work Product, and when such protection isobtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect ofobtaining and maintaining such copyright, patent or trademark protection, or other analogousprotection.               (d) In the event the Company is unable after reasonable effort to secure the Employee’ssignature on any of the documents referenced in Section 6.2 (c) hereof, whether because of theEmployee’s physical or mental incapacity or for any other reason whatsoever, the Employee herebyirrevocably designates and appoints the Company and its duly authorized officers and agents as theEmployee’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and fileany such documents and to do all other lawfully permitted acts to further the prosecution andissuance of any such copyright, patent or trademark protection, or other analogous protection, withthe same legal force and effect as if executed by the Employee.               (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and allcopyrights, patents, trademarks and trade names, or similar intangible personal property(collectively, the “***Pre-existing Property***”) identified on Schedule I hereof comprise all ofthe innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks andtrade names, or similar intangible personal property that the Employee has made or conceived ofprior to the date hereof, and same are excluded from the operation of the other provisions of thisSection 6.2. In the event that the Employee learns of any Pre-existing Property that heinadvertently failed to include in Schedule I, and the circumstances surrounding the failure ofsuch inclusion are reasonably satisfactory to the Company, the Employee and the Company shalljointly amend Schedule I to include such property.     7. **Covenant not to Compete**.          7.1 Restrictions. Provided that the Company is in compliance with Section 8.5 hereof,if applicable, the Employee shall not, during the Term and for a period of two (2) years thereafter(the “***Restricted Period***”), except as an employee of the Company and in order to carry out theEmployee’s duties hereunder, do any of the following directly or indirectly without the priorwritten consent of the Company in its sole discretion:               (a) engage or participate, directly or indirectly, in any business activity competitive withthe Business or the business of the Company or any of the Company’s subsidiaries or affiliates asconducted during the Term;               (b) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer,employee, agent, consultant or otherwise) in any person, firm, corporation, association or otherentity engaged in any business that is competitive with the
 

 
Business or of the business of the Company or any subsidiary or affiliate of the Company asconducted during the Term, or become interested in (as owner, stockholder, lender, partner,co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of thebusiness of any person, firm, corporation, association or other entity where such portion of suchbusiness is competitive with the Business of the Company or the business of any subsidiary oraffiliate of the Company as conducted during the Term (notwithstanding the foregoing, the Employeemay hold not more than one percent (1%) of the outstanding securities of any class of anypublicly-traded securities of a company that is engaged in activities referenced in this Section7.1.               (c) solicit, call on or transact or engage in any business activity with, either directly orindirectly, any (i) customer with whom the Company shall have dealt at any time during the one (1)year period immediately preceding the termination of the Employee’s employment hereunder, or (ii)corporate partner, collaborator, independent contractor or supplier with whom the Company shallhave dealt at any time during the one (1) year period immediately preceding the termination of theEmployee’s employment hereunder;               (d) influence or attempt to influence any then current or prospective supplier, customer,corporate partner, collaborator, or independent contractor of the Company to terminate or modifyany written or oral agreement or course of dealing with the Company; or               (e) influence or attempt to influence any person either (i) to terminate or modify anemployment, consulting, agency, distributorship or other arrangement with the Company, or (ii) toemploy or retain, or arrange to have any other person or entity employ or retain, any person whohas been employed or retained by the Company as an employee, consultant, agent or distributor ofthe Company at any time during the one (1) year period immediately preceding the termination of theEmployee’s employment hereunder.          7.2 Acknowledgment. The Employee acknowledges that he has carefully read andconsidered the provisions of this Section 7. The Employee acknowledges that the foregoingrestrictions will limit his ability to earn a livelihood in a business competitive with theBusiness, but he nevertheless believes that he has received and will receive sufficientconsideration and other benefits in connection with the payment by the Company of the compensationset forth in Sections 4 and 8.5 to justify such restrictions, which restrictions the Employee doesnot believe would prevent him from earning a living in businesses that are not competitive with theBusiness and without otherwise violating the restrictions set forth herein.     8. **Early Termination**. The Employee’s employment hereunder may be terminated duringthe Term upon the occurrence of any one of the events described in this Section 8. Upontermination, the Employee shall be entitled only to such compensation and benefits as described inthis Section 8.
 

 
          8.1 Involuntary Termination.               (a) Termination for Disability.                    (i) In the event of the disability of the Employee such that the Employee is unable to performthe duties and responsibilities hereunder to the full extent required by this Agreement by reasonsof illness, injury or incapacity for a period of more than one hundred eighty (180) consecutivedays or more than one hundred eighty (180) days, in the aggregate, during any three hundredsixty-five (365) day period (“***Disability***”), the Company shall have the right to terminateEmployee’s employment hereunder by written notice to the Employee.                    (ii) In the event of a termination of the Employee’s employment hereunder pursuant to Section8.1(a)(i), the Employee will be entitled to receive all accrued and unpaid (as of the date of suchtermination) Salary and applicable Benefits; provided that the Employee has complied with all ofhis obligations under this Agreement and continues to comply with all of his surviving obligationshereunder listed in Section 10 and a pro-rata percentage of the bonus (provided in Section 4.2) forthe last fiscal year of the Company prior to the date of Employee’s termination. Except asspecifically set forth in this Section 8.1(a)(ii) or as provided by applicable law, the Companyshall have no liability or obligation to the Employee for compensation or benefits hereunder byreason of, or subsequent to, such termination.               (b) Termination by Death. In the event that the Employee dies during the Term, theEmployee’s employment hereunder shall be terminated thereby and the Company shall pay to theEmployee’s executors, legal representatives or administrators an amount equal to the accrued andunpaid portion of the Salary for the month in which he dies and a pro-rata percentage of the bonus(provided in Section 4.2) for the last fiscal year of the Company prior to the date of Employee’stermination. Except as specifically set forth in this Section 8.1(b) or as provided by applicablelaw, the Company shall have no liability or obligation hereunder to the Employee’s executors, legalrepresentatives, administrators, heirs or assigns or any other person claiming under or through himby reason of or subsequent to the Employee’s death.          8.2 Termination for Cause.               (a) The Company shall have the right to terminate the Employee’s employment hereunder at anytime for **“cause”**upon written notice to the Employee. For purposes of this Agreement, “cause”shall mean the Employee’s (including, if the Employee is not a natural person, any employee of orcontractor to the Employee who is involved, directly or indirectly, in the provision of services tothe Corporation) (a) dishonesty, embezzlement, theft or fraudulent misconduct; (b) abuse of acontrolled substance that materially impairs the performance of the Employee’s duties to theCorporation; (c) conduct adverse to the business, interests, or reputation of the Corporation; (d)material breach of any of the terms hereof or of any agreement between the Corporation and theEmployee, (including, but not limited to, terms relating to non-disclosure, non-competition andinvention assignment) which, if curable, remains
 

 
uncured thirty (30) days after the Employee receives written notice of such breach; or (e)commission of a felony.               (b) In the event of a termination of the Employee’s employment hereunder pursuant to Section8.2(a), the Employee shall be entitled to receive all accrued but unpaid (as of the effective dateof such termination) Salary and Benefits. All Salary and Benefits shall cease at the time of suchtermination, subject to the requirements of applicable law. Except as specifically set forth inthis Section 8.2, the Company shall have no liability or obligation hereunder by reason of orsubsequent to such termination. Without limiting the generality of the foregoing sentence, Employeeshall not be entitled to receive severance pay in the event of a termination under this section 8.2or any other compensation or benefits.          8.3 Termination by the Company Without Cause.               (a) Notwithstanding anything to the contrary set forth herein, the Company shall have theright to terminate the Employee’s employment hereunder at any time, for any reason or no reason,with or without cause, effective upon the date designated by the Company upon written notice to theEmployee.               (b) In the event of a termination of the Employee’s employment hereunder pursuant to Section8.3(a) other than for cause, the Employee shall be entitled to receive all accrued but unpaid (asof the effective date of such termination) Salary; a pro-rata percentage of the bonus (provided inSection 4.2) for the last fiscal year of the Company prior to the date of the Employee’stermination; and the severance payments and Benefits in the manner set forth in Section 8.5;provided that the Employee has complied with all of his obligations under this Agreement andcontinues to comply with all of his surviving obligations hereunder listed in Section 10. AllSalary shall cease at the time of such termination, except as required under applicable law.Except as specifically set forth in this Section 8.3, the Company shall have no liability orobligation hereunder by reason of or subsequent to such termination.          8.4 Termination following Change in Control               (a) In the event of a termination of the Employee’s employment, other than for cause inaccordance with Section 8.2, as defined above, within 12 months after a Change in Control, asdefined in Section 8.4(b), the Employee shall be entitled to receive all accrued but unpaid (as ofthe effective date of such termination) Salary; a pro-rata percentage of the bonus (provided inSection 4.2) for the last fiscal year of the Company prior to the date of the Employee’stermination; and the severance payments and Benefits in the manner set forth in Section 8.5;provided that the Employee has complied with all of his obligations under this Agreement andcontinues to comply with all of his surviving obligations hereunder listed in Section 10. AllSalary shall cease at the time of such termination, except as required under applicable law.Except as specifically set forth in this Section 8.4, the Company shall have no liability orobligation hereunder by reason of or subsequent to such termination.
 

 
               (b) As used in this letter, “***Change in Control***” means: (i) the acquisition (other than fromthe Company) in one or more transactions by any Person, as defined below, of the beneficialownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934,as amended) of 33% or more of (A) the then outstanding shares of the securities of the Company, or(B) the combined voting power of the then outstanding securities of the Company entitled to votegenerally in the election of directors (the “***Company Voting Stock***”); (ii) the closing of a sale orother conveyance of assets representing 50% or more of the fair market value of the Company’sconsolidated assets (in a single transaction or in a series of related transactions); (iii) thedissolution or liquidation of the Company; (iv) a change in the composition of the Company’s Boardof Directors, as a result of which, fewer than one-half of the incumbent directors after suchchange are directors who either (A) had been directors of the Company 24 months prior to suchchange or (B) were elected, or nominated for election, to the Board of Directors with the approvalof at least a majority of the directors who had been the Company’s directors 24 months prior tosuch change and who were still in office at the time of the election or nomination; or (v) theeffective time of any merger, share exchange, consolidation, or other business combinationinvolving the Company if immediately after such transaction persons who hold a majority of theoutstanding voting securities entitled to vote generally in the election of directors of thesurviving entity (or the entity owning 100% of such surviving entity) are not persons who,immediately prior to such transaction, held a majority of the Company Voting Stock;provided, however, that a Change in Control shall not include (X) a public offeringof capital stock of the Company; (Y) any distribution of capital stock of the Company by apartnership or limited liability company to a partner of such partnership or member of such limitedliability company in respect of the interest of such partner or member and without the payment ofadditional consideration; or (Z) any transaction pursuant to which shares of capital stock of theCompany are transferred or issued to any trust, charitable organization, foundation, familypartnership or other entity controlled directly or indirectly by, or established for the benefit ofany of the current or former executive officers of the Company or their immediate family members(including spouses, children, grandchildren, parents, and siblings, in each case to includeadoptive relations), or transferred to any such immediate family members. For purposes of thisdefinition of Change in Control, a “***Person***” means any individual, entity or group within themeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, otherthan: employee benefit plans sponsored or maintained by the Company or by affiliates controlled bythe Company, or an underwriter of the Common Stock in a registered public offering.          8.5 Severance.               (a) In the event of the termination of the Employee’s employment under Section 8.3, theEmployee shall be entitled to severance pay as follows:                    (i) if terminated within the first six (6) months of the date of this Agreement, in an amountequal to three (3) months of Salary,
 

 
                    (ii) if terminated after the first six (6) months of the date of this Agreement but less thantwelve (12) months in the Position, in an amount equal to six (6) months of Salary;                    (iii) if terminated after twelve (12) months of the date of this Agreement, in an amount equalto twelve (12) months of Salary;               (b) In the event of the termination of the Employee’s employment under Section 8.4, theEmployee shall be entitled to twelve (12) months of Salary.               (c) In the event of the termination of the Employee’s employment under Section 8.3 or 8.4, theEmployee shall be reimbursed the cost of benefits continuation under the Consolidated OmnibusBenefits Reconciliation Act (“***COBRA***”) for the period of time during which he is entitled to receiveseverance pay if benefits continuation is so elected by the Employee.               (d) If Employee is previously receiving severance pursuant to Section 8.3, the Employee shallnot be entitled to receive additional severance pursuant to 8.4 for a change of control occurringafter Employee’s termination. Employee shall not be entitled to receive severance pursuant to bothSections 8.3 and 8.4.               (e) All payments under this Section 8.5 are conditioned upon the Employee honoring thecovenants contained in the Confidentiality, Non-Competition and Invention Assignment Agreementsand executing a release of all claims arising from Employee’s employment with Advancis, in suchform as may then be used by the Company respecting termination of employees.               (f) All payments under this Section 8.5 shall be subject to all withholding obligations,calculated on the basis of the Salary in effect at the date of termination and paid in the samemanner as Salary was then paid hereunder.               (g) Except as provided in subsections (a) and (b) above, the Company shall have no liabilityor obligation by reason of or subsequent to the termination of the employment relationship betweenthe Company and the Employee.               (h) Notwithstanding anything in this Agreement to the contrary, in no event shall the Companybe obligated to pay or distribute to Employee any amount that constitutes nonqualified deferredcompensation within the meaning of Internal Revenue Code section 409A (“Code section 409A”) earlierthan the earliest permissible date under Code section 409A that such amount could be paid withoutadditional taxes or interest being imposed under Code section 409A.
 

 
9. **Representations, Warranties and Covenants of the Employee****.**          9.1 Restrictions. The Employee represents and warrants to the Company that:               (a) There are no restrictions, agreements or understandings whatsoever to which the Employeeis a party which would prevent or make unlawful the Employee’s execution of this Agreement or theEmployee’s employment hereunder, or which is or would be inconsistent or in conflict with thisAgreement or the Employee’s employment hereunder, or, except as set forth in any agreementspreviously provided to the Company, would prevent, limit or impair in any way the performance bythe Employee of the obligations hereunder; and               (b) The Employee has disclosed to the Company all restraints, confidentiality commitments orother employment restrictions that he has with any other employer, person or entity.          9.2 Obligations to Former Employers. The Employee covenants that in connection withhis provision of services to the Company, he shall not breach any obligation (legal, statutory,contractual or otherwise) to any former employer or other person, including, but not limited toobligations relating to confidentiality and proprietary rights.          9.3 Obligations Upon Termination. Upon and after his termination or cessation ofemployment with the Company and until such time as no obligations of the Employee to the Companyhereunder exist, the Employee (i) shall provide a complete copy of this Agreement to anyprospective employer or other person, entity or association engaged in the Business, with whom orwhich the Employee proposes to be employed, affiliated, engaged, associated or to establish anybusiness or remunerative relationship prior to the commencement thereof and (ii) shall notify theCompany of the name and address of any such person, entity or association prior to his employment,affiliation, engagement, association or the establishment of any business or remunerativerelationship.     10. **Survival of Provisions**. The provisions of this Agreement set forth in Sections 5,6, 7, 8, 9, 10, 19 and 20 hereof shall survive the termination of the Employee’s employmenthereunder.     11. **Successors and Assigns**. This Agreement shall inure to the benefit of and bebinding upon the Company and the Employee and their respective successors, executors,administrators, heirs and/or assigns; provided that neither party shall make any assignment of thisAgreement or any interest herein, by operation of law or otherwise, without the prior writtenconsent of the other party.     12. **Notice**. Any notice hereunder by either party shall be given by personal deliveryor by sending such notice by certified mail, return-receipt requested, or telecopied, addressed ortelecopied, as the case may be, to the other party at its address set forth below or at such otheraddress designated by notice in the manner provided in this section. Such notice shall be deemedto have been received upon the date of actual delivery if personally delivered or, in the case of
 

 
mailing, two (2) days after deposit with the U.S. mail, or, in the case of facsimiletransmission, when confirmed by the facsimile machine report. (a) if to the Company, to:    Advancis Pharmaceutical Corporation