issued and outstanding securities by any person or entity, or group ofassociated persons or entities acting in concert, not affiliated (within themeaning of the Securities Act of 1933) with the Company as of the date ofthis Agreement; or     (C) approval by the stockholders of the Company of any plan or proposalfor the liquidation or dissolution of the Company; or     (ii) A change in the composition of the Board at any time during anyconsecutive 24-month period such that the “Continuing Directors” cease for anyreason to constitute at least a seventy percent (70%) majority of the Board. Forpurposes of this clause (ii), “Continuing Directors” means those members of theBoard who either:     (A) were members of the Board at the beginning of such consecutive24-month period; or     (B) were elected by, or on the nomination or recommendation of, atleast a two-thirds majority (consisting of at least five directors) of thethen-existing Board.     (c) “*Corporate Status*” describes the status of a person who is or was a director,officer, employee, agent or fiduciary of the Company or of any other corporation,partnership, joint venture, trust, employee benefit plan or other enterprise which suchperson is or was serving at the express written request of the Company.     (d) “*Disinterested Director*” means a director of the Company who is not and was not aparty to the Proceeding in respect of which indemnification is sought by Indemnitee.     (e) “*Enterprise*” shall mean the Company and any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise of which Indemnitee is or wasserving at the express written request of the Company as a director, officer, employee,agent or fiduciary.     (f) “*Expenses*” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,printing and binding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, being or preparing to be awitness in a Proceeding.     (g) “*Good Faith*” shall mean Indemnitee having acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests of the Company,and, with respect to any criminal Proceeding, having had no reasonable cause to believeIndemnitee’s conduct was unlawful.
 

 
     (h) “*Independent Counsel*” means a law firm, or a member of a law firm, that isexperienced in matters of corporation law and neither presently is, nor in the past fiveyears has been, retained to represent: (i) the Company or Indemnitee in any matter materialto either such party or (ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder. Notwithstanding the foregoing, the term “*Independent Counsel*”shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Company orIndemnitee in an action to determine Indemnitee’s rights under this Agreement.     (i) “*Proceeding*” includes any action, suit, arbitration, alternate dispute resolutionmechanism, investigation, administrative hearing or any other actual, threatened orcompleted proceeding whether civil, criminal, administrative or investigative, other thanone initiated by Indemnitee. For purposes of the foregoing sentence, a “*Proceeding*” shallnot be deemed to have been initiated by Indemnitee where Indemnitee seeks pursuant toSection 9 of this Agreement to enforce Indemnitee’s rights under this Agreement.     2. Term of Agreement. This Agreement shall continue until and terminate upon thelater of: (a) 10 years after the date that Indemnitee has ceased to serve as a director, officer,employee, agent or fiduciary of the Company or of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise which Indemnitee served at the expresswritten request of the Company or (b) the final termination of all pending Proceedings in respectof which Indemnitee is granted rights of indemnification or advancement of expenses hereunder andof any proceeding commenced by Indemnitee pursuant to Section 9 of this Agreement relating thereto.In addition, no legal action shall be brought and no cause of action shall be asserted by or inthe right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors orpersonal or legal representatives after the expiration of five (5) years from the date of accrualof such cause of action, and any claim or cause of action of the Company shall be extinguished anddeemed released unless asserted by the timely filing of a legal action within such five (5) yearperiod; PROVIDED, HOWEVER, that if any shorter period of limitations is otherwise applicable to anysuch cause of action, such shorter period shall govern.     3. Services by Indemnitee, Notice of Proceedings.     (a) Services. Indemnitee agrees to serve as a director of the Company.Indemnitee may at any time and for any reason resign from such position (subject to anyother contractual obligation or any obligation imposed by operation of law).     (b) Notice of Proceeding. Indemnitee agrees promptly to notify the Company inwriting upon being served with any summons, citation, subpoena, complaint, indictment,information or other document relating to any Proceeding or matter that may be subject toindemnification or advancement of Expenses covered hereunder.
 

 
     4. Indemnification.     (a) In General. In connection with any Proceeding, the Company shall indemnifyand advance Expenses to Indemnitee as provided in this Agreement and to the fullest extentpermitted by applicable law in effect on the date hereof and to such greater extent asapplicable law may thereafter from time to time permit.     (b) Proceedings Other Than Proceedings by or in the Right of the Company.Indemnitee shall be entitled to the rights of indemnification provided in this Section 4(b)if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made,a party to any Proceeding, other than a Proceeding by or in the right of the Company.Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amountspaid in settlements actually and reasonably incurred by Indemnitee or on Indemnitee’s behalfin connection with such Proceeding or any claim, issue or matter therein, if Indemniteeacted in Good Faith including without limitation, any and all losses, claims, damages,expenses and liabilities, joint or several (including any investigation, legal and otherexpenses incurred in connection with, and any amount paid in settlement of, any action,suit, proceeding or any claim asserted) under the Securities Act of 1933, the SecuritiesExchange Act of 1934, as amended (the “Exchange Act of 1934”) or other federal or statestatutory law or regulation, at common law or otherwise or which relate directly orindirectly to the registration, purchase, sale or ownership of any securities of the Companyor to any fiduciary obligation owed with respect thereto or as a direct or indirect resultof any Proceeding or any claim, issue or matter therein made by any stockholder of theCompany against Indemnitee and arising out of or related to any round of financing of theCompany (including but not limited to Proceedings or any claims, issues or matters thereinregarding non-participation, or non-pro rata participation, in such round by suchstockholder), or made by a third party against Indemnitee based on any misstatement oromission of a material fact by the Company in violation of any duty of disclosure imposed onthe Company by federal or state securities or common laws.     (c) Proceedings by or in the Right of the Company. Indemnitee shall beentitled to the rights of indemnification provided in this Section 4(c) if, by reason ofIndemnitee’s Corporate Status, Indemnitee is or is threatened to be made a party to anyProceeding brought by or in the right of the Company to procure a judgment in its favor.Indemnitee shall be indemnified against Expenses, judgments, penalties and amounts paid insettlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection with such Proceeding if Indemnitee acted in Good Faith. Notwithstanding theforegoing, no such indemnification shall be made in respect of any claim, issue or matter insuch Proceeding as to which Indemnitee shall have been adjudged to be liable to the Companyif applicable law prohibits such indemnification; *provided*, *however*, that, if applicable lawso permits, indemnification shall nevertheless be made by the Company in such event if andonly to the extent that the Court of Chancery of the State of Delaware, or the court inwhich such Proceeding shall have been brought or is pending, shall determine.
 

 
     (d) Indemnification of a Party Who is Wholly or Partly Successful.Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, byreason of Indemnitee’s Corporate Status, a party to and is successful, on the merits orotherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extentpermitted by law against all Expenses, judgments, penalties, fines and amounts paid insettlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith. If Indemnitee is not wholly successful in such Proceeding but issuccessful, on the merits or otherwise, as to one or more but less than all claims, issuesor matters in such Proceeding, the Company shall indemnify Indemnitee to the maximum extentpermitted by law, against all Expenses, judgments, penalties, fines and amounts paid insettlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection with each successfully resolved claim, issue or matter. For purposes of thisSection 4(d) and without limitation, the termination of any claim, issue or matter in such aProceeding by dismissal, with or without prejudice, shall be deemed to be a successfulresult as to such claim, issue or matter, so long as there has been no finding (eitheradjudicated or pursuant to Section 6) that Indemnitee did not act in Good Faith.     (e) Indemnification for Expenses of a Witness. Notwithstanding any otherprovision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’sCorporate Status, a witness in any Proceeding, Indemnitee shall be indemnified against allExpenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith.     (f) Assumption of Defense and Settlement. Notwithstanding any other provisionof this Agreement, with respect to any such Proceeding as to which the Indemnitee givesnotice to the Company of the commencement thereof:     (1) the Company will be entitled to participate therein at its own expense;     (2) the Company, jointly with any other indemnifying party similarly notified,shall be entitled to assume the defense thereof, with counsel satisfactory to theIndemnitee. If the Company assumes the defense of the Indemnitee, it shall notifythe Indemnitee, and after the Indemnitee receives such notice, the Company shall notbe liable to the Indemnitee under this Agreement for any Expenses incurred by theIndemnitee after the date such notice was received. The Indemnitee shall beentitled to employ Indemnitee’s own counsel at Indemnitee’s own expense.Nevertheless, the Company shall pay for Indemnitee’s own counsel if (1) the Companyagrees to do the same, (2) the Indemnitee shall have reasonably concluded that theremay be a conflict of interest between the Company and the Indemnitee regarding thedefense of such action, or (3) the Company shall not in fact have employed counselto assume the defense of the Proceeding. The Company shall not be entitled toassume the defense of any Proceeding brought by or on behalf of the Company or as towhich the Indemnitee shall have reasonably concluded that there may be a conflict ofinterest between the Company and the Indemnitee regarding the defense of suchProceeding; and
 

 
     (3) the Company shall not be liable to the Indemnitee under this Agreement forany amounts paid in settlement of any Proceeding unless the Company consents to suchsettlement. The Company shall not settle any Proceeding in any manner that wouldimpose any penalty or limitation on the Indemnitee without the Indemnitee’s writtenconsent. Neither the Company nor the Indemnitee will unreasonably withhold theirconsent to any proposed settlement.     (g) Contribution.     (1) Notwithstanding any other provision of this Agreement, if theindemnification provided for in this Section 4 for any reason is held by a court ofcompetent jurisdiction to be unavailable to Indemnitee in respect of any losses,claims, damages, expenses or liabilities referred to therein, then the Company, inlieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid orpayable by Indemnitee as a result of such losses, claims, damages, expenses orliabilities     (A) in such proportion as is appropriate to reflect the relativebenefits received by the Company and Indemnitee; or     (B) if the allocation provided by clause (A) above is not permitted byapplicable law, in such proportion as is appropriate to reflect not only therelative benefits referred to in clause (A) above but also the relativefault of the Company and Indemnitee in connection with the action orinaction which resulted in such losses, claims, damages, expenses orliabilities, as well as any other relevant equitable considerations.     (2) In connection with the registration of the Company’s securities, therelative benefits received by the Company and Indemnitee shall be deemed to be inthe same respective proportions that the net proceeds from the offering (beforededucting expenses) received by the Company and Indemnitee, in each case as setforth in the table on the cover page of the applicable prospectus, bear to theaggregate public offering price of the securities so offered. The relative fault ofthe Company and Indemnitee shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by theCompany or Indemnitee and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. TheCompany and Indemnitee agree that it would not be just and equitable if contributionpursuant to this Section 4(g) were determined by pro rata or per capita allocationor by any other method of allocation which does not take account of the equitableconsiderations referred to in the immediately preceding paragraph.
 

 
     (3) In connection with the registration of the Company’s securities, in noevent shall Indemnitee be required to contribute any amount under this Section 4(g)in excess of the lesser of:     (A) that proportion of the total of such losses, claims, damages orliabilities indemnified against equal to the proportion of the totalsecurities sold under such registration statement which is being sold byIndemnitee; or     (B) the proceeds received by Indemnitee from its sale of securitiesunder such registration statement.     (4) Persons found guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Securities Act of 1933) shall only be entitled to contributionfrom any person who was found guilty of such fraudulent misrepresentation.     5. Exceptions     Any other provision herein to the contrary notwithstanding, the Company shall not be obligatedpursuant to the terms of this Agreement:     (a) Claims Under Section 16(b). To indemnify Indemnitee for expenses and thepayment of profits arising from the purchase and sale by Indemnitee of securities inviolation of Section 16(b) of the Exchange Act of 1934 or any similar successor statute; or     (b) Unlawful Indemnification. To indemnify Indemnitee if a final decision by acourt having jurisdiction in the matter shall determine that such indemnification is notlawful.     6. Advancement of Expenses. Notwithstanding any provision to the contrary in Section7, the Company shall advance all reasonable Expenses which, by reason of Indemnitee’s CorporateStatus, were incurred by or on behalf of Indemnitee in connection with any Proceeding, within 20days after the receipt by the Company of a statement or statements from Indemnitee requesting suchadvance or advances, whether prior to or after final disposition of such Proceeding. Suchstatement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall bepreceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses if itshall ultimately be determined that Indemnitee is not entitled to be indemnified against suchExpenses. Any advance and undertakings to repay pursuant to this Section 6 shall be unsecured andinterest free.     7. Procedures for Determination of Entitlement to Indemnification.     (a) Initial Request. To obtain indemnification under this Agreement,Indemnitee shall submit to the Company a written request, including therein or therewithsuch documentation and information as is reasonably available to Indemnitee and isreasonably necessary to determine whether and to what extent Indemnitee is entitled to
 

 
indemnification. The Secretary of the Company shall promptly advise the Board inwriting that Indemnitee has requested indemnification.     (b) Method of Determination. A determination (if required by applicable law)with respect to Indemnitee’s entitlement to indemnification shall be made as follows:     (1) if a Change in Control has occurred, unless Indemnitee shall request inwriting that such determination be made in accordance with clause (2) of thisSection 7(b), the determination shall be made by Independent Counsel in a writtenopinion to the Board, a copy of which shall be delivered to Indemnitee;     (2) if a Change of Control has not occurred, the determination shall be made bythe Board by a majority vote of Disinterested Directors, even though less than aquorum. In the event that there are no Disinterested Directors or if suchDisinterested Directors so direct, the determination shall be made by IndependentCounsel in a written opinion to the Board, a copy of which shall be delivered toIndemnitee.     (c) Selection, Payment, Discharge, of Independent Counsel. In the event thedetermination of entitlement to indemnification is to be made by Independent Counselpursuant to Section 7(b) of this Agreement, the Independent Counsel shall be selected, paidand discharged in the following manner:     (1) If a Change of Control has not occurred, the Independent Counsel shall beselected by the Board, and the Company shall give written notice to Indemniteeadvising Indemnitee of the identity of the Independent Counsel so selected.     (2) If a Change of Control has occurred, the Independent Counsel shall beselected by Indemnitee (unless Indemnitee shall request that such selection be madeby the Board, in which event clause (1) of this Section 7(c) shall apply), andIndemnitee shall give written notice to the Company advising it of the identity ofthe Independent Counsel so selected.     (3) Following the initial selection described in clauses (1) and (2) of thisSection 7(c), Indemnitee or the Company, as the case may be, may, within seven daysafter such written notice of selection has been given, deliver to the other party awritten objection to such selection. Such objection may be asserted only on theground that the Independent Counsel so selected does not meet the requirements of“Independent Counsel” as defined in this Agreement, and the objection shall setforth with particularity the factual basis of such assertion. Absent a proper andtimely objection, the person so selected shall act as Independent Counsel. If suchwritten objection is made, the Independent Counsel so selected may not serve asIndependent Counsel unless and until a court has determined that such objection iswithout merit.     (4) Either the Company or Indemnitee may petition any court of competentjurisdiction if the parties have been unable to agree on the selection of
 

 
Independent Counsel within 20 days after submission by Indemnitee of a writtenrequest for indemnification pursuant to Section 7(a) of this Agreement. Suchpetition may request a determination whether an objection to the party’s selectionis without merit and/or seek the appointment as Independent Counsel of a personselected by the Court or by such other person as the Court shall designate. Aperson so appointed shall act as Independent Counsel under Section 7(b) of thisAgreement.     (5) The Company shall pay any and all reasonable fees and expenses ofIndependent Counsel incurred by such Independent Counsel in connection with actingpursuant to this Agreement, and the Company shall pay all reasonable fees andexpenses incident to the procedures of this Section 7(c), regardless of the mannerin which such Independent Counsel was selected or appointed.     (6) Upon the due commencement of any judicial proceeding or arbitrationpursuant to Section 9(c) of this Agreement, Independent Counsel shall be dischargedand relieved of any further responsibility in such capacity (subject to theapplicable standards of professional conduct then prevailing).     (d) Cooperation. Indemnitee shall cooperate with the person, persons or entitymaking the determination with respect to Indemnitee’s entitlement to indemnification underthis Agreement, including providing to such person, persons or entity upon reasonableadvance request any documentation or information which is not privileged or otherwiseprotected from disclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or expenses (including attorneys’ fees anddisbursements) incurred by Indemnitee in so cooperating with the person, persons or entitymaking such determination shall be borne by the Company (irrespective of the determinationas to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies andagrees to hold Indemnitee harmless therefrom.     (e) Payment. If it is determined that Indemnitee is entitled toindemnification, payment to Indemnitee shall be made within 10 days after suchdetermination.     8. Presumptions and Effect of Certain Proceedings.     (a) Burden of Proof. In making a determination with respect to entitlement toIndemnification hereunder, the person or persons or entity making such determination shallpresume that Indemnitee is entitled to indemnification under this Agreement if Indemniteehas submitted a request for indemnification in accordance with Section 7(a), and the Companyshall have the burden of proof to overcome that presumption in connection with the making byany person, persons or entity of any determination contrary to that presumption.     (b) Effect of Other Proceedings. The termination of any Proceeding or of anyclaim, issue or matter therein, by judgment, order, settlement or conviction, or upon a pleaof *nolo contendere*or its equivalent, shall not (except as otherwise expressly
 

 
provided in this Agreement) of itself adversely affect the right of Indemnitee toindemnification or create a presumption that Indemnitee did not act in Good Faith.     (c) Reliance as Safe Harbor. For purposes of any determination of Good Faith,Indemnitee shall be deemed to have acted in Good Faith if Indemnitee’s action is based onthe records or books of account of the Enterprise, including financial statements, or oninformation supplied to Indemnitee by the officers of the Enterprise in the course of theirduties, or on the advice of legal counsel for the Enterprise or on information or recordsgiven or reports made to the Enterprise by an independent certified public accountant or byan appraiser or other expert selected with reasonable care by the Enterprise. Theprovisions of this Section 8(c) shall not be deemed to be exclusive or to limit in any waythe other circumstances in which the Indemnitee may be deemed to have met the applicablestandard of conduct set forth in this Agreement.     (d) Actions of Others. The knowledge and/or actions, or failure to act, of anydirector, officer, agent or employee of the Enterprise shall not be imputed to Indemniteefor purposes of determining the right to indemnification under this Agreement.     9. Remedies of Indemnitee.     (a) Application. This Section 9 shall apply in the event of a Dispute. Forpurposes of this article, “Dispute” shall mean any of the following events:     (1) a determination is made pursuant to Section 7 of this Agreement thatIndemnitee is not entitled to indemnification under this Agreement;     (2) advancement of Expenses is not timely made pursuant to Section 6 of thisAgreement;     (3) if the determination of entitlement to be made pursuant to Section 7(b) ofthis Agreement is to be made by the Board and the Board has not made suchdetermination within 60 days after receipt by the Company of the request forindemnification;     (4) if the determination of entitlement to be made pursuant to Section 7(b) ofthis Agreement is to be made by Independent Counsel and Independent Counsel has notmade such determination within 90 days after receipt by the Company of the requestfor indemnification;     (5) payment of indemnification is not made pursuant to Section 4(e) of thisAgreement within 10 days after receipt by the Company of a written request therefor;or     (6) payment of indemnification is not made within 10 days after a determinationhas been made that Indemnitee is entitled to indemnification or such determinationis deemed to have been made pursuant to Section 7 of this Agreement.
 

 
     (b) Adjudication. In the event of a Dispute, Indemnitee shall be entitled toan adjudication in an appropriate court in the State of Delaware, or in any other court ofcompetent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementof Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award inarbitration to be conducted by a single arbitrator pursuant to the rules of the AmericanArbitration Association. Indemnitee shall commence such proceeding seeking an adjudicationor an award in arbitration within 180 days following the date on which Indemnitee first hasthe right to commence such proceeding pursuant to this Section 9(b). The Company shall notoppose Indemnitee’s right to seek any such adjudication or award in arbitration.     (c) De Novo Review. In the event that a determination shall have been madepursuant to Section 7 of this Agreement that Indemnitee is not entitled to indemnification,any judicial proceeding or arbitration commenced pursuant to this Section 9 shall beconducted in all respects as a *de novo*trial, or arbitration, on the merits, and Indemniteeshall not be prejudiced by reason of that adverse determination. In any such proceeding orarbitration, the Company shall have the burden of proving that Indemnitee is not entitled toindemnification or advancement of Expenses, as the case may be.     (d) Company Bound. If a determination shall have been made or deemed to havebeen made pursuant to Section 7 of this Agreement that Indemnitee is entitled toindemnification, the Company shall be bound by such determination in any judicial proceedingor arbitration absent (i) a misstatement by Indemnitee of a material fact, or an omission ofa material fact necessary to make Indemnitee’s statement not materially misleading inconnection with the request for indemnification or (ii) a prohibition of suchindemnification under applicable law.     (e) Procedures Valid. The Company shall be precluded from asserting in anyjudicial proceeding or arbitration commenced pursuant to this Section 9 that the proceduresand presumptions of this Agreement are not valid, binding and enforceable and shallstipulate in any such court or before any such arbitrator that the Company is bound by allof the provisions of this Agreement.     (f) Expenses of Adjudication. In the event that Indemnitee, pursuant to thisSection 9, seeks a judicial adjudication of or an award in arbitration to enforceIndemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemniteeshall be entitled to recover from the Company, and shall be indemnified by the Companyagainst, any and all expenses (of the types described in the definition of Expenses in thisAgreement) actually and reasonably incurred by Indemnitee in such adjudication orarbitration, but only if Indemnitee prevails therein. If it shall be determined in suchadjudication or arbitration that Indemnitee is entitled to receive part but not all of theindemnification or advancement of expenses sought, the expenses incurred by Indemnitee inconnection with such adjudication or arbitration shall be appropriately prorated.
 

 
     10. Non-exclusivity, Insurance, Subrogation.     (a) Non-Exclusivity. The rights of indemnification and to receive advancementof Expenses as provided by this Agreement shall not be deemed exclusive of any other rightsto which Indemnitee may at any time be entitled under applicable law, the Certificate ofIncorporation, the Bylaws, any agreement, a vote of stockholders or a resolution ofdirectors, or otherwise. No amendment, alteration, rescission or replacement of thisAgreement or any provision hereof shall be effective as to Indemnitee with respect to anyaction taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to suchamendment, alteration, rescission or replacement.     (b) Insurance. The Company may maintain an insurance policy or policiesagainst liability arising out of this Agreement or otherwise.     (c) Subrogation. In the event of any payment under this Agreement, the Companyshall be subrogated to the extent of such payment to all of the rights of recovery ofIndemnitee, who shall execute all papers required and take all action necessary to securesuch rights, including execution of such documents as are necessary to enable the Company tobring suit to enforce such rights.     (d) No Duplicative Payment. The Company shall not be liable under thisAgreement to make any payment of amounts otherwise indemnifiable hereunder if and to theextent that Indemnitee has otherwise actually received such payment under any insurancepolicy, contract, agreement or otherwise.     11. Miscellaneous Provisions.     (a) Entire Agreement. This Agreement contains the entire understanding betweenthe parties hereto with respect to the subject matter hereof and supersedes any priorunderstandings, agreements or representations, written or oral, relating to the subjectmatter hereof.     (b) Counterparts. This Agreement may be executed in separate counterparts,each of which will be an original and all of which taken together shall constitute one andthe same agreement, and any party hereto may execute this Agreement by signing any suchcounterpart.     (c) Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable under anyapplicable law or rule, the validity, legality and enforceability of the other provision ofthis Agreement will not be affected or impaired thereby.     (d) Successors and Assigns. This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective heirs, personal representatives andsuccessors and assigns.
 

 
     (e) Modification, Amendment, Waiver or Termination. No provision of thisAgreement may be modified, amended, waived or terminated except by an instrument in writingsigned by the parties to this Agreement. No course of dealing between the parties willmodify, amend, waive or terminate any provision of this Agreement or any rights orobligations of any party under or by reason of this Agreement.     (f) Notices. All notices, consents, requests, instructions, approvals or othercommunications provided for herein shall be in writing and delivered by personal delivery,overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party atthe address set forth herein. All such communications shall be effective when received.If to the Company:Ryuji Ueno, M.D., Ph.D., Ph.D.