DEEMED TO BE EVIDENCE OF, AN
ADMISSION OF LIABILITY OR WRONGDOING BY ANY AND/OR ALL OF THE COMPANY RELEASEES,
AND ANY SUCH LIABILITY OR WRONGDOING IS HEREBY EXPRESSLY DENIED BY EACH OF THE
COMPANY RELEASEES.
16.
ASSIGNMENT:
THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS, HEIRS,
EXECUTORS AND ADMINISTRATORS, AS THE CASE MAY BE; PROVIDED THAT, AS THE COMPANY
HAS SPECIFICALLY CONTRACTED FOR YOUR SERVICES, YOU MAY NOT ASSIGN OR DELEGATE
YOUR OBLIGATIONS UNDER THIS AGREEMENT EITHER IN WHOLE OR IN PART WITHOUT THE
COMPANY'S PRIOR WRITTEN CONSENT.
17.
GOVERNING LAW; SEVERABILITY:
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
EXCLUDING THAT BODY OF LAW APPLICABLE TO CHOICE OF LAW.
IF ANY PROVISION OF
THIS AGREEMENT IS FOR ANY REASON FOUND BY A COURT OF COMPETENT JURISDICTION TO
BE UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AND EFFECT.
18.
COMPLETE UNDERSTANDING; MODIFICATION:
YOU ACKNOWLEDGE THAT, IN
CONNECTION WITH YOUR RESIGNATION AS CHIEF EXECUTIVE OFFICER, THE CHANGE OF
CONTROL AGREEMENT BETWEEN YOU AND THE COMPANY, DATED MAY 7, 2007, TERMINATED IN
ACCORDANCE WITH SECTION 6 THEREOF.
YOU FURTHER ACKNOWLEDGE THAT, EXCEPT WITH
RESPECT TO THE OPTION AGREEMENT, THE NON-COMPETITION AGREEMENT AND THE
NON-DISCLOSURE AGREEMENT, THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND MAY
NOT BE CHANGED UNLESS MUTUALLY AGREED UPON IN WRITING BY BOTH PARTIES.
19.
NOTICES:
ANY NOTICES REQUIRED OR PERMITTED HEREUNDER SHALL BE
GIVEN TO THE APPROPRIATE PARTY AT THE ADDRESS SPECIFIED BELOW OR AT SUCH OTHER
ADDRESS AS THE PARTY SHALL SPECIFY
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IN WRITING.
SUCH NOTICE SHALL BE DEEMED GIVEN UPON PERSONAL DELIVERY TO THE
APPROPRIATE ADDRESS OR SENT BY CERTIFIED OR REGISTERED MAIL, THREE DAYS AFTER
THE DATE OF MAILING PROVIDED THAT NOTICE OF CHANGE OF ADDRESS SHALL BE DEEMED
EFFECTIVE ONLY UPON RECEIPT.
20.
EFFECTIVE DATE:
AFTER SIGNING THIS LETTER, YOU MAY REVOKE THIS
AGREEMENT FOR A PERIOD OF SEVEN DAYS FOLLOWING SAID EXECUTION, BY PROVIDING
WRITTEN NOTIFICATION OF SUCH REVOCATION TO ROBERT F. HIGGINS, WHICH SHALL BE
RECEIVED NO LATER THAN SEVEN DAYS FOLLOWING SAID EXECUTION.
THE AGREEMENT SHALL
NOT BECOME EFFECTIVE OR ENFORCEABLE AND NO PAYMENTS WILL BE MADE PURSUANT TO
THIS AGREEMENT UNTIL THIS REVOCATION PERIOD HAS EXPIRED ("EFFECTIVE DATE").
Remainder of Page Intentionally Left Blank
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
first written above.
Helicos BioSciences Corporation
Stanley N. Lapidus
By:
By:
Title:
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