FOR THE EASTERN
DISTRICT OF PENNSYLVANIA, OR IF THAT COURT DOES NOT HAVE OR WILL NOT ACCEPT
JURISDICTION, IN ANY COURT OF GENERAL JURISDICTION IN THE COMMONWEALTH OF
PENNSYLVANIA, AND THE EMPLOYEE AND THE COMPANY HEREBY CONSENT TO THE PERSONAL
AND EXCLUSIVE JURISDICTION OF SUCH COURTS AND HEREBY WAIVE ANY OBJECTIONS THAT
THEY MAY HAVE TO PERSONAL JURISDICTION, THE LAYING OF VENUE OF ANY SUCH
PROCEEDING AND ANY CLAIM OR DEFENSE OF INCONVENIENT FORUM.
7.5.
WAIVERS; SEPARABILITY.
THE WAIVER BY EITHER PARTY HERETO OF ANY RIGHT
HEREUNDER OR ANY FAILURE TO PERFORM OR BREACH BY THE OTHER PARTY HERETO SHALL
NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER OR ANY OTHER FAILURE OR
BREACH BY THE OTHER PARTY HERETO, WHETHER OF THE SAME OR A SIMILAR NATURE OR
OTHERWISE.
NO WAIVER SHALL BE DEEMED TO HAVE OCCURRED UNLESS SET FORTH IN A
WRITING EXECUTED BY OR ON BEHALF OF THE WAIVING PARTY.
NO SUCH WRITTEN WAIVER
SHALL BE DEEMED A CONTINUING WAIVER UNLESS SPECIFICALLY STATED THEREIN, AND EACH
SUCH WAIVER SHALL OPERATE ONLY AS TO THE SPECIFIC TERM OR CONDITION WAIVED.
IF
ANY PROVISION OF THIS AGREEMENT SHALL BE DECLARED TO BE INVALID OR
UNENFORCEABLE, IN WHOLE OR IN PART, SUCH INVALIDITY OR UNENFORCEABILITY SHALL
NOT AFFECT THE REMAINING PROVISIONS HEREOF WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
7.6.
NOTICES.
ALL NOTICES AND COMMUNICATIONS THAT ARE REQUIRED OR PERMITTED TO
BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN WHEN DELIVERED
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PERSONALLY OR UPON MAILING BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, AS FOLLOWS:
If to the Company, to:
Neose Technologies, Inc.
102 Rock Road
Horsham PA 19044
Attn: General Counsel
Fax: 215-315-9100
With a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103
Attn: Barry M. Abelson, Esquire
Fax: 215-981-4750
If to Employee, to:
or to such other address as may be specified in a notice given by one party to
the other party hereunder.
7.7.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE ATTACHED EXHIBIT
CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE
PROVISION OF SEVERANCE BENEFITS UPON TERMINATION, AND MERGES AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY
NATURE RELATING TO THAT SUBJECT, INCLUDING WITHOUT LIMITATION THE RETENTION
AGREEMENT DATED
, THE NONCOMPETITION AND CONFIDENTIALITY
AGREEMENT DATED
, AND THE ORIGINAL AGREEMENT BETWEEN THE
EMPLOYEE AND COMPANY.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY
AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
7.8.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY PAYMENTS DUE TO EMPLOYEE
HEREUNDER, ALL TAXES, FICA OR OTHER AMOUNTS REQUIRED TO BE WITHHELD PURSUANT TO
ANY APPLICABLE LAW.
7.9.
HEADINGS DESCRIPTIVE.
THE HEADINGS OF SECTIONS AND PARAGRAPHS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE
MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
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7.10.
COUNTERPARTS.
THIS AGREEMENT MAY BE