A PARTY ON ANY ONE OCCASION SHALL BE
EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS A BAR OR WAIVER OF
ANY RIGHT ON ANY OTHER OCCASION.
14.
VALIDITY.
SHOULD ANY PROVISION OF THIS TRANSITION AGREEMENT BE DECLARED
OR BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL OR
INVALID, THE VALIDITY OF THE REMAINING PARTS, TERMS OR PROVISIONS SHALL NOT BE
AFFECTED THEREBY AND SAID ILLEGAL AND/OR INVALID PART, TERM OR PROVISION SHALL
BE DEEMED NOT TO BE A PART OF THIS TRANSITION AGREEMENT.
15.
COOPERATION.
DR. LETTS AGREES TO COOPERATE WITH THE COMPANY IN THE
INVESTIGATION, DEFENSE OR PROSECUTION OF ANY CLAIMS OR ACTIONS NOW IN EXISTENCE
OR WHICH MAY BE BROUGHT IN THE FUTURE AGAINST OR ON BEHALF OF THE COMPANY.
HIS
COOPERATION IN CONNECTION WITH SUCH CLAIMS OR ACTIONS SHALL INCLUDE, BUT NOT BE
LIMITED TO, BEING AVAILABLE TO MEET WITH THE COMPANY'S COUNSEL TO PREPARE FOR
DISCOVERY OR ANY MEDIATION, ARBITRATION, TRIAL, ADMINISTRATIVE HEARING OR OTHER
PROCEEDING OR TO ACT AS A WITNESS WHEN REASONABLY REQUESTED BY THE COMPANY AT
MUTUALLY AGREEABLE TIMES AND AT LOCATIONS MUTUALLY CONVENIENT TO YOU AND THE
COMPANY.
16.
VOLUNTARY ASSENT.
DR. LETTS AFFIRMS THAT NO OTHER PROMISES OR AGREEMENTS
OF ANY KIND HAVE BEEN MADE TO OR WITH HIM BY ANY PERSON OR ENTITY WHATSOEVER TO
CAUSE HIM TO SIGN THIS TRANSITION AGREEMENT, AND THAT HE FULLY UNDERSTAND THE
MEANING AND INTENT OF THIS AGREEMENT.
DR. LETTS STATES AND REPRESENTS THAT HE
HAS HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE TERMS OF THIS TRANSITION
AGREEMENT AND EXHIBIT A WITH AN ATTORNEY.
DR. LETTS FURTHER STATES AND
REPRESENTS THAT HE HAS CAREFULLY READ THIS TRANSITION AGREEMENT, INCLUDING
EXHIBIT A HERETO, UNDERSTAND THE CONTENTS THEREIN, FREELY AND VOLUNTARILY ASSENT
TO ALL OF THE TERMS AND CONDITIONS HEREOF, AND SIGNS HIS NAME OF HIS OWN FREE
ACT.
17.
APPLICABLE LAW.
THIS TRANSITION AGREEMENT SHALL BE INTERPRETED AND
CONSTRUED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS.
THE PARTIES HEREBY IRREVOCABLY SUBMIT TO AND
ACKNOWLEDGE AND RECOGNIZE THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS, OR IF APPROPRIATE, A FEDERAL COURT LOCATED IN MASSACHUSETTS
(WHICH COURTS, FOR PURPOSES OF THIS TRANSITION AGREEMENT, ARE THE ONLY COURTS OF
COMPETENT JURISDICTION), OVER ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS TRANSITION AGREEMENT OR THE SUBJECT MATTER
HEREOF.
18.
ENTIRE AGREEMENT.
THIS TRANSITION AGREEMENT, TOGETHER WITH EXHIBIT A,
CONTAINS AND CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE
PARTIES HERETO AND CANCELS ALL PREVIOUS ORAL AND WRITTEN NEGOTIATIONS,
AGREEMENTS, COMMITMENTS AND WRITINGS IN
5
CONNECTION THEREWITH.
NOTHING IN THIS PARAGRAPH, HOWEVER, SHALL MODIFY, CANCEL
OR SUPERSEDE DR. LETTS'S OBLIGATIONS SET FORTH IN PARAGRAPHS 10 AND 11 ABOVE.
NITROMED, INC.
L. GORDON LETTS, Ph.D.
By:
/s/ Kenneth M. Bate
/s/ L. Gordon Letts, Ph.D.
Name: Kenneth M. Bate
Title: President and CEO
Date:
5/21/07
Date:
5/21/2007
6
EXHIBIT A
RELEASE OF CLAIMS