RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS UNDERSTANDINGS AND AGREEMENTS, WRITTEN OR ORAL, BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE
AMENDED EXCEPT IN A WRITTEN DOCUMENT SIGNED BY YOU AND THE COMPANY.
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5.4
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OR PORTION OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID OR
UNENFORCEABLE FOR ANY REASON, IN WHOLE OR IN PART, THE REMAINING PROVISIONS OF
THIS AGREEMENT SHALL BE UNAFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND
EFFECT TO THE FULLEST EXTENT PERMITTED BY LAW AND ANY SUCH INVALIDITY OR
UNENFORCEABILITY SHALL BE DEEMED REPLACED BY A TERM OR PROVISION DETERMINED BY
THE PARTIES AS COMING CLOSEST TO EXPRESSING THE INTENTION OF THE INVALID OR
UNENFORCEABLE TERM OR PROVISION.
5.5
NOTICE.
ANY NOTICE TO BE GIVEN HEREUNDER
SHALL BE IN WRITING AND DELIVERED EITHER IN PERSON, BY NATIONALLY RECOGNIZED
OVERNIGHT COURIER, OR BY REGISTERED OR CERTIFIED FIRST CLASS MAIL, POSTAGE
PREPAID, ADDRESSED TO SUCH ADDRESS OF THE PARTIES AS SET FORTH ON THE FIRST PAGE
HEREOF.
5.6
HEADINGS.
THE SECTION HEADINGS IN THIS
AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT ITS
INTERPRETATION.
5.7
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
BUT ALL OF WHICH WHEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
5.8
LIABILITY INSURANCE.
LIABILITY INSURANCE
SHALL BE PROVIDED TO YOU BY THE COMPANY TO THE
SAME EXTENT THAT IT IS
PROVIDED TO THE OTHER EXECUTIVE OFFICERS IN THE COMPANY.
5.9
INDEMNIFICATION.
THE COMPANY HEREBY
INDEMNIFIES AND HOLDS YOU HARMLESS AGAINST ANY AND ALL LOSSES, CLAIMS, SUITS,
JUDGMENTS, DAMAGES, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE LEGAL
FEES AND EXPENSES, TO WHICH YOU MAY BECOME SUBJECT IN CONNECTION WITH THE GOOD
FAITH PERFORMANCE OF YOUR RESPONSIBILITIES UNDER THIS AGREEMENT.
THIS PROVISION
WILL SURVIVE TERMINATION OF THIS AGREEMENT.
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John, if the foregoing accurately represents your understanding, please sign
below and return it to us.
Warmest regards,
THE IMMUNE RESPONSE CORPORATION.
By:
ACCEPTED AND AGREED IN ALL RESPECTS:
John Bonfiglio, Ph.D.
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