REIMBURSE MR. BARBERICH
FOR REASONABLE TRAVEL, FOOD AND LODGING EXPENSES FOR ANY COOPERATION PROVIDED
AFTER THE TERM UNDER THIS SECTION 10.
5
11.
INDEMNIFICATION.
NOTHING CONTAINED IN THIS AGREEMENT SHALL
CONSTITUTE A RELINQUISHMENT OR WAIVER BY MR. BARBERICH OF HIS RIGHT TO BE
INDEMNIFIED BY THE COMPANY PURSUANT TO THE TERMS OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED (THE "INDEMNIFICATION PROVISIONS"),
WITH RESPECT TO CONDUCT OR EVENTS OCCURRING DURING, OR RELATING TO, HIS
EMPLOYMENT BY, OR WHILE SERVING AS A DIRECTOR OF, SEPRACOR, OR OF ANY RIGHT THAT
HE MAY HAVE UNDER, OR WITH RESPECT TO, THE COMPANY'S DIRECTORS AND OFFICERS
LIABILITY INSURANCE POLICIES.
12.
BINDING NATURE OF AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE HEIRS,
ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS.
13.
USE OF THE AGREEMENT AS EVIDENCE.
THIS AGREEMENT MAY NOT BE USED
AS EVIDENCE IN ANY SUBSEQUENT PROCEEDING OF ANY KIND, EXCEPT ONE IN WHICH EITHER
PARTY ALLEGES A BREACH OF THE TERMS OF THIS AGREEMENT OR ELECTS TO USE THIS
AGREEMENT AS A DEFENSE TO ANY CLAIM.
14.
ENTIRE AGREEMENT; MODIFICATIONS.
WITH THE EXCEPTION OF THE STOCK
OPTION AND RESTRICTED STOCK AGREEMENTS BETWEEN THE COMPANY AND MR. BARBERICH,
THE COMPANY'S STOCK OPTION AND INCENTIVE STOCK PLAN UNDER WHICH SUCH EQUITY
INCENTIVES WERE GRANTED, THE EMPLOYEE, NON-DISCLOSURE AGREEMENT EXECUTED BY
MR. BARBERICH, DATED JUNE 27, 1985, AND THE ERA, WHICH WILL SURVIVE AND REMAIN
IN FULL FORCE AND EFFECT, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY, AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS COMMUNICATIONS, E-MAILS, AGREEMENTS, REPRESENTATIONS,
UNDERSTANDINGS OR NEGOTIATIONS BETWEEN MR. BARBERICH, THE COMPANY AND/OR THEIR
AGENTS AND ATTORNEYS.
THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN
AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES HERETO.
NO WAIVER OF THIS AGREEMENT OR ANY PROVISION HEREOF SHALL BE BINDING UPON THE
PARTY AGAINST WHOM ENFORCEMENT OF SUCH WAIVER IS SOUGHT UNLESS IT IS MADE IN
WRITING AND SIGNED BY OR ON BEHALF OF SUCH PARTY.
15.
FURTHER ASSURANCES.
THE PARTIES AGREE TO EXECUTE, ACKNOWLEDGE (IF
REASONABLY REQUESTED), AND DELIVER SUCH DOCUMENTS, CERTIFICATES OR OTHER
INSTRUMENTS AND TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY REQUIRED FROM TIME
TO TIME TO CARRY OUT THE INTENTS AND PURPOSES OF THIS AGREEMENT, PROVIDED THEY
DO NOT IMPOSE ANY MATERIAL ADDITIONAL OBLIGATIONS UPON EITHER PARTY.
16.
ACKNOWLEDGMENTS AND OTHER TERMS.
MR. BARBERICH AGREES THAT HE HAS
CAREFULLY READ AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT, THAT HE
HAS BEEN ADVISED TO CONSULT WITH AND HAS CONSULTED WITH AN ATTORNEY, AND THAT HE
IS VOLUNTARILY ENTERING THIS AGREEMENT.
MR. BARBERICH FURTHER REPRESENTS AND
ACKNOWLEDGES THAT IN EXECUTING THIS AGREEMENT, HE IS NOT RELYING AND HAS NOT
RELIED UPON ANY REPRESENTATION OR STATEMENT MADE BY THE COMPANY WITH REGARD TO
THE SUBJECT MATTER, BASIS OR EFFECT OF THIS AGREEMENT.
17.
INTERPRETATION.
THE LANGUAGE OF ALL PARTS OF THIS AGREEMENT SHALL
IN ALL CASES BE