AREA OR BY REASON
OF IT BEING TOO
EXTENSIVE IN ANY OTHER RESPECT OR FOR ANY OTHER REASON, IT WILL BE INTERPRETED
TO EXTEND ONLY OVER THE LONGEST PERIOD OF TIME FOR WHICH IT MAY BE ENFORCEABLE
AND/OR OVER THE LARGEST GEOGRAPHIC AREA AS TO WHICH IT MAY BE ENFORCEABLE AND/OR
TO THE MAXIMUM EXTENT IN ALL OTHER ASPECTS AS TO WHICH IT MAY BE ENFORCEABLE,
ALL AS DETERMINED BY SUCH COURT.
(D)
AFFILIATES.
WHEN USED IN THIS SECTION 8, THE TERM "EMPLOYER"
INCLUDES INTERLEUKIN GENETICS, INC.
AND ALL AFFILIATES, PARENTS, AND
SUBSIDIARIES OF INTERLEUKIN GENETICS, INC.
10.
MISCELLANEOUS.
(A)
WITHHOLDINGS.
ALL PAYMENTS TO EMPLOYEE HEREUNDER SHALL BE MADE
AFTER REDUCTION FOR ALL FEDERAL, STATE AND LOCAL WITHHOLDING AND PAYROLL TAXES,
ALL AS DETERMINED UNDER APPLICABLE LAW AND REGULATIONS, AND EMPLOYER SHALL MAKE
ALL REPORTS AND SIMILAR FILINGS REQUIRED BY SUCH LAW AND REGULATIONS WITH
RESPECT TO SUCH PAYMENTS, WITHHOLDINGS AND TAXES.
(B)
TAXATION.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYER DOES NOT
GUARANTEE THE TAX TREATMENT OR TAX CONSEQUENCES ASSOCIATED WITH ANY PAYMENT OR
BENEFIT ARISING UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CONSEQUENCES
RELATED TO SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
EMPLOYER AND EMPLOYEE AGREE THAT BOTH WILL NEGOTIATE IN GOOD FAITH AND
JOINTLY EXECUTE AN AMENDMENT TO MODIFY THIS AGREEMENT TO THE EXTENT NECESSARY TO
COMPLY WITH THE REQUIREMENTS OF CODE SECTION 409A, OR ANY SUCCESSOR STATUTE,
REGULATION AND GUIDANCE THERETO; PROVIDED, THAT NO SUCH AMENDMENT SHALL INCREASE
THE TOTAL FINANCIAL OBLIGATION OF EMPLOYER UNDER THIS AGREEMENT.
(C)
SUCCESSION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
SHALL BE BINDING UPON EMPLOYER, ITS SUCCESSORS AND ASSIGNS.
THE OBLIGATIONS AND
DUTIES OF EMPLOYEE HEREUNDER SHALL BE PERSONAL AND NOT ASSIGNABLE.
(D)
NOTICES.
ANY AND ALL NOTICES, DEMANDS, REQUESTS OR OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN WHEN
PERSONALLY DELIVERED TO OR TRANSMITTED OVERNIGHT EXPRESS DELIVERY OR BY
FACSIMILE TO AND RECEIVED BY THE PARTY TO WHOM SUCH NOTICE IS INTENDED (PROVIDED
THE ORIGINAL THEREOF IS SENT BY MAIL, IN THE MANNER SET FORTH BELOW, ON THE NEXT
BUSINESS DAY AFTER THE FACSIMILE TRANSMISSION IS SENT), OR IN LIEU OF SUCH
PERSONAL DELIVERY OR OVERNIGHT EXPRESS DELIVERY OR FACSIMILE TRANSMISSION, ON
RECEIPT WHEN DEPOSITED IN THE UNITED STATES MAIL, FIRST-CLASS, CERTIFIED OR
REGISTERED, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED TO THE
APPLICABLE PARTY AT THE ADDRESS SET FORTH BELOW SUCH PARTY'S SIGNATURE TO THIS
AGREEMENT.
THE PARTIES MAY CHANGE THEIR RESPECTIVE ADDRESSES FOR THE PURPOSE OF
THIS SECTION 10(D) BY GIVING NOTICE OF SUCH CHANGE TO THE OTHER PARTIES IN THE
MANNER WHICH IS PROVIDED IN THIS SECTION 10(D).
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND IT REPLACES AND
SUPERSEDES ANY PRIOR AGREEMENTS BETWEEN THE PARTIES RELATING TO SAID SUBJECT
MATTER.
(F)
HEADINGS.
THE HEADINGS OF SECTIONS HEREIN ARE USED FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OF CONTENTS HEREOF.