OF ACTION BY EXECUTIVE AGAINST THE COMPANY, WHETHER BASED ON THIS
AGREEMENT OR
OTHERWISE, SHALL NOT CREATE A DEFENSE TO THE ENFORCEMENT BY THE
COMPANY OF ANY RESTRICTIVE COVENANT CONTAINED HEREIN.
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19.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING
EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAW.
20.
EACH OF THE PARTIES AGREES TO DO AND PERFORM OR CAUSE TO BE DONE
AND PERFORMED ALL FURTHER ACTS AND SHALL EXECUTE AND DELIVER ALL OTHER DOCUMENTS
NECESSARY ON ITS PART TO CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES OF
THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY.
21.
THE COMPANY SHALL REIMBURSE EXECUTIVE UP TO AN AGGREGATE OF
$15,000 FOR LEGAL AND TAX CONSULTATION FEES AND EXPENSES INCURRED BY EXECUTIVE
IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
22.
ALL RIGHTS THAT EXECUTIVE HAS UNDER ANY OPTION AGREEMENT SHALL
CONTINUE AFTER THE RETIREMENT DATE IN ACCORDANCE WITH THE TERMS OF SUCH
AGREEMENT.
23.
THIS AGREEMENT SHALL BE BINDING UPON THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF EXECUTIVE AND HIS
SPOUSE, HEIRS, SUCCESSORS, ASSIGNS, EXECUTORS, PERSONAL REPRESENTATIVES, OR
OTHER LEGAL REPRESENTATIVES.
24.
IN THE EVENT OF EXECUTIVE'S DEATH, THE COMPANY SHALL PAY TO
EXECUTIVE'S ESTATE OR LEGAL REPRESENTATIVE ANY UNPAID AMOUNTS SET FORTH IN
PARAGRAPHS 2 AND 4 OF THIS AGREEMENT, AND ALLOW HIS DEPENDENTS TO CONTINUE TO
RECEIVE THE HEALTH CARE BENEFITS SET FORTH IN PARAGRAPH 3 THAT THEY WERE
RECEIVING PRIOR TO HIS DEATH UNTIL THE EXPIRATION OF THE POST-RETIREMENT PERIOD.
25.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO CONCERNING THE SUBJECT MATTER HEREOF AND MAY NOT BE CHANGED OR TERMINATED
WITHOUT THE WRITTEN CONSENT OF EACH OF THE PARTIES.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have each executed this Agreement as of the date
first written above.
SAVIENT PHARMACEUTICALS, INC.
By:
/s/ Christopher Clement
Name:
Christopher Clement
Title:
President and Chief Operating Officer
/s/ Sim Fass
Sim Fass
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