THE INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS
REQUIRED AND SHALL DO EVERYTHING THAT MAY BE
5
NECESSARY TO SECURE SUCH RIGHTS, INCLUDING THE EXECUTION OF SUCH DOCUMENTS
NECESSARY TO ENABLE THE COMPANY EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH
RIGHTS.
13.
NO DUPLICATION OF PAYMENTS.
THE COMPANY
SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO MAKE ANY PAYMENT IN CONNECTION WITH
ANY CLAIM MADE AGAINST THE INDEMNITEE TO THE EXTENT THE INDEMNITEE HAS OTHERWISE
ACTUALLY RECEIVED PAYMENT (UNDER ANY INSURANCE POLICY, BY-LAW OR OTHERWISE) OF
THE AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER.
14.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, INCLUDING ANY DIRECT OR
INDIRECT SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, SPOUSES, HEIRS,
EXECUTORS AND PERSONAL AND LEGAL REPRESENTATIVES.
THIS AGREEMENT SHALL CONTINUE
IN EFFECT REGARDLESS OF WHETHER THE INDEMNITEE CONTINUES TO SERVE AS AN OFFICER
OR DIRECTOR OF THE COMPANY OR OF ANY OTHER ENTERPRISE AT THE COMPANY'S REQUEST.
NOTHING HEREIN SHALL CONFER UPON THE INDEMNITEE ANY RIGHT TO CONTINUE TO SERVE
AS AN OFFICER OR DIRECTOR OF THE COMPANY OR OF ANY OTHER ENTERPRISE.
15.
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE SEVERABLE IN THE EVENT THAT ANY OF THE PROVISIONS HEREOF
(INCLUDING ANY PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) ARE
HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE IN ANY RESPECT, AND THE VALIDITY AND ENFORCEABILITY OF ANY SUCH
PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS HEREOF SHALL
NOT BE IN ANY WAY IMPAIRED AND SHALL REMAIN ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.
16.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
17.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN GIVEN (A) WHEN DELIVERED BY HAND OR (B) IF MAILED BY CERTIFIED OR
REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD DAY AFTER THE DATE ON WHICH
IT IS SO MAILED:
(a)
if to the Indemnitee, to: Richard Selden,
106 Bristol Road, Wellesley, MA 02481, with copy to:
Thomas J. Dougherty, Esq.,
Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, Boston, MA 02108.
(b)
if to the Company, to: Transkaryotic
Therapies, Inc., 700 Main Street, Cambridge, MA 02139, Attn:
President and
Chief Executive Officer.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERCEDES ALL PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN,
BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN RESPECT OF THE
SUBJECT MATTER CONTAINED HEREIN; AND ANY PRIOR AGREEMENT OF THE PARTIES HERETO