OF PAYMENTS.
ALL PAYMENTS
PROVIDED UNDER THIS PLAN, OTHER THAN PAYMENTS MADE PURSUANT TO ANY OTHER
PARTICIPATING COMPANY GROUP EMPLOYEE BENEFIT PLAN WHICH PROVIDES OTHERWISE,
SHALL BE PAID IN CASH FROM THE GENERAL FUNDS OF THE PARTICIPATING COMPANY GROUP,
AND NO SPECIAL OR SEPARATE FUND SHALL BE ESTABLISHED, AND NO OTHER SEGREGATION
OF ASSETS MADE, TO ASSURE PAYMENT.
TO THE EXTENT THAT ANY PERSON ACQUIRES A
RIGHT TO RECEIVE PAYMENTS FROM THE PARTICIPATING COMPANY GROUP HEREUNDER, SUCH
RIGHT SHALL BE NO GREATER THAN THE RIGHT OF AN UNSECURED CREDITOR OF THE
PARTICIPATING COMPANY GROUP.
8.4
NOTICE.
FOR THE PURPOSE OF THIS PLAN,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS PLAN SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR MAILED BY
OVERNIGHT COURIER OR UNITED STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, ADDRESSED TO THE PLAN ADMINISTRATOR, COMBIMATRIX CORPORATION,
6500 HARBOUR HEIGHTS PKWY., SUITE #303, MUKILTEO, WA 98275, WITH A COPY TO THE
CHIEF FINANCIAL OFFICER OF THE COMPANY, OR TO A PARTICIPANT AT THE ADDRESS SET
FORTH IN THE PARTICIPATING COMPANY GROUP'S PAYROLL RECORDS OR TO SUCH OTHER
ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE
HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT.
8.5
NONALIENATION OF BENEFITS.
NO BENEFIT
UNDER THE PLAN MAY BE ASSIGNED, TRANSFERRED, PLEDGED AS SECURITY FOR
INDEBTEDNESS OR OTHERWISE ENCUMBERED BY ANY PARTICIPANT OR SUBJECT TO ANY LEGAL
PROCESS FOR THE PAYMENT OF ANY CLAIM AGAINST A PARTICIPANT.
8.6
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS PLAN SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS PLAN, WHICH SHALL REMAIN IN FULL
FORCE AND EFFECT.
8.7
HEADINGS.
THE HEADINGS CONTAINED IN
THIS PLAN ARE INTENDED SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL NOT AFFECT
THE RIGHTS OF THE PARTIES TO THIS PLAN.
8.8
GOVERNING LAW.
THIS PLAN SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON
TO THE EXTENT SUCH LAWS ARE NOT PREEMPTED BY ERISA.
SECTION 9.
SUCCESSORS; BINDING
AGREEMENT.
9.1
ASSUMPTION BY SUCCESSOR.
THE COMPANY
WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR
ASSETS OF THE COMPANY EXPRESSLY TO ASSUME AND TO AGREE TO PERFORM THE
OBLIGATIONS UNDER THIS PLAN IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE;
PROVIDED, HOWEVER, THAT NO SUCH ASSUMPTION SHALL RELIEVE THE COMPANY OF ITS
OBLIGATIONS HEREUNDER.
AS USED IN THIS SECTION 9, THE "COMPANY" SHALL INCLUDE
THE COMPANY AS DEFINED IN SECTION 1.9 AND ANY SUCCESSOR TO ITS BUSINESS AND/OR
ASSETS WHICH ASSUMES AND AGREES TO PERFORM THE OBLIGATIONS ARISING UNDER THIS
PLAN BY OPERATION OF LAW OR OTHERWISE.
9.2
ENFORCEABILITY; BENEFICIARIES.
THIS
PLAN SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EACH PARTICIPANT (AND
SUCH