SEEKING ACTUAL DAMAGES IN CONNECTION THEREWITH AND THE
TERMINATION OF THE COMPANY'S OBLIGATIONS IN SECTION 4(B), MAY SEEK SPECIFIC
ENFORCEMENT OF ANY SUCH COVENANT IN ANY COURT OF COMPETENT JURISDICTION,
INCLUDING, WITHOUT LIMITATION, BY THE ISSUANCE OF A TEMPORARY OR PERMANENT
INJUNCTION WITHOUT THE NECESSITY OF SHOWING ANY ACTUAL DAMAGES OR POSTING ANY
BOND OR FURNISHING ANY OTHER SECURITY, AND THAT THE SPECIFIC ENFORCEMENT OF THE
PROVISIONS OF THIS AGREEMENT WILL NOT DIMINISH THE EMPLOYEE'S ABILITY TO EARN A
LIVELIHOOD OR CREATE OR IMPOSE UPON THE EMPLOYEE ANY UNDUE HARDSHIP. THE
EMPLOYEE ALSO AGREES THAT ANY
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REQUEST FOR SUCH RELIEF BY THE COMPANY SHALL BE IN ADDITION TO, AND WITHOUT
PREJUDICE TO, ANY CLAIM FOR MONETARY DAMAGES THAT THE COMPANY MAY ELECT TO
ASSERT.
6.
GENERAL PROVISIONS
(A)
NO OTHER SEVERANCE BENEFITS.
EXCEPT AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT, THE EMPLOYEE COVENANTS AND AGREES THAT HE SHALL NOT BE ENTITLED
TO ANY OTHER FORM OF SEVERANCE BENEFITS FROM THE COMPANY, INCLUDING, WITHOUT
LIMITATION, BENEFITS OTHERWISE PAYABLE UNDER THE COMPANY'S REGULAR SEVERANCE
POLICIES, IF ANY, IN THE EVENT HIS EMPLOYMENT HEREUNDER ENDS FOR ANY REASON AND,
EXCEPT WITH RESPECT TO OBLIGATIONS OF THE COMPANY EXPRESSLY PROVIDED FOR HEREIN,
THE EMPLOYEE UNCONDITIONALLY RELEASES THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS, OR ANY OF THEM, FROM ANY AND ALL CLAIMS, LIABILITIES OR
OBLIGATIONS UNDER ANY SEVERANCE ARRANGEMENTS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES.
(B)
TAX WITHHOLDING.
ALL AMOUNTS PAID TO EMPLOYEE HEREUNDER SHALL BE
SUBJECT TO ALL APPLICABLE FEDERAL, STATE AND LOCAL WAGE WITHHOLDING.
(C)
NOTICES.
ANY NOTICE HEREUNDER BY EITHER PARTY TO THE OTHER SHALL
BE GIVEN IN WRITING BY PERSONAL DELIVERY, OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR (IF TO THE COMPANY) BY FACSIMILE, IN ANY CASE DELIVERED TO THE
APPLICABLE ADDRESS SET FORTH BELOW:
(I)
TO THE COMPANY:
LIPID SCIENCES, INC.
7068 KOLL CENTER PARKWAY, SUITE 401
PLEASANTON, CA 94566-3111
FACSIMILE NO.: (925) 249-4000
ATTN: CHAIRMAN OF THE BOARD OF DIRECTORS
With a copy to:
Shearman & Sterling
1080 Marsh Road
Menlo Park, CA 94025
Facsimile No.: (650) 838-3699
Attn: James B. Bucher, Esq.
(II)
TO THE EMPLOYEE:
S. LEWIS MEYER, PH.D.
LAST KNOWN RESIDENTIAL ADDRESS
AND FAX NUMBER ON FILE WITH THE COMPANY
or to such other persons or other addresses as either party may specify to the
other in writing.
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(D)
REPRESENTATION BY THE EMPLOYEE.
THE EMPLOYEE REPRESENTS AND
WARRANTS THAT HIS ENTERING INTO THIS AGREEMENT DOES NOT, AND THAT HIS
PERFORMANCE UNDER THIS AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT, VIOLATE THE PROVISIONS OF ANY AGREEMENT OR
INSTRUMENT TO WHICH THE EMPLOYEE IS A PARTY OR ANY DECREE, JUDGMENT OR ORDER TO
WHICH THE EMPLOYEE IS SUBJECT, AND THAT THIS AGREEMENT CONSTITUTES A VALID AND
BINDING OBLIGATION OF THE EMPLOYEE IN ACCORDANCE WITH ITS TERMS.
BREACH OF THIS
REPRESENTATION WILL RENDER ALL OF THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT
VOID AB INITIO.
(E)
ASSIGNMENT; ASSUMPTION OF AGREEMENT.