THEREOF.
20.
MODIFICATION AND WAIVER.
THIS AGREEMENT MAY
BE AMENDED FROM TIME TO TIME TO REFLECT CHANGES IN DELAWARE LAW OR FOR OTHER
REASONS.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT OF THIS AGREEMENT SHALL BE
BINDING UNLESS EXECUTED IN WRITING BY BOTH OF THE PARTIES HERETO.
NO WAIVER OF
ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A
WAIVER OF ANY OTHER PROVISION HEREOF NOR SHALL ANY SUCH WAIVER CONSTITUTE A
CONTINUING WAIVER.
21.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN GIVEN (I) WHEN DELIVERED BY HAND OR (II) 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:
Michael J. Astrue
47 Benton Road
Belmont, MA 02478
(B)
IF TO THE CORPORATION, TO:
Transkaryotic Therapies, Inc.
700 Main Street
Cambridge, MA
02139
Attn:
Board of Directors
or to such other address as may have been furnished to the Indemnitee by the
Corporation or to the Corporation by the Indemnitee, as the case may be.
22.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF DELAWARE.
THE INDEMNITEE MAY ELECT TO
6
HAVE THE RIGHT TO INDEMNIFICATION OR REIMBURSEMENT OR ADVANCEMENT OF EXPENSES
INTERPRETED ON THE BASIS OF THE APPLICABLE LAW IN EFFECT AT THE TIME OF THE
OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE APPLICABLE PROCEEDING, TO
THE EXTENT PERMITTED BY LAW, OR ON THE BASIS OF THE APPLICABLE LAW IN EFFECT AT
THE TIME SUCH INDEMNIFICATION OR REIMBURSEMENT OR ADVANCEMENT OF EXPENSES IS
SOUGHT.
SUCH ELECTION SHALL BE MADE, BY A NOTICE IN WRITING TO THE CORPORATION,
AT THE TIME INDEMNIFICATION OR REIMBURSEMENT OR ADVANCEMENT OF EXPENSES IS
SOUGHT; PROVIDED, HOWEVER, THAT IF NO SUCH NOTICE IS GIVEN, AND IF THE GENERAL
CORPORATION LAW OF DELAWARE IS AMENDED, OR OTHER DELAWARE LAW IS ENACTED, TO
PERMIT FURTHER INDEMNIFICATION OF THE DIRECTORS AND OFFICERS, THEN THE
INDEMNITEE SHALL BE INDEMNIFIED TO THE FULLEST EXTENT PERMITTED UNDER THE
GENERAL CORPORATION LAW, AS SO AMENDED, OR BY SUCH OTHER DELAWARE LAW, AS SO
ENACTED.
23.
ENFORCEMENT.
THE CORPORATION EXPRESSLY
CONFIRMS AND AGREES THAT IT HAS ENTERED INTO THIS AGREEMENT IN ORDER TO INDUCE
THE INDEMNITEE TO CONTINUE TO SERVE AS A DIRECTOR OR AN OFFICER OF THE
CORPORATION, AND ACKNOWLEDGES THAT THE INDEMNITEE IS RELYING UPON THIS AGREEMENT
IN CONTINUING IN SUCH CAPACITY.
24.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES AND ANY DIRECTORS AND OFFICERS
LIABILITY INSURANCE COVERAGE THAT MAY BE PROVIDED BY THE CORPORATION TO THE
INDEMNITEE, 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