ANY PRIOR AGREEMENT OF
THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY
TERMINATED AND CANCELLED.
FOR AVOIDANCE OF DOUBT, THE PARTIES CONFIRM THAT THE
FOREGOING DOES NOT APPLY TO OR LIMIT THE INDEMNITEE'S RIGHTS UNDER DELAWARE LAW
OR THE CORPORATION'S CERTIFICATE OF INCORPORATION OR BY-LAWS, EACH AS AMENDED TO
DATE.
25.
CONSENT TO SUIT.
IN THE CASE OF ANY DISPUTE
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE INDEMNITEE MAY ONLY BRING SUIT
AGAINST THE CORPORATION IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE.
THE
INDEMNITEE HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS
OF THE STATE OF DELAWARE, AND THE INDEMNITEE HEREBY WAIVES ANY CLAIM THE
INDEMNITEE MAY HAVE AT ANY TIME AS TO FORUM NON CONVENIENS WITH RESPECT TO SUCH
VENUE.
THE CORPORATION SHALL HAVE THE RIGHT TO INSTITUTE ANY LEGAL ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT OF COMPETENT
JURISDICTION.
ANY JUDGMENT ENTERED AGAINST EITHER OF THE PARTIES IN ANY
PROCEEDING HEREUNDER MAY BE ENTERED AND ENFORCED BY ANY COURT OF COMPETENT
JURISDICTION.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
TRANSKARYOTIC THERAPIES, INC.
By:
/s/ Rodman W. Moorhead III
Name:
Rodman W. Moorhead III
Title:
Chairman of the Board of
Directors
INDEMNITEE:
/s/ Michael J. Astrue
8