MONTHS FROM THE DATE OF THIS
AGREEMENT, EITHER CONTINUE TO PROVIDE EXECUTIVE WITH COVERAGE UNDER THE
COMPANY'S MEDICAL INSURANCE PLAN ("MEDICAL INSURANCE") OR, IN THE EVENT
EXECUTIVE SHALL NOT BE ELIGIBLE FOR SUCH COVERAGE, PAY THE COST OF COBRA
COVERAGE FOR EXECUTIVE WHICH SHALL BE SUBSTANTIALLY EQUIVALENT TO THE MEDICAL
INSURANCE, PLUS (IV) PAY EXECUTIVE FOR ANY UNUSED VACATION TIME REMAINING
AVAILABLE TO HIM IN 2004, ON THE BASIS OF HIS CORRECT BASE SALARY, PLUS (V)
SUBJECT TO SECTION 3(B), ALL OF EXECUTIVE'S PREVIOUSLY ISSUED, BUT CURRENTLY
UNVESTED OPTIONS GRANTED PURSUANT TO THE COMPANY'S STOCK OPTION PLANS, SHALL
CONTINUE TO VEST IN ACCORDANCE WITH THEIR CURRENT VESTING SCHEDULES.
(B)
THE BENEFITS SET FORTH IN SECTION 2(A)(III)
ABOVE, WHICH PROVIDE FOR TWELVE (12) MONTHS OF MEDICAL INSURANCE OR,
ALTERNATIVELY, COBRA COVERAGE FOR EXECUTIVE SHALL, IN ADDITION, INCLUDE SUCH
BENEFITS FOR THOSE OF EXECUTIVE'S DEPENDENTS WHO ARE CURRENTLY INCLUDED IN
EXECUTIVE'S MEDICAL INSURANCE COVERAGE AND WHICH WOULD BE SUBJECT TO COBRA TO
THE EXTENT SUCH BENEFITS OTHERWISE ARE IN EFFECT FOR EXECUTIVE UNDER THE
EMPLOYMENT AGREEMENT, UNDERSTANDING, HOWEVER, THAT EXECUTIVE IS RESPONSIBLE FOR
COMPLYING WITH ALL TERMS AND CONDITIONS OF ANY SUCH INSURANCE PLAN.
(C)
THE SALARY CONTINUANCE PROVIDED IN
SECTION 2(A)(I) AND MEDICAL INSURANCE OR COBRA PAYMENTS PROVIDED IN
SECTION 2(A)(III) SHALL CONTINUE ONLY UNTIL SUCH TIME AS EXECUTIVE SHALL HAVE
ACCEPTED ANOTHER FULL-TIME POSITION OR UNTIL THE FIRST DATE THAT EXECUTIVE
PROVIDES CONSULTING OR OTHER SERVICES TO ANY PHARMACEUTICAL OR BIOTECHNOLOGY
ENTITY.
IN ADDITION, IN THE EVENT THAT EXECUTIVE SHALL PERFORM CONSULTING OR
OTHER SERVICES FOR ANY THIRD PARTY, OTHER THAN A PHARMACEUTICAL OR BIOTECHNOLOGY
ENTITY, FOR WHICH HE SHALL RECEIVE COMPENSATION DURING THE PERIOD HE IS
RECEIVING THE SALARY CONTINUANCE, ALL SUCH COMPENSATION SHALL BE REPORTED TO THE
COMPANY AND SHALL BE OFFSET AGAINST ANY REMAINING SALARY CONTINUANCE PAYMENTS.
FAILURE OF EXECUTIVE TO PROMPTLY REPORT THE RECEIPT OF ANY COMPENSATION FROM A
THIRD PARTY OR THE ACCEPTANCE OF A NEW POSITION, OR THE RENDERING OF CONSULTING
OR OTHER SERVICES TO ANY PHARMACEUTICAL/BIOTECHNOLOGY ENTITY, SHALL ENTITLE THE
COMPANY TO TERMINATE ALL REMAINING SALARY CONTINUANCE, THE BONUS PAYMENT,
MEDICAL INSURANCE OR COBRA BENEFIT PAYMENTS AND TO SEEK RESTITUTION FOR ANY SUCH
PAYMENTS MADE TO EXECUTIVE SUBSEQUENT TO SUCH JOB ACCEPTANCE OR PERFORMANCE OF
SUCH PHARMACEUTICAL/BIOTECHNOLOGY SERVICES, OR OTHER COMPENSATION RECEIPT.
(D)
ANY SALARY CONTINUANCE PAYMENTS SHALL BE
MADE IN ACCORDANCE WITH THE USUAL PAYROLL PRACTICES WHICH WERE APPLICABLE PRIOR
TO TERMINATION.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ANY AND ALL
PAYMENTS MADE PURSUANT TO THIS AGREEMENT SHALL BE NET OF ANY AND ALL APPLICABLE
FEDERAL, STATE AND LOCAL PAYROLL AND WITHHOLDING TAXES.
(E)
THE SEVERANCE OBLIGATIONS OF THE COMPANY
SET FORTH IN PARAGRAPHS 2(A), 2(B) AND 2(C) HEREIN SHALL CONSTITUTE THE TOTAL
PAYMENT AND SEVERANCE OBLIGATIONS UNDER THIS AGREEMENT, WHICH REPRESENT PAYMENTS
AND OBLIGATIONS THAT EXECUTIVE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE FROM
THE COMPANY. ACCORDINGLY, EXECUTIVE UNDERSTANDS AND WARRANTS THAT NO AMOUNT
OTHER THAN AS SET FORTH IN THIS SECTION 2 (WHICH SUPERCEDES AND GOES BEYOND
POST-TERMINATION