DISSOLUTION, MERGER, CONSOLIDATION, TRANSFER OF ASSETS, OR
OTHERWISE.
THE DUTIES OF THE EXECUTIVE HEREUNDER ARE PERSONAL TO THE EXECUTIVE
AND MAY NOT BE ASSIGNED BY HIM.
9.4.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS.
9.5.
ENFORCEMENT.
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT WILL BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF PENNSYLVANIA, OR IF THAT COURT DOES NOT HAVE OR WILL NOT
ACCEPT JURISDICTION, IN ANY COURT OF GENERAL JURISDICTION IN THE COMMONWEALTH OF
PENNSYLVANIA, AND THE EXECUTIVE AND THE COMPANY HEREBY CONSENT TO THE PERSONAL
AND EXCLUSIVE JURISDICTION OF SUCH COURT(S) AND HEREBY WAIVE ANY
OBJECTION(S) THAT THEY MAY HAVE TO PERSONAL JURISDICTION, THE LAYING OF VENUE OF
ANY SUCH PROCEEDING AND ANY CLAIM OR DEFENSE OF INCONVENIENT FORUM.
9.6.
WAIVERS; SEPARABILITY.
THE WAIVER BY EITHER PARTY HERETO OF ANY
RIGHT HEREUNDER OR ANY FAILURE TO PERFORM OR BREACH BY THE OTHER PARTY HERETO
SHALL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER OR ANY OTHER FAILURE
OR BREACH BY THE OTHER PARTY HERETO, WHETHER OF THE SAME OR A SIMILAR NATURE OR
OTHERWISE.
NO WAIVER SHALL BE DEEMED TO HAVE OCCURRED UNLESS SET FORTH IN A
WRITING EXECUTED BY OR ON BEHALF OF THE WAIVING PARTY.
NO SUCH WRITTEN WAIVER
SHALL BE DEEMED A CONTINUING WAIVER UNLESS SPECIFICALLY STATED THEREIN, AND EACH
SUCH WAIVER SHALL OPERATE ONLY AS TO THE SPECIFIC TERM OR CONDITION WAIVED AND
SHALL NOT CONSTITUTE A WAIVER OF SUCH TERM OR CONDITION FOR THE FUTURE OR AS TO
ANY ACT OTHER THAN THAT SPECIFICALLY WAIVED.
IF ANY PROVISION OF THIS AGREEMENT
SHALL BE DECLARED TO BE INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE REMAINING PROVISIONS HEREOF
WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
15
9.7.
NOTICES.
ALL NOTICES AND COMMUNICATIONS THAT ARE REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN DULY GIVEN WHEN HAND-DELIVERED OR SENT BY FIRST-CLASS, REGISTERED OR
CERTIFIED MAIL, NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, OR BY
FACSIMILE WITH A MACHINE-GENERATED CONFIRMATION (AND WITH A CONFIRMATION COPY
SENT BY ONE OF THE OTHER METHODS LISTED ABOVE) TO THE OTHER PARTY AT THE ADDRESS
SET FORTH BELOW:
If to the Company, to:
Neose Technologies, Inc.
102 Rock Road
Horsham PA 19044
Attn: General Counsel
Fax: 215-315-9200
With a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103
Attn: Barry M. Abelson, Esquire
Fax: 215-981-4750
If to Executive, to:
George J. Vergis, Ph.D.
204 Weeks Pond Road
New Hope, PA
18938
With a copy to:
Edmonds & Co., P.C.
420 Fifth Avenue, 25th Floor
New York, New York
10018
Attn: Robert C. Edmonds, Esq.
Fax: 212-703-5440
or to such other address as may be specified in a notice given by one party