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.
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
15
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 to
the other party hereunder.
9.8.
ENTIRE AGREEMENT; AMENDMENTS.
AS OF THE EFFECTIVE DATE, THIS AGREEMENT
AND THE ATTACHED EXHIBITS CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND MERGES AND SUPERSEDES
ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF
EVERY NATURE RELATING TO THE SUBJECT MATTER (INCLUDING, WITHOUT LIMITATION, THAT
CERTAIN LETTER AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY DATED JULY 2,
2001 AND THAT CERTAIN CHANGE IN CONTROL AGREEMENT BETWEEN THE EXECUTIVE AND THE
COMPANY DATED OCTOBER 11, 2002).
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED,
EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
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9.9.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY PAYMENTS DUE TO
EXECUTIVE, ALL TAXES, FICA OR OTHER AMOUNTS REQUIRED