Exhibit 10.43
AGREEMENT REGARDING
CHANGE IN CONTROL
THIS AGREEMENT ("Agreement"), is made and entered into as of the 11th day
of March, 2005 (the "Effective Date") by and between Hemispherx Biopharma, Inc.
(the "Company") and Xxxxxxx X. Xxxxxx (the "Executive").
WITNESSETH THAT:
WHEREAS, the Company considers it essential to the best interests of
its shareholders to xxxxxx the continuous employment of key management
personnel, and the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, a change in control
might occur and that such possibility, and the uncertainty and questions which
it may raise among management, may result in the departure or distraction of
management personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Company;
NOW, THEREFORE, to induce the Executive to remain in the employ of the
Company and in consideration of the premises and mutual covenants set forth
herein, IT IS HEREBY AGREED by and between the parties as follows:
1. AGREEMENT TERM. The initial "Agreement Term" shall begin on the
Effective Date and shall continue through December 31, 2007. As of December 31,
2007, and as of each December 31 thereafter, the Agreement Term shall extend
automatically to the third anniversary thereof unless the Company gives notice
to the Executive prior to the date of such extension that the Agreement Term
will not be extended. Notwithstanding the foregoing, if a Change in Control (as
defined in Section 7 below), occurs during the Agreement Term, the Agreement
Term shall continue through and terminate on the second anniversary of the date
on which the Change in Control occurs.
2. ENTITLEMENT TO CHANGE IN CONTROL BENEFITS. The Executive shall be entitled
to the Change in Control Benefits described in Section 3 hereof if the
Executive's employment by the Company is terminated during the Agreement
Term but after a Change in Control (i) by the Company for any reason other
than Permanent Disability or Cause, (ii) by the Executive for Good Reason
or (iii) by the Executive for any reason during the 30-day period
commencing on the first date which is six months after the date of the
Change in Control. For purposes of this Agreement: (a) A termination of the
Executive's employment shall be treated as a termination by reason of
"Permanent Disability" only if, due to a mental or physical disability, the
Executive is absent from the full time performance of duties with the
Company for a period of at least twelve consecutive months and fails to
return to the full time performance of duties within 30 days after receipt
of a demand by the Company to do so.
(b) The term "Cause" shall mean the willful engaging by the Executive in
illegal conduct or gross misconduct which is demonstrably and materially
injurious to the Company. for purposes of this Agreement, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive's action or omission was in the best
interest of the Company. Notwithstanding the foregoing, the Executive shall
not be deemed to have been terminated for Cause unless and until the
Company delivers to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice to the Executive and an opportunity for
the Executive, together with counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth above and specifying the particulars thereof in detail.
(c) The term "Good Reason" shall mean the occurrence of any of the following
circumstances without the Executive's express written consent:
(i) a significant adverse change in the nature, scope or status of the
Executive's position, authorities or duties from those in effect immediately
prior to the Change in Control, including, without limitation, if the Executive
was, immediately prior to the Change in Control, an executive officer of a
public company, the Executive ceasing to be an executive officer of a public
company;
(ii) the failure by the Company to pay the Executive any portion of the
Executive's current compensation, or to pay the Executive any portion of
any installment of deferred compensation under any deferred compensation
program of the Company, within seven days of the date such compensation is
due;
(iii)a reduction in the Executive's annual base salary (or a material change in
the frequency of payment) as in effect immediately prior to the Change in
Control as the same may be increased from time to time;
(iv) the failure by the Company to award the Executive an annual bonus in any
year which is at least equal to the annual bonus awarded to the Executive
for the year immediately preceding the year of the Change in Control;
(v) the failure by the Company to award the Executive equity-based incentive
compensation (such as stock options, shares of restricted stock, or other
equity-based compensation) on a periodic basis consistent with the
Company's practices with respect to timing, value and terms prior to the
Change in Control;
(vi) the failure by the Company to continue to provide the Executive with the
welfare benefits, fringe benefits and perquisites enjoyed by the Executive
immediately prior to the Change in Control under any of the Company's plans
or policies, including, but not limited to, those plans and policies
providing pension, life insurance, medical, health and accident,
disability, vacation, executive automobile, executive tax or financial
advice benefits or club dues;
(vii)the relocation of the Company's principal executive offices to a location
more than thirty-five miles from the location of such offices immediately
prior to the Change in Control or the Company requiring the Executive to be
based anywhere other than the Company's principal executive offices except
for required travel to the Company's business to an extent substantially
consistent with the Executive's business travel obligations immediately
prior to the Change in Control; or
(viii) the failure of the Company to obtain a satisfactory agreement from any
successor to the Company to assume and agree to perform this Agreement as
contemplated by Section 16.
For purposes of any determination regarding the existence of Good Reason,
any good faith determination by the Executive that Good Reason exists shall be
conclusive.
3. CHANGE IN CONTROL BENEFITS. In the event of a termination of employment
entitling the Executive to benefits in accordance with Section 2, the Executive
shall receive the following:
(a) The Executive shall be entitled to receive
the following employee welfare benefits:
medical, accident, dental, prescription, and
life insurance coverage for the Executive
(and, where applicable under the Company's
welfare benefit plans, the Executive's family)
through the third anniversary of the
Executive's date of termination of employment,
or, if earlier, the date on which the
Executive becomes employed by another
employer. The benefits provided by the Company
shall be no less favorable in terms of
coverage and cost to the Executive than those
provided under the Company's welfare benefit
plans applicable to the Executive (and, where
applicable, the Executive's family) prior to
the Change in Control, determined as if the
Executive remained in the employ of the
Company through such third anniversary. for
purposes of determining eligibility of the
Executive for retiree welfare benefits, the
Executive shall be considered to have remained
in the employ of the Company through such
third anniversary.
(b) The Executive shall be entitled to a lump sum
payment in cash no later than twenty business
days after the Executive's date of termination
equal to the sum of:
(i) an amount equal to three
times the Executive's
annual salary rate in
effect on the date of the
Change in Control or, or if
greater, as in effect
immediately prior to the
date of termination; plus
(ii) an amount equal to three
times the Executive's
annual bonus award for the
year immediately preceeding
the year of the Change in
Control.
(c) The Company shall provide the Executive with
outplacement services and tax and financial
counseling suitable to the Executive's
position through the third anniversary of the
date of the Executive's termination of
employment, or, if earlier, the date on which
the Executive becomes employed by another
employer.
4. MITIGATION. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise. Except as set forth in paragraph 3(a) with respect to benefits, the
Company shall not be entitled to set off against the amounts payable to the
Executive under this Agreement any amounts owed to the Company by the Executive,
any amounts earned by the Executive in other employment after the Executive's
termination of employment with the Company, or any amounts which might have been
earned by the Executive in other employment had the Executive sought such other
employment.
5. MAKE-WHOLE PAYMENTS. If any payment or benefit to which the Executive
(or any person on account of the Executive) is entitled, whether under this
Agreement or otherwise, in connection with a Change in Control or the
Executive's termination of employment (a "Payment") constitutes a "parachute
payment" within the meaning of section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and as a result thereof the Executive is subject
to a tax under section 4999 of the Code, or any successor thereto, (an "Excise
Tax"), the Company shall pay to the Executive an additional amount (the
"Make-Whole Amount") which is intended to make the Executive whole for such
Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise
Tax, plus (ii) the aggregate amount of any interest, penalties, fines or
additions to any tax which are imposed in connection with the imposition of such
Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on
the Executive under the laws of any Federal, state or local government or taxing
authority by reason of the payments required under clauses (i) and (ii) and this
clause (iii).
(a) For purposes of determining the Make-Whole Amount, the Executive shall be
deemed to be taxed at the highest marginal rate under all applicable local,
state, federal and foreign income tax laws for the year in which the
Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an
Excise Tax shall be paid by the Company coincident with the Payment with
respect to which such Excise Tax relates.
(b) All calculations under this Section 5 shall be made initially by the
Company and the Company shall provide prompt written notice thereof to the
Executive to enable the Executive to timely file all applicable tax
returns. Upon request of the Executive, the Company shall provide the
Executive with sufficient tax and compensation data to enable the Executive
or the Executive's tax advisor to independently make the calculations
described in subparagraph (a) above and the Company shall reimburse the
Executive for reasonable fees and expenses incurred for any such
verification.
(c) If the Executive gives written notice to the Company of any objection to
the results of the Company's calculations within 60 days of the Executive's
receipt of written notice thereof, the dispute shall be referred for
determination to independent tax counsel selected by the Company and
reasonably acceptable to the Executive ("Tax Counsel"). The Company shall
pay all fees and expenses of such Tax Counsel. Pending such determination
by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount
as determined by it in good faith. The Company shall pay the Executive any
additional amount determined by Tax Counsel to be due under this Section 5
(together with interest thereon at a rate equal to 120% of the Federal
short-term rate determined under section 1274(d) of the Code) promptly
after such determination.
(d) The determination by Tax Counsel shall be conclusive and binding upon all
parties unless the Internal Revenue Service, a court of competent
jurisdiction, or such other duly empowered governmental body or agency (a
"Tax Authority") determines that the Executive owes a greater or lesser
amount of Excise Tax with respect to any Payment than the amount determined
by Tax Counsel.
(e) If a Taxing Authority makes a claim against the Executive which, if
successful, would require the Company to make a payment under this Section
5, the Executive agrees to contest the claim with counsel reasonably
satisfactory to the Company, on request of the Company subject to the
following conditions:
(i) The Executive shall notify the Company of any such claim within 10 days of
becoming aware thereof. In the event that the Company desires the claim to
be contested, it shall promptly (but in no event more than 30 days after
the notice from the Executive or such shorter time as the Taxing Authority
may specify for responding to such claim) request the Executive to contest
the claim. The Executive shall not make any payment of any tax which is the
subject of the claim before the Executive has given the notice or during
the 30-day period thereafter unless the Executive receives written
instructions from the Company to make such payment together with an advance
of funds sufficient to make the requested payment plus any amounts payable
under this Section 5 determined as if such advance were an Excise Tax, in
which case the Executive will act promptly in accordance with such
instructions.
(ii) if the Company so requests, the Executive will contest the claim by either
paying the tax claimed and suing for a refund in the appropriate court or
contesting the claim in the United States Tax Court or other appropriate
court, as directed by the Company; PROVIDED, HOWEVER, that any request by
the Company for the Executive to pay the tax shall be accompanied by an
advance from the Company to the Executive of funds sufficient to make the
requested payment plus any amounts payable under this Section 5 determined
as if such advance were an Excise Tax. If directed by the Company in
writing the Executive will take all action necessary to compromise or
settle the claim, but in no event will the Executive compromise or settle
the claim without the written consent of the Company; PROVIDED, HOWEVER,
that the Executive may take any such action if the Executive waives in
writing the Executive's right to a payment under this Section 5 for any
amounts payable in connection with such claim. The Executive agrees to
cooperate in good faith with the Company in contesting the claim and to
comply with any reasonable request from the Company concerning the contest
of the claim, including the pursuit of administrative remedies, the
appropriate forum for any judicial proceedings, and the legal basis for
contesting the claim. Upon request of the Company, the Executive shall take
appropriate appeals of any judgment or decision that would require the
Company to make a payment under this Section 5. Provided that the Executive
is in compliance with the provisions of this section, the Company shall be
liable for and indemnify the Executive against any loss in connection with,
and all costs and expenses, including attorneys' fees, which may be
incurred as a result of, contesting the claim, and shall provide to the
Executive within 30 days after each written request therefor by the
Executive cash advances or reimbursement for all such costs and expenses
actually incurred or reasonably expected to be incurred by the Executive as
a result of contesting the claim. (f) Should a Tax Authority finally
determine that an additional Excise Tax is owed, then the Company shall pay
an additional Make-Whole Amount to the Executive in a manner consistent
with this Section 5 with respect to any additional Excise Tax and any
assessed interest, fines, or penalties. If any Excise Tax as calculated by
the Company or Tax Counsel, as the case may be, is finally determined by a
Tax Authority to exceed the amount required to be paid under applicable
law, then the Executive shall repay such excess to the Company within 30
days of such determination; provided that such repayment shall be reduced
by the amount of any taxes paid by the Executive on such excess which is
offset by the tax benefit attributable to the repayment.
6. TERMINATION DURING POTENTIAL CHANGE IN CONTROL. If a Potential Change in
Control (as defined in Section 8) occurs during the Agreement Term, and the
Company terminates the Executive's employment for reasons other than Permanent
Disability or Cause during such Potential Change in Control, the Executive shall
be entitled to receive the benefits that the Executive would have received under
Section 3, such benefits to be calculated based upon the Executive's
compensation prior to the actual termination of employment but paid within 20
business days of the date of such termination.
7. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred on the earliest of the following dates:
(a) the date any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (c) below; or
(b) the date on which the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by
the Company's shareholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended; or
(c) the date on which there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation or other entity, other than (i) a merger or consolidation (A)
immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of
directors of the Company, the entity surviving such merger or consolidation
or, if the Company or the entity surviving such merger or consolidation is
then a subsidiary, the ultimate parent thereof and (B) which results in the
voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any subsidiary of the Company, at least 50% of the
combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its Affiliates)
representing 20% or more of the combined voting power of the Company's then
outstanding securities; or
(d) the date on which the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 50% of the combined voting power of the voting securities
of which are owned by shareholders of the Company, in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of
the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of
the assets of the Company immediately following such transaction or series
of transactions.
For purposes of this Agreement: "Affiliate" shall have the meaning set
forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act;
"Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act; "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time; and "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
8. POTENTIAL CHANGE IN CONTROL. A "Potential Change in Control" shall exist
during any period in which the circumstances described in paragraphs (a), (b),
(c) or (d), below, exist (provided, however, that a Potential Change in Control
shall cease to exist not later than the occurrence of a Change in Control):
(a) The Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control, provided that a Potential
Change in Control described in this paragraph (a) shall cease to exist upon
the expiration or other termination of all such agreements;
(b) Any Person (without regard to the exclusions set forth in subsections (i)
through (iv) of such definition) publicly announces an intention to take or
to consider taking actions the consummation of which would constitute a
Change in Control; provided that a Potential Change in Control described in
this paragraph (b) shall cease to exist upon the withdrawal of such
intention, or upon a determination by the Board that there is no reasonable
chance that such actions would be consummated;
(c) Any Person becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of either the then
outstanding shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates);
(d) The Board adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control exists; provided that a Potential
Change in Control described in this paragraph (d) shall cease to exist upon
a determination by the Board that the reasons that gave rise to the
resolution providing for the existence of a Potential Change in Control
have expired or no longer exist.
9. WITHHOLDING. All payments to the Executive under this Agreement will be
subject to withholding of applicable taxes. The Company shall withhold the
applicable taxes in an amount calculated at the minimum statutory rate and shall
pay the amount so withheld to the appropriate tax authority.
10. NONALIENATION. The interests of the Executive under this Agreement are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executive's beneficiary.
11. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other person. So
long as the Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this Agreement or the subject matter
hereof.
12. APPLICABLE LAW. The provisions of this Agreement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
the conflict of law provisions of any state.
13. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).
14. WAIVER OF BREACH. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party of any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of any party hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.
15. SUCCESSORS, ASSUMPTION OF CONTRACT. This Agreement shall be binding
upon and inure to the benefit of the Company and any successor of the Company.
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no succession had taken place. This Agreement is
personal to the Executive and may not be assigned by the Executive without the
written consent of the Company. However, to the extent that rights or benefits
under this Agreement otherwise survive the Executive's death, the Executive's
heirs and estate shall succeed to such rights and benefits pursuant to the
Executive's will or the laws of descent and distribution; provided that the
Executive shall have the right at any time and from time to time, by notice
delivered to the Company, to designate or to change the beneficiary or
beneficiaries with respect to such benefits.
16. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below. Such notices, demands, claims and other
communications shall be deemed given:
(a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
(b) in the case of certified or registered U.S. mail, five days after deposit
in the U.S. mail; or
(c) in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;
provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service are to be delivered to the addresses set forth below:
to the Company:
Hemispherx Biopharma, Inc.
One Penn Center
0000 XXX Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
with a copy (which shall not constitute notice) to:
General Counsel and Secretary
Hemispherx Biopharma, Inc.
One Penn Center
0000 XXX Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
or to the Executive:
Name: Xxxxxxx X. Xxxxxx
Address: 00000 Xxx Xxxxxx
Xxxx, Xxxxx Xxx: Xxxxxxxxx, Xxxxxxx 00000
Each party, by written notice furnished to the other party, may modify the
applicable delivery address, except that notice of change of address shall be
effective only upon receipt.
17. LEGAL AND ENFORCEMENT COSTS. The provisions of this Section 17
shall apply if it becomes necessary or desirable for the Executive to retain
legal counsel or incur other costs and expenses in connection with enforcing any
and all rights under this Agreement or any other compensation plan maintained by
the Company:
(a) The Executive shall be entitled to recover
from the Company reasonable attorneys' fees,
costs and expenses incurred in connection with
such enforcement or defense.
(b) Payments required under this Section 17 shall
be made by the Company to the Executive (or
directly to the Executive's attorney) promptly
following submission to the Company of
appropriate documentation evidencing the
incurrence of such attorneys' fees, costs, and
expenses.
(c) The Executive shall be entitled to select
legal counsel; provided, however, that such
right of selection shall not affect the
requirement that any costs and expenses
reimbursable under this Section 18 be
reasonable.
(d) The Executive's rights to payments under this
Section 18 shall not be affected by the final
outcome of any dispute with the Company.
18. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in this
Agreement, the rights and obligations of the parties to this Agreement shall
survive the termination of the Executive's employment with the Company.
19. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement
constitutes the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior or contemporaneous agreements, between
the parties relating to the subject matter hereof including but not limited to
the Original Agreement; provided, however, that nothing in this Agreement shall
be construed to limit any policy or agreement that is otherwise applicable
relating to confidentiality, rights to inventions, copyrightable material,
business and/or technical information, trade secrets, solicitation of employees,
interference with relationships with other businesses, competition, and other
similar policies or agreement for the protection of the business and operations
of the Company and the subsidiaries.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.
IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be hereunto affixed on this 11th day of March, 2005,
all as of the Effective Date.
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxx
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HEMISPHERX BIOPHARMA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its Secretary
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ATTEST:
----------------------------------------------(SEAL)
