MISCELLANEOUS PROVISIONS
14.1
ASSIGNMENT; CHANGE OF CONTROL.
NEITHER THIS AGREEMENT NOR ANY
INTEREST HEREUNDER SHALL BE ASSIGNABLE BY EITHER PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY UNLESS SUCH ASSIGNMENT IS ACCOMPANIED BY OR PURSUANT
TO THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSIGNING PARTY'S ASSETS, A
MERGER, OR OTHER CHANGE OF CONTROL OF A PARTY.
THIS AGREEMENT SHALL BE BINDING
UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES AND THE NAME OF A PARTY
APPEARING HEREIN SHALL BE DEEMED TO INCLUDE THE NAMES OF SUCH PARTY'S SUCCESSORS
AND PERMITTED ASSIGNS TO THE EXTENT NECESSARY TO CARRY OUT THE INTENT OF THIS
AGREEMENT.
ANY ASSIGNMENT NOT IN ACCORDANCE WITH THIS SECTION 14.1 SHALL BE
VOID.
IN THE EVENT OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF A PARTY'S ASSETS,
A MERGER OR OTHER CHANGE OF CONTROL, THE OTHER PARTY SHALL NOT HAVE A RIGHT OF
FIRST REFUSAL TO ACQUIRE ANY OF THE SELLING PARTY'S RIGHTS UNDER THIS AGREEMENT.
14.2
FURTHER ACTIONS.
EACH PARTY AGREES TO EXECUTE, ACKNOWLEDGE AND
DELIVER SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH OTHER ACTS, AS MAY BE
NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT OF THIS
AGREEMENT.
14.3
FORCE MAJEURE.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS
OR DAMAGES OR SHALL HAVE ANY RIGHT TO TERMINATE THIS AGREEMENT FOR ANY DEFAULT
OR DELAY ATTRIBUTABLE TO ANY FORCE MAJEURE, IF THE PARTY AFFECTED SHALL GIVE
PROMPT NOTICE OF ANY SUCH CAUSE TO THE OTHER PARTY.
THE PARTY GIVING SUCH
NOTICE SHALL THEREUPON BE EXCUSED FROM SUCH OF ITS OBLIGATIONS HEREUNDER AS IT
IS THEREBY DISABLED FROM PERFORMING FOR SO LONG AS IT IS SO DISABLED, PROVIDED,
HOWEVER, THAT SUCH AFFECTED PARTY COMMENCES AND CONTINUES TO TAKE REASONABLE AND
DILIGENT ACTIONS TO CURE SUCH CAUSE.
14.4
NO TRADEMARK RIGHTS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, NO
RIGHT, EXPRESS OR IMPLIED, IS GRANTED BY THIS AGREEMENT TO USE IN ANY MANNER THE
NAME "NEOPHARM" OR "NIPPON KAYAKU" OR ANY OTHER TRADEMARK, SERVICE MARK OR TRADE
NAME OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OR TERMINATION OF
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
14.5
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY OR BY FACSIMILE
TRANSMISSION (RECEIPT VERIFIED), TELEXED, MAILED BY REGISTERED OR CERTIFIED AIR
MAIL (RETURN RECEIPT REQUESTED), POSTAGE PREPAID, OR SENT BY EXPRESS COURIER
SERVICE, TO THE PARTIES AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR
A PARTY AS SHALL BE SPECIFIED BY LIKE NOTICE, PROVIDED, HOWEVER, THAT NOTICES OF
A CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT THEREOF):
31
If to NeoPharm, addressed to:
NeoPharm, Inc.
150 Field Drive, Suite 195
Lake Forest, Illinois USA 60045
Attention: Chief Executive Officer
Facsimile:
847-295-8854
If to NK, addressed to:
Nippon Kayaku Co., Ltd.
Tokyo Fujimi Building
11-2, Fujimi 1-chome, Chiyoda-Ku
Tokyo 102-8172, Japan
Attention:
Head