RIGHT TO NOTIFY EACH OTHER OF CHANGES OF ADDRESS
DURING THE LIFE OF THIS AGREEMENT.
DEPOMED, INC.
1360 O'Brien Drive
Menlo Park, California
94025
Attention:
President
Facsimile:
650-462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, California
94025
Attention:
Matthew M. Gosling
Facsimile:
650-324-0638
ESPRIT PHARMA, INC.
2 Tower Center Boulevard
East Brunswick, NJ
08816
Attn:
Steve Bosacki, General Counsel
Facsimile:
(732) 828-9954
18
18.2
RECEIPT.
ANY SUCH NOTICE MAILED AS AFORESAID
SHALL BE DEEMED TO HAVE BEEN RECEIVED BY AND GIVEN TO THE ADDRESSEE ON THE DATE
SPECIFIED ON THE NOTICE OF RECEIPT AND DELIVERY EVIDENCED TO THE SENDER.
19.
FORCE MAJEURE.
19.1
FORCE MAJEURE EVENT.
IN THE EVENT OF ANY FAILURE
OR DELAY IN THE PERFORMANCE BY A PARTY OF ANY PROVISION OF THIS AGREEMENT DUE TO
ACTS BEYOND THE REASONABLE CONTROL OF SUCH PARTY (SUCH AS, FOR EXAMPLE, FIRE,
EXPLOSION, STRIKE OR OTHER DIFFICULTY WITH WORKMEN, SHORTAGE OF TRANSPORTATION
EQUIPMENT, ACCIDENT, ACT OF GOD, OR COMPLIANCE WITH OR OTHER ACTION TAKEN TO
CARRY OUT THE INTENT OR PURPOSE OF ANY LAW OR REGULATION), THEN SUCH PARTY SHALL
HAVE SUCH ADDITIONAL TIME TO PERFORM AS SHALL BE REASONABLY NECESSARY UNDER THE
CIRCUMSTANCES.
IN THE EVENT OF SUCH FAILURE OR DELAY, THE AFFECTED PARTY WILL
USE ITS DILIGENT EFFORTS, CONSISTENT WITH SOUND BUSINESS JUDGMENT AND TO THE
EXTENT PERMITTED BY LAW, TO CORRECT SUCH FAILURE OR DELAY AS EXPEDITIOUSLY AS
POSSIBLE.
19.2
PERFORMANCE.
IN THE EVENT THAT A PARTY IS UNABLE
TO PERFORM BY A REASON DESCRIBED IN SECTION 19.1 ABOVE, ITS OBLIGATION TO
PERFORM UNDER THE AFFECTED PROVISION OF THIS AGREEMENT SHALL BE SUSPENDED DURING
SUCH TIME OF NONPERFORMANCE.
20.
MISCELLANEOUS.
20.1
ENFORCEABILITY.
IT IS THE DESIRE AND INTENT OF
THE PARTIES THAT THE PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED TO THE
EXTENT PERMISSIBLE UNDER THE LAWS AND PUBLIC POLICIES APPLIED IN EACH
JURISDICTION IN WHICH ENFORCEMENT IS SOUGHT.
ACCORDINGLY, IF ANY PARTICULAR
PROVISION OF THIS AGREEMENT WHICH SUBSTANTIALLY AFFECTS THE COMMERCIAL BASIS OF
THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE, SUCH
PROVISION SHALL BE AMENDED AS HEREINAFTER PROVIDED TO DELETE THEREFROM OR REVISE
THE PORTION THUS DETERMINED TO BE INVALID OR UNENFORCEABLE, SUCH AMENDMENT TO
APPLY ONLY WITH RESPECT TO THE OPERATION OF SUCH PROVISION OF THIS AGREEMENT IN
THE PARTICULAR JURISDICTION FOR WHICH SUCH DETERMINATION IS MADE.
IN SUCH
EVENT, THE PARTIES AGREE TO USE REASONABLE EFFORTS TO AGREE ON SUBSTITUTE
PROVISIONS, WHICH, WHILE VALID, WILL ACHIEVE AS CLOSELY AS POSSIBLE THE SAME
ECONOMIC EFFECTS OR COMMERCIAL BASIS AS THE INVALID PROVISIONS, AND THIS
AGREEMENT OTHERWISE SHALL CONTINUE IN FULL FORCE AND EFFECT.
IF THE PARTIES
CANNOT AGREE TO SUCH REVISION WITHIN SIXTY DAYS AFTER SUCH INVALIDITY OR
UNENFORCEABILITY IS ESTABLISHED, THE MATTER MAY BE SUBMITTED BY EITHER PARTY TO
ARBITRATION AS PROVIDED IN THIS AGREEMENT TO FINALIZE SUCH REVISION.
20.2
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE SUPPLY
AGREEMENT REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES CONCERNING THE
SUBJECT MATTER HEREIN (EXCEPT AS SPECIFICALLY NOTED HEREIN) AND