OF ANY DUTY TO THE COMPANY OR ANY OF ITS
AFFILIATES. FOR PURPOSES OF THIS AGREEMENT, THE TERM "AFFILIATE" MEANS ANY
PERSON, PARTNERSHIP, CORPORATION OR BUSINESS ENTITY CONTROLLING, CONTROLLED BY
OR UNDER COMMON CONTROL WITH THE COMPANY OR EXECUTIVE, AS THE CASE MAY BE.
(B)
EXECUTIVE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION IS
PROPRIETARY AND OF VALUE TO THE COMPANY AND, ACCORDINGLY, EXECUTIVE WILL FOLLOW
REASONABLE SECURITY PRACTICES WITH REGARD TO THE PROTECTION AND NON-DISCLOSURE
OF THE CONFIDENTIAL INFORMATION. IF EXECUTIVE IS REQUIRED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION IN ACCORDANCE WITH APPLICABLE LAW, EXECUTIVE WILL,
WHENEVER POSSIBLE, FIRST PROVIDE TO THE COMPANY A COPY OF THE PROPOSED
DISCLOSURE SO THAT THE COMPANY MAY HAVE A SUFFICIENT OPPORTUNITY TO REVIEW AND
COMMENT THEREON AND EXECUTIVE AGREES TO SEEK SUCH MAXIMUM CONFIDENTIAL TREATMENT
OF SUCH DISCLOSURE AS NEOPHARM REQUESTS OR AS MAY BE PERMITTED BY APPLICABLE
LAW. EXECUTIVE'S OBLIGATIONS UNDER THIS ARTICLE WILL SURVIVE ANY TERMINATION OF
THIS AGREEMENT.
(C)
UPON COMPLETION OR EARLIER TERMINATION OF THIS AGREEMENT,
EXECUTIVE WILL PROMPTLY RETURN TO NEOPHARM ALL WRITTEN OR ELECTRONIC
CONFIDENTIAL INFORMATION, AS WELL AS ALL WRITTEN OR ELECTRONIC MATERIAL WHICH
INCORPORATES ANY CONFIDENTIAL INFORMATION.
12.
OWBPA RIGHTS.
(A)
EXECUTIVE IS ADVISED TO SEEK LEGAL COUNSEL REGARDING THE TERMS OF
THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES THAT HE HAS EITHER SOUGHT LEGAL COUNSEL
OR HAS, NOTWITHSTANDING THE FOREGOING, CONSCIOUSLY DECIDED NOT TO SEEK LEGAL
COUNSEL REGARDING THE TERMS AND EFFECT OF THIS AGREEMENT.
(B)
EXECUTIVE ACKNOWLEDGES THAT THIS AGREEMENT RELEASES ONLY THOSE
CLAIMS WHICH EXIST AS OF THE DATE OF EXECUTIVE'S EXECUTION OF THIS AGREEMENT.
(C)
EXECUTIVE ACKNOWLEDGES THAT HE MAY TAKE A PERIOD OF TWENTY-ONE
(21) DAYS FROM THE DATE OF RECEIPT OF THIS AGREEMENT (JUNE 7, 2006) WITHIN WHICH
TO CONSIDER AND SIGN THIS AGREEMENT.
(D)
EXECUTIVE ACKNOWLEDGES THAT HE WILL HAVE SEVEN (7) DAYS FROM THE
DATE OF SIGNING THIS AGREEMENT TO REVOKE THE AGREEMENT IN WRITING IN ITS
ENTIRETY ("REVOCATION PERIOD"). EXECUTIVE ACKNOWLEDGES THAT THE AGREEMENT WILL
NOT BECOME ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED AND THAT PENDING
ACCEPTANCE OF THIS AGREEMENT BY EXECUTIVE, THE COMPANY SHALL NOT BE OBLIGATED TO
MAKE ANY OF THE PAYMENTS OR TO PROVIDE ANY OF THE BENEFITS TO BE PROVIDED TO
EXECUTIVE UNDER THIS AGREEMENT. IN THE EVENT THE EXECUTIVE CHOOSES TO REVOKE
THIS AGREEMENT, WITHIN THE REVOCATION PERIOD, HE WILL:
6
(I)
REVOKE THE ENTIRE AGREEMENT IN A SIGNED WRITING, DELIVERED TO THE
FOLLOWING PERSON ON OR BEFORE THE SEVENTH (7TH) DAY AFTER HE EXECUTED THE
AGREEMENT:
NeoPharm, Inc.
c/o Mr. Guillermo Herrera
1850 Lakeside Drive
Waukegan, IL 60085
(II)
FORFEIT ALL SEVERANCE AND OTHER CONSIDERATION FROM THE COMPANY
THAT IS CONTEMPLATED BY THIS AGREEMENT; AND
(III)
RETURN THE FULL AMOUNT OF ANY CONSIDERATION RECEIVED UNDER THIS
AGREEMENT, IF ANY, TO THE COMPANY ALONG WITH THE SIGNED WRITING.
(E)
EXECUTIVE EXPRESSLY ACKNOWLEDGES THAT THE PAYMENTS AND THE OTHER
CONSIDERATION THAT HE IS RECEIVING UNDER THIS AGREEMENT CONSTITUTE MATERIAL
CONSIDERATION FOR HIS EXECUTION OF THIS AGREEMENT, AND REPRESENT VALUABLE
CONSIDERATION TO WHICH HE WOULD NOT