LEGAL OPINION SHALL BE,
REASONABLY SATISFACTORY TO THE COMPANY ADDRESSED TO THE COMPANY, TO THE EFFECT
THAT THE PROPOSED TRANSFER OF THE REGISTRABLE SECURITIES MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT, OR (II) A "NO ACTION" LETTER FROM THE
COMMISSION TO THE EFFECT THAT THE TRANSFER OF SUCH SECURITIES WITHOUT
REGISTRATION WILL NOT RESULT IN A RECOMMENDATION BY THE STAFF OF THE COMMISSION
THAT ACTION BE TAKEN WITH RESPECT THERETO, WHEREUPON THE HOLDER OF SUCH
REGISTRABLE SECURITIES SHALL BE ENTITLED TO TRANSFER SUCH REGISTRABLE SECURITIES
IN ACCORDANCE WITH THE TERMS OF THE NOTICE DELIVERED BY THE HOLDER TO THE
COMPANY.
SECTION 4
MISCELLANEOUS
4.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY
THE INTERNAL LAWS OF THE STATE OF DELAWARE AS APPLIED TO CONTRACTS ENTERED INTO
SOLELY BETWEEN RESIDENTS OF, AND TO BE PERFORMED ENTIRELY WITHIN, SUCH STATE,
AND WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAWS.
4.2
SURVIVAL.
THE COVENANTS AND AGREEMENTS MADE HEREIN SHALL SURVIVE
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY.
4.3
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE PARTIES HERETO.
4.4
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT, TOGETHER WITH ALL
EXHIBITS HERETO, THE PURCHASE AGREEMENT AND THE LICENSE AGREEMENT, CONSTITUTE
THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR
WRITTEN, OF THE PARTIES WITH RESPECT THERETO, INCLUDING ANY TERM SHEET.
NO
PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER PARTY IN ANY MANNER BY ANY
WARRANTIES, REPRESENTATIONS OR COVENANTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN
OR THEREIN.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY
TERM HEREOF MAY BE AMENDED, WAIVED, DISCHARGED OR TERMINATED OTHER THAN BY A
WRITTEN INSTRUMENT SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH
AMENDMENT, WAIVER, DISCHARGE OR TERMINATION IS SOUGHT; PROVIDED, HOWEVER, THAT
HOLDERS OF A MAJORITY OF THE OUTSTANDING REGISTRABLE SECURITIES MAY, WITH THE
COMPANY'S PRIOR WRITTEN CONSENT, WAIVE, MODIFY OR AMEND ON BEHALF OF ALL
HOLDERS, ANY PROVISIONS HEREOF, WHICH WAIVER, MODIFICATION OR AMENDMENT SHALL BE
BINDING ON ALL HOLDERS.
4.5
NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY OR BY
OVERNIGHT COURIER OR MAILED BY FIRST CLASS MAIL, OR EXPRESS MAIL, POSTAGE
PREPAID, OR VIA FACSIMILE, ADDRESSED AS FOLLOWS:
If to the Investor:
MGI PHARMA, Inc.
5775 West Old Shakopee Road, Suite 100
Bloomington, MN
55437-3174
Attn:
William Brown, Executive Vice President and Chief Financial Officer
Telephone:
(952) 346-4700
Facsimile:
(952) 346-4800
With a copy to:
Dorsey & Whitney LLP
Suite 1500, 50 South Sixth Street
Minneapolis, MN
55402-1498
Attn:
Timothy S. Hearn, Esq.
Telephone:
(612) 340-2600
Facsimile:
(612) 340-2868
Or to such other address (including electronic mail address) as the Investor
shall have furnished to the