HE WILL NOT DISCLOSE TO ANY PERSON NOT AUTHORIZED BY THE
COMPANY TO RECEIVE SUCH CONFIDENTIAL INFORMATION, OR USE FOR HIS OWN ACCOUNT,
ANY OF THE CONFIDENTIAL INFORMATION PREVIOUSLY OBTAINED DURING HIS EMPLOYMENT OR
WHICH IS HEREAFTER OBTAINED DURING THE CONSULTING TERM WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, UNLESS, AND TO THE EXTENT THAT, THE AFOREMENTIONED
MATTERS (I) ARE OR BECOME GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC
OTHERWISE THAN AS A DIRECT OR INDIRECT RESULT OF EXECUTIVE'S ACTS OR OMISSIONS
TO ACT IN THE PROTECTION OF SUCH CONFIDENTIAL INFORMATION OR (II) ARE DISCLOSED
TO EXECUTIVE BY A THIRD PARTY WHO, TO THE BEST KNOWLEDGE OF EXECUTIVE, IS NOT
THEREBY IN BREACH 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 14, 2004) 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 EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION
PERIOD HAS EXPIRED AND THAT PENDING ACCEPTANCE OF THIS AGREEMENT BY EXECUTIVE,
AND OTHER THAN AS MAY BE PROVIDED FOR BY THE TERMS OF THE EMPLOYMENT AGREEMENT,
UPON TERMINATION OF EMPLOYMENT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE ANY OF
THE PAYMENTS OR TO PROVIDE ANY OF THE BENEFITS TO