DISCLOSURE IT BELIEVES IN
GOOD FAITH BASED UPON THE ADVICE OF COUNSEL IS REQUIRED BY APPLICABLE LAW, RULE
OR REGULATION OR ANY LISTING OR TRADING AGREEMENT CONCERNING ITS OR ITS
AFFILIATES' PUBLICLY TRADED SECURITIES; PROVIDED, HOWEVER, THAT SUCH
45
Public Disclosure shall minimize to the extent possible the financial
information disclosed, and that prior to making such Public Disclosure, the
disclosing Party shall provide to the other Party a copy of the materials
proposed to be disclosed and provide the receiving Party with an opportunity to
promptly review the Public Disclosure. Notwithstanding the foregoing, the
Parties shall agree upon a joint press release to announce the execution of this
Agreement, together with a corresponding Question & Answer outline for use in
responding to inquiries about the Agreement; thereafter, MGI and SuperGen may
each disclose the information contained in such press release and Question &
Answer outline without the need for further approval by the other. In addition,
notwithstanding anything to the contrary, each Party shall have the right to
disclose the existence and terms of this Agreement to the extent set forth in
Section 11.5 above.
16.10
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
16.11
EXPORT LAWS. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ALL OBLIGATIONS OF SUPERGEN AND MGI ARE SUBJECT TO PRIOR
COMPLIANCE WITH UNITED STATES AND FOREIGN EXPORT REGULATIONS AND SUCH OTHER
UNITED STATES AND FOREIGN LAWS AND REGULATIONS AS MAY BE APPLICABLE, AND TO
OBTAINING ALL NECESSARY APPROVALS REQUIRED BY THE APPLICABLE AGENCIES OF THE
GOVERNMENTS OF THE UNITED STATES AND FOREIGN JURISDICTIONS. SUPERGEN AND MGI
SHALL COOPERATE WITH EACH OTHER AND SHALL PROVIDE ASSISTANCE TO THE OTHER AS
REASONABLY NECESSARY TO OBTAIN ANY REQUIRED APPROVALS.
16.12
Limitation of Liability. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR
SPECIAL DAMAGES, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT OR UNDER ANY
OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS FURTHER SHALL NOT APPLY TO
EITHER PARTY'S OBLIGATIONS UNDER ARTICLE 13, OR EITHER PARTY'S BREACH OF
ARTICLE 11. The Parties agree that nothing in this Section 16.12 shall in any
way affect or impair the ability of the Parties to seek injunctive relief
pursuant to Section 16.2 hereof.
16.13
NO SOLICITATION. FOR A PERIOD OF THREE (3) YEARS AFTER
THE EFFECTIVE DATE, EACH PARTY SHALL NOT, WITHOUT THE OTHER PARTY'S PRIOR
WRITTEN CONSENT, SOLICIT THE EMPLOYMENT OF ANY PERSON THAT IS EMPLOYED BY SUCH
OTHER PARTY OR ITS AFFILIATE; PROVIDED THAT SUCH RESTRICTION SHALL NOT PREVENT
EITHER PARTY FROM MAKING SOLICITATIONS OF EMPLOYMENT THAT ARE DIRECTED GENERALLY
AT THIRD PARTIES, WHETHER OR NOT EMPLOYED BY SUCH OTHER PARTY, AND SHALL NOT
PREVENT THE HIRE OF INDIVIDUALS RESPONDING TO SUCH GENERAL SOLICITATIONS OF
EMPLOYMENT.
16.14
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH ALL
THE EXHIBITS HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES WITH