THE COMPANY'S BUSINESS THAT ARE EXCLUDED FROM THIS AGREEMENT.
7.
TERMINATION.
THE CONSULTING PERIOD MAY BE TERMINATED BY THE
CONSULTANT UPON 30 DAYS' WRITTEN NOTICE TO THE COMPANY.
THE CONSULTING PERIOD
MAY NOT BE TERMINATED BY THE COMPANY.
8.
SURVIVAL OF CERTAIN AGREEMENTS.
THE COVENANTS AND AGREEMENTS SET
FORTH IN PARAGRAPHS 3, 5 AND 6 SHALL SURVIVE THE CONSULTING PERIOD AND REMAIN IN
FULL FORCE AND EFFECT REGARDLESS OF SUCH TERMINATION AND PAYMENT SHALL CONTINUE
FOR THE ORIGINAL TERM OF THE AGREEMENT.
9.
NOTICE.
ANY NOTICE TO BE DELIVERED PURSUANT TO THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED DELIVERED UPON SERVICE, IF SERVED
PERSONALLY, OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, IF MAILED BY
FIRST CLASS MAIL, POSTAGE PREPAID, REGISTERED OR CERTIFIED WITH RETURN RECEIPT
REQUESTED, AND ADDRESSED TO THE OTHER PARTY AT THE FOLLOWING ADDRESS, OR SUCH
ADDRESS AS MAY BE DESIGNATED IN ACCORDANCE HEREWITH:
To the Company:
Depomed, Inc.
1360 O'Brien Drive
Menlo Park, CA
94025
Attention: President
To CONSULTANT:
at the address set forth at Schedule A
4
10.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON CONSULTANT,
AND, EXCEPT AS REGARDS PERSONAL SERVICES, UPON CONSULTANT'S HEIRS, PERSONAL
REPRESENTATIVES, EXECUTORS AND ADMINISTRATORS, AND SHALL INURE TO THE BENEFIT OF
THE COMPANY, ITS SUCCESSORS AND ASSIGNS.
11.
ENFORCEMENT.
IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED TO
BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT SHALL BE VALID AND
ENFORCEABLE TO THE MAXIMUM EXTENT POSSIBLE.
12.
AMENDMENT.
THIS AMENDMENT MAY BE MODIFIED OR AMENDED ONLY BY
MUTUAL WRITTEN CONSENT OF THE PARTIES.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA EXCLUDING THOSE LAWS
THAT DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
15.
ENTIRE AGREEMENT.
THIS INSTRUMENT CONTAINS THE ENTIRE AGREEMENT
OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR
AND CONTEMPORANEOUS NEGOTIATIONS, CORRESPONDENCE, UNDERSTANDINGS AND AGREEMENTS
OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
16.
SUCCESSORS.
ANY SUCCESSOR TO THE COMPANY (WHETHER DIRECT OR
INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER, CONSOLIDATION, LIQUIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS AND/OR ASSETS
SHALL ASSUME THE OBLIGATIONS UNDER THIS AGREEMENT AND AGREE EXPRESSLY TO
PERFORM THE OBLIGATIONS UNDER THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM SUCH OBLIGATIONS IN THE
ABSENCE OF A SUCCESSION.
THE TERMS OF THIS AGREEMENT AND ALL OF CONSULTANT'S
RIGHTS HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
CONSULTANT'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
17.
DEFINITIONS.
FOR THE PURPOSES OF THIS AGREEMENT:
17.1.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION DISCLOSED TO
CONSULTANT AS A CONSEQUENCE OF OR THROUGH PERFORMANCE OF SERVICES