BE VOID.
ANY PERMITTED ASSIGNEE WILL ASSUME ALL OBLIGATIONS OF ITS ASSIGNOR
UNDER THIS AGREEMENT.
NO ASSIGNMENT WILL RELIEVE EITHER PARTY OF RESPONSIBILITY
FOR THE PERFORMANCE OF ANY OBLIGATION, WHICH ACCRUED PRIOR TO THE EFFECTIVE DATE
OF SUCH ASSIGNMENT.
17.5
EFFECT OF AN EVENT OF FORCE MAJEURE.
NEITHER PARTY
WILL BE HELD LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGES RESULTING FROM ANY
FAILURE OR DELAY IN ITS PERFORMANCE DUE HEREUNDER (OTHER THAN THE PAYMENT OF
MONEY) CAUSED BY AN EVENT OF FORCE MAJEURE.
IF EITHER PARTY IS DELAYED OR
RENDERED UNABLE TO PERFORM DUE TO AN EVENT OF FORCE MAJEURE, THE AFFECTED PARTY
WILL GIVE NOTICE OF THE SAME AND ITS EXPECTED DURATION TO THE OTHER PARTY
PROMPTLY AFTER THE OCCURRENCE OF THE CAUSE RELIED UPON, AND UPON THE GIVING OF
SUCH NOTICE THE OBLIGATIONS OF THE PARTY GIVING THE NOTICE WILL BE SUSPENDED
DURING THE CONTINUANCE OF THE FORCE MAJEURE; PROVIDED, HOWEVER, SUCH PARTY WILL
TAKE COMMERCIALLY REASONABLE STEPS TO REMEDY THE FORCE MAJEURE WITH ALL
REASONABLE DISPATCH.
THE REQUIREMENT THAT FORCE MAJEURE BE REMEDIED WITH ALL
REASONABLE DISPATCH WILL NOT REQUIRE THE SETTLEMENT OF STRIKES OR LABOR
CONTROVERSIES BY ACCEDING TO THE DEMANDS OF THE OPPOSING PARTY.
17.6
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF STATE OF
DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES.
17.7
NOTICES.
ALL NOTICES, REQUESTS AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT WILL BE IN WRITING AND WILL BE DEEMED TO
HAVE BEEN DULY GIVEN AT THE TIME OF RECEIPT IF DELIVERED BY HAND OR COMMUNICATED
BY ELECTRONIC TRANSMISSION (RECEIPT CONFIRMED), OR, IF MAILED, THREE (3) DAYS
AFTER MAILING BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH
POSTAGE PREPAID:
If to SuperGen, to:
SuperGen, Inc.
4140 Dublin Road
Suite 200
Dublin, California 94568
Attention:
Lucy Chang
If to ***, to:
***
Attention:
General Manager
Phone:
***
Telefax:
***
24
With a copy to:
***
Attention:
General Counsel
Telefax:
***
Either Party may change its notice address above to a different address by
giving the other Party written notice of such change.
17.8
HEADINGS.
PARAGRAPH HEADINGS AND CAPTIONS USED
HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY AND WILL NOT BE USED IN THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
17.9
CONTINUING OBLIGATIONS.
TERMINATION, ASSIGNMENT OR
EXPIRATION OF THIS AGREEMENT WILL NOT RELIEVE EITHER PARTY FROM FULL PERFORMANCE
OF ANY OBLIGATIONS INCURRED PRIOR THERETO.
17.10
WAIVER.
NEITHER PARTY'S WAIVER OF ANY BREACH OR FAILURE
TO ENFORCE ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, WILL
IN ANY WAY AFFECT, LIMIT OR WAIVE SUCH PARTY'S RIGHT THEREAFTER TO ENFORCE AND
COMPEL STRICT COMPLIANCE WITH EVERY TERM AND CONDITION OF THIS AGREEMENT.
17.11
CONSTRUCTION.
THIS AGREEMENT HAS BEEN JOINTLY PREPARED ON
THE BASIS OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND WILL NOT BE CONSTRUED
AGAINST EITHER PARTY BY REASON OF SUCH PARTY'S BEING THE DRAFTER HEREOF OR
THEREOF.
WHEN INTRODUCING A SERIES OF ITEMS, THE TERM "INCLUDING"