PARTY REQUIRED BY LAW TO FILE SUCH
TAX RETURNS SHALL PREPARE AND FILE ALL NECESSARY TAX RETURNS AND OTHER
DOCUMENTATION WITH RESPECT TO ALL SUCH TAXES, COSTS AND FEES WITHIN THE TIME
PERIOD PRESCRIBED BY LAW, AND THE OTHER PARTY SHALL PROMPTLY REIMBURSE SUCH
PARTY FOR 50% OF THE AMOUNT OF SUCH TAXES, COSTS AND FEES UPON RECEIPT OF NOTICE
THAT SUCH TAXES, COSTS AND FEES HAVE BEEN PAID.
7.4
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.
(A)
NECESSITY.
SELLER ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND
ITS AFFILIATES AS FOLLOWS:
(I)
THE COVENANTS IN THIS SECTION 7.4, INCLUDING THE SCOPE OF THE
COVENANTS AS TO TIME, GEOGRAPHY AND ACTIVITY, ARE REASONABLE AND NECESSARY TO
PROTECT AND
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PRESERVE BUYER'S AND ITS AFFILIATES' LEGITIMATE BUSINESS INTERESTS WITH RESPECT
TO THE BUSINESS BEING ACQUIRED AND ARE NOT BROADER THAN NECESSARY TO PROTECT
SUCH INTERESTS;
(II)
BUYER AND/OR ITS AFFILIATES WOULD BE IRREPARABLY DAMAGED IF
SELLER OR ITS AFFILIATES WERE TO BREACH THEIR OBLIGATIONS UNDER THIS
SECTION 7.4; AND
(III)
BUYER HAS BEEN MATERIALLY INDUCED BY SELLER TO ENTER INTO THIS
AGREEMENT, AND BUYER WOULD NOT HAVE TAKEN SUCH ACTION, IF SELLER HAD NOT
COVENANTED AS PROVIDED IN THIS SECTION 7.4.
(B)
CONFIDENTIALITY.
SELLER WILL MAINTAIN IN CONFIDENCE AND SAFEGUARD
ALL BUSINESS AND CUSTOMER INFORMATION PRIMARILY RELATED TO THE BUSINESS, AND ALL
TECHNICAL INFORMATION RELATED TO THE BUSINESS, THAT WAS MAINTAINED AS A TRADE
SECRET BY SELLER AS OF THE DATE OF THIS AGREEMENT (COLLECTIVELY, THE
"CONFIDENTIAL INFORMATION").
SELLER
SHALL NOT DISCLOSE ANY SUCH CONFIDENTIAL
INFORMATION TO ANY THIRD PARTY AND SHALL NOT USE SUCH CONFIDENTIAL INFORMATION
EXCEPT (A) IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, (B) TO
CONDUCT ITS SCR BUSINESS, SUBJECT TO THE LIMITATIONS OF THE LICENSE GRANTED BY
SECTION 7.6(B), AND (C) TO KAWASAKI IN THE COURSE OF COMPLYING WITH ITS
OBLIGATIONS UNDER THE KAWASAKI LICENSE AGREEMENT TO THE EXTENT NOT ASSUMED BY
BUYER HEREUNDER OR TO DEFEND ANY CLAIM RELATED TO THE KAWASAKI LICENSE AGREEMENT
(PROVIDED THAT KAWASAKI IS UNDER A WRITTEN OBLIGATION OF CONFIDENTIALITY WITH
RESPECT TO SUCH INFORMATION IN A FORM REASONABLY ACCEPTABLE TO BUYER).
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION THAT: (I) IS, OR
BECOMES, GENERALLY AVAILABLE TO THE PUBLIC EXCEPT TO THE EXTENT THAT SUCH
CONFIDENTIAL INFORMATION BECOMES AVAILABLE TO THE PUBLIC AS A RESULT OF A BREACH
OF SELLER'S OBLIGATION HEREUNDER, (II) IS RECEIVED BY SELLER FROM A THIRD PARTY
WITHOUT AN ACCOMPANYING DUTY OF CONFIDENTIALITY, (III) IS REQUIRED BY LAW TO BE
DISCLOSED BY SELLER, PROVIDED THAT SELLER SHALL GIVE BUYER SUFFICIENT WRITTEN
NOTICE THAT IT IS REQUIRED BY LAW TO MAKE SUCH A DISCLOSURE SO THAT PRIOR TO ANY
SUCH DISCLOSURE, BUYER MAY SEEK APPROPRIATE PROTECTIVE ORDERS;
AND PROVIDED
FURTHER THAT, IN ANY SUCH CASE, SELLER ONLY SHALL BE PERMITTED TO DISCLOSE SUCH
PORTION OF THE INFORMATION THAT SELLER IS ADVISED BY COUNSEL THAT IT IS REQUIRED
TO DISCLOSE BY LAW, (IV) IS DISCLOSED BY SELLER TO COMPLY WITH A VALID
ADMINISTRATIVE OR CONGRESSIONAL SUBPOENA OR PURSUANT TO AN