TO LICENSOR.
4.4
EFFECT OF TERMINATION.
4.4.1
ACCRUED RIGHTS AND OBLIGATIONS.
TERMINATION OF THIS AGREEMENT FOR
ANY REASON SHALL NOT RELEASE ANY PARTY HERETO FROM ANY LIABILITY WHICH, AT THE
TIME OF SUCH TERMINATION, HAS ALREADY ACCRUED TO THE OTHER PARTY OR WHICH IS
ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH TERMINATION, NOR PRECLUDE EITHER PARTY
FROM PURSUING ANY RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN
EQUITY WHICH ACCRUED OR ARE BASED UPON ANY EVENT OCCURRING PRIOR TO SUCH
TERMINATION.
4.4.2
RETURN OF MATERIALS.
UPON ANY TERMINATION OF THIS AGREEMENT, EACH
PARTY SHALL PROMPTLY RETURN TO THE OTHER PARTY ALL CONFIDENTIAL INFORMATION
RECEIVED FROM THE OTHER PARTY (EXCEPT ONE COPY OF WHICH MAY BE RETAINED FOR
ARCHIVAL PURPOSES).
4.4.3
STOCK ON HAND.
IN THE EVENT THIS AGREEMENT IS TERMINATED FOR ANY
REASON, SUPERGEN AND ITS SUBLICENSEES SHALL HAVE THE RIGHT TO SELL OR OTHERWISE
DISPOSE OF THE STOCK OF ANY LICENSED PRODUCT SUBJECT TO THIS AGREEMENT THEN ON
HAND, SUBJECT TO ARTICLE 3.
4.4.4
SUBLICENSEES.
IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT
ANY SUBLICENSES GRANTED BY SUPERGEN SHALL REMAIN IN FORCE AND EFFECT AND SHALL
BE ASSIGNED BY SUPERGEN TO LICENSOR, PROVIDED, THAT SUCH SUBLICENSEE IS
CURRENTLY IN GOOD STANDING WITH REGARD TO ITS OBLIGATIONS UNDER THE SUBLICENSE
OR HAS CURED ANY DEFAULT OR BREACH WITHIN THE PERIOD PROVIDED IN SUCH
SUBLICENSE, AND FURTHER PROVIDED, THAT THE FINANCIAL OBLIGATIONS OF EACH SUCH
SUBLICENSEE SHALL BE LIMITED TO THOSE DUE LICENSOR HEREUNDER FOR THE PRACTICE OF
SUCH A SUBLICENSE.
4.4.5
UNPAID AMOUNTS.
TERMINATION OF THIS AGREEMENT SHALL NOT AFFECT
LICENSOR'S RIGHT TO RECOVER FROM SUPERGEN ANY ROYALTIES, FEES OR PATENT EXPENSES
WHICH SUPERGEN IS OBLIGATED TO PAY TO LICENSOR, WHICH OBLIGATION ACCRUED PRIOR
TO THE EFFECTIVE DATE OF SUCH TERMINATION.
4.4.6
LICENSES.
SUBJECT TO SECTION 4.1, UPON TERMINATION OF THIS
AGREEMENT, THE LICENSES GRANTED HEREIN SHALL TERMINATE AND THE INTELLECTUAL
PROPERTY RIGHTS GRANTED HEREIN SHALL REVERT TO LICENSOR, AT NO COST TO LICENSOR.
4.5
SURVIVAL.
ARTICLES 1, 5, 7, AND 10, AND SECTIONS 4.4 - 4.5 SHALL
SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
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ARTICLE 5
CONFIDENTIALITY
5.1
CONFIDENTIAL INFORMATION.
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY SHALL USE FOR ITS OWN BENEFIT OR THE BENEFIT OF ANY
THIRD PARTY, OR DISCLOSE TO ANY THIRD PARTY, ANY CONFIDENTIAL, PROPRIETARY OR
TRADE SECRET INFORMATION (THE "CONFIDENTIAL INFORMATION") RECEIVED FROM THE
OTHER PARTY HERETO, DURING THE TERM OF THIS AGREEMENT AND FOR FIVE (5) YEARS
THEREAFTER.
ALL CONFIDENTIAL INFORMATION MUST BE DESIGNATED AS SUCH BY
DISCLOSING PARTY IN WRITING AT OR BEFORE THE DISCLOSURE IS MADE IN WRITING, OR
WITHIN THIRTY (30) DAYS OF SUCH DISCLOSURE.
5.2
PERMITTED DISCLOSURES.
NOTWITHSTANDING SECTION 5.1 ABOVE,
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY OF THE FOLLOWING INFORMATION
WHICH THE RECEIVING PARTY CAN DEMONSTRATE BY COMPETENT EVIDENCE:
5.2.1
WAS ALREADY KNOWN TO THE RECEIVING PARTY, OTHER THAN UNDER AN
OBLIGATION OF CONFIDENTIALITY, AT THE TIME OF DISCLOSURE;
5.2.2
WAS GENERALLY AVAILABLE TO THE PUBLIC