PARTY AT
ANY TIME TO REQUIRE PERFORMANCE BY THE OTHER PARTY OF ANY PROVISION OF THIS
AGREEMENT SHALL IN NO WAY AFFECT THE FULL RIGHT TO REQUIRE SUCH PERFORMANCE AT
ANY TIME THEREAFTER, NOR SHALL THE WAIVER BY EITHER PARTY OF A BREACH OF ANY
PROVISION OF THIS AGREEMENT CONSTITUTE A WAIVER OF ANY SUCCEEDING BREACH OF THE
SAME OR ANY OTHER SUCH PROVISION NOR CONSTITUTE A WAIVER OF THE PROVISION
ITSELF.
(C)
PARTIAL INVALIDITY.
IN THE EVENT ANY TERM
OR PROVISION OF THIS AGREEMENT SHALL FOR ANY REASON BE HELD INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER TERM OR PROVISION HEREUNDER, AND THIS AGREEMENT SHALL
BE INTERPRETED AND CONSTRUED AS IF SUCH TERM
27
OR PROVISION, TO THE EXTENT WHICH IT IS INVALID, ILLEGAL OR UNENFORCEABLE, HAD
NEVER BEEN CONTAINED HEREUNDER.
16.
CONFIDENTIAL INFORMATION
(A)
CONFIDENTIAL NATURE OF INFORMATION.
EACH
PARTY AGREES THAT IT WILL TREAT IN CONFIDENCE AND NOT USE (EXCEPT TO FURTHER THE
DEVELOPMENT OF SANSROSA PRODUCTS BY COLLAGENEX) ALL SANSROSA PROPRIETARY
INFORMATION AND ALL OTHER PROPRIETARY INFORMATION CONTAINED IN DOCUMENTS,
MATERIALS AND OTHER INFORMATION OBTAINED FROM ANOTHER PARTY DURING THE COURSE OF
THE NEGOTIATIONS LEADING TO CARRYING OUT THE TRANSACTIONS DESCRIBED IN THIS
AGREEMENT (WHETHER OBTAINED BEFORE OR AFTER THE DATE OF THIS AGREEMENT), AND THE
PREPARATION OF THIS AGREEMENT AND OTHER RELATED DOCUMENTS, AND THAT SUCH
OBLIGATIONS SHALL CONTINUE UNTIL THE SUBJECT INFORMATION IS IN THE PUBLIC
DOMAIN.
(B)
PREVIOUS NON-DISCLOSURE AGREEMENT.
AT ANY
TIME AFTER THE FIRST CLOSING, COLLAGENEX MAY USE OR DISCLOSE ANY CONFIDENTIAL
INFORMATION REASONABLY RELATED TO SANSROSA, AND ITS EARLIER OBLIGATIONS OF
CONFIDENTIALITY WITH RESPECT TO SUCH INFORMATION SHALL TERMINATE; PROVIDED,
HOWEVER, THAT ANY SUCH DISCLOSURE OR USE SHALL NOT COMPROMISE THE PROTECTION OF
ANY PROPRIETARY RIGHTS OR TRADE SECRETS RELATING TO THE SANSROSA PRODUCTS OR THE
PATENT APPLICATIONS OR ANY OF THE OBLIGATIONS OF COLLAGENEX UNDER THIS
AGREEMENT.
(C)
LIMITATIONS ON CONFIDENTIALITY.
THE
OBLIGATION OF EACH PARTY TO TREAT THE NON-PUBLIC DOCUMENTS, MATERIALS AND OTHER
INFORMATION DISCLOSED TO IT IN CONFIDENCE DOES NOT APPLY TO ANY INFORMATION THAT
(A) IS OR BECOMES AVAILABLE TO THE PARTY FROM A SOURCE OTHER THAN THE DISCLOSING
PARTY, (B) IS OR BECOMES AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF
DISCLOSURE BY SUCH PARTY, (C) IS REQUIRED TO BE DISCLOSED UNDER APPLICABLE LAW
OR JUDICIAL PROCESS, BUT ONLY TO THE EXTENT IT MUST BE DISCLOSED, PROVIDED PRIOR
NOTICE HAS BEEN PROVIDED TO THE DISCLOSING PARTY, OR (D) SUCH PARTY REASONABLY
DEEMS NECESSARY TO DISCLOSE TO OBTAIN ANY OF THE CONSENTS OR APPROVALS DESCRIBED
IN THIS AGREEMENT.
(D)
PUBLIC ANNOUNCEMENTS.
NEITHER PARTY SHALL
MAKE ANY DISCLOSURE OF ANY OF THE TERMS OF OR THE EXISTENCE OF THIS AGREEMENT OR
THE TRANSACTIONS THAT IT CONTEMPLATES, UNTIL COLLAGENEX HAS, BY WAY OF A PRESS
RELEASE OR OTHER APPROPRIATE MEANS, MADE A PUBLIC DISCLOSURE OF THE SAME.
28
Executed in two (2) original counterparts as of the date first above written by
their authorized