such other Party (with the cooperation of the receiving Party) can seek a
protective order or other order limiting or preventing disclosure; and provided,
further, that the disclosing Party furnishes only that portion of the
Information which it is advised by counsel is legally required under the
circumstances.
10.1.3
TERMS OF THIS AGREEMENT.
EXCEPT AS PROVIDED IN SECTION
10.1.2 HEREOF, EPIX AND SCHERING EACH AGREE NOT TO DISCLOSE ANY TERMS OR
CONDITIONS OF THIS AGREEMENT TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, EXCEPT AS REQUIRED BY APPLICABLE LAW.
IF EITHER
PARTY DETERMINES THAT IT IS REQUIRED TO FILE THIS AGREEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION OR OTHER GOVERNMENTAL AGENCY FOR ANY REASON, SUCH PARTY
SHALL REQUEST CONFIDENTIAL TREATMENT OF SUCH PORTIONS OF THIS AGREEMENT AS THE
PARTIES SHALL TOGETHER DETERMINE IS APPROPRIATE.
NOTWITHSTANDING THE FOREGOING,
PRIOR TO EXECUTION OF THIS AGREEMENT, EPIX AND SCHERING HAVE AGREED UPON THE
SUBSTANCE OF INFORMATION THAT CAN BE USED AS A ROUTINE REFERENCE IN THE USUAL
COURSE OF BUSINESS TO DESCRIBE THE TERMS OF THIS TRANSACTION, AND EPIX AND
SCHERING MAY DISCLOSE SUCH INFORMATION, AS MODIFIED BY MUTUAL AGREEMENT FROM
TIME TO TIME, WITHOUT THE OTHER PARTY'S CONSENT AS MAY BE NECESSARY FROM TIME TO
TIME.
10.2
INJUNCTIVE RELIEF.
THE PARTIES HERETO UNDERSTAND
AND AGREE THAT REMEDIES AT LAW MAY BE INADEQUATE TO PROTECT AGAINST ANY BREACH
OF ANY OF THE PROVISIONS OF THIS ARTICLE 10 BY
28
EITHER PARTY OR THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS OR ANY OTHER
PERSON ACTING IN CONCERT WITH IT OR ON ITS BEHALF.
ACCORDINGLY, EACH PARTY
SHALL BE ENTITLED TO THE GRANTING OF INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF
BY A COURT OF COMPETENT JURISDICTION AGAINST ANY ACTION THAT CONSTITUTES ANY
SUCH BREACH OF THIS ARTICLE 10, IN ADDITION TO ANY MONETARY DAMAGES TO WHICH A
PARTY MAY BE ENTITLED.
11.
REPRESENTATIONS AND WARRANTIES
11.1
REPRESENTATIONS AND WARRANTIES.
EPIX AND
SCHERING EACH REPRESENT AND WARRANT TO THE OTHER, AS OF THE EFFECTIVE DATE AS
FOLLOWS:
11.2
ORGANIZATION.
IT IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IS IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, IS QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION IN WHICH THE PERFORMANCE
OF ITS OBLIGATIONS HEREUNDER REQUIRES SUCH QUALIFICATION AND HAS ALL REQUISITE
POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO CONDUCT ITS BUSINESS AS NOW
BEING CONDUCTED, TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT.
11.3
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THIS AGREEMENT: (A) HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION AND (B) DO NOT AND WILL NOT VIOLATE ANY PROVISION OF
ANY AGREEMENT, LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD PRESENTLY IN EFFECT HAVING APPLICABILITY TO IT OR ANY
PROVISION OF ITS CHARTER DOCUMENTS.
11.4
NO INCONSISTENT OBLIGATION.
IT IS NOT UNDER ANY
OBLIGATION TO ANY PERSON, OR ENTITY, CONTRACTUAL OR OTHERWISE, THAT