THIS SECTION 3.2.
SECTION 3.3
INFRINGEMENT OF THIRD PARTY PATENTS.
IF A CLAIM
ALLEGING INFRINGEMENT OF THIRD PARTY PATENTS IS MADE AGAINST THE PURCHASER, THEN
THE PURCHASER SHALL DEFEND AGAINST SUCH A
*CONFIDENTIAL TREATMENT REQUESTED
9
CLAIM AT ITS COST AND EXPENSE, BUT THE COMPANY MAY BE REPRESENTED IN SUCH EVENT
BY LEGAL COUNSEL IN AN ADVISORY CAPACITY AT ITS OWN EXPENSE.
THE PURCHASER
SHALL KEEP THE COMPANY INFORMED OF THE STATUS OF THE CASE.
SECTION 3.4
COOPERATION.
IN THE EVENT THAT THE PURCHASER TAKES
ACTION PURSUANT TO SECTION 3.2 OR SECTION 3.3 ABOVE, THE COMPANY SHALL
PARTICIPATE IN SUCH ACTION (INCLUDING, WITHOUT LIMITATION, JOINING AS A PARTY TO
SUCH ACTION) AND COOPERATE WITH THE PURCHASER TO THE EXTENT REASONABLY REQUESTED
BY THE PURCHASER.
THE COMPANY SHALL PROVIDE ASSISTANCE AND COOPERATION TO THE
PURCHASER WITHOUT ANY CHARGE TO THE PURCHASER, PROVIDED, HOWEVER, THAT THE
PURCHASER SHALL PAY THE COMPANY'S REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN
CONNECTION WITH SUCH ASSISTANCE AND COOPERATION.
SECTION 3.5
THIRD PARTY LICENSES.
ALL THIRD-PARTY LICENSES PURSUANT
TO WHICH THE LICENSES OR RIGHTS IN THIS AGREEMENT ARE GRANTED ARE ATTACHED IN
EXHIBIT B HERETO ("THIRD PARTY LICENSES").
THE COMPANY HEREBY SUBLICENSES TO
THE PURCHASER, TO THE FULLEST EXTENT PERMISSIBLE UNDER THE THIRD PARTY LICENSES,
ALL RIGHTS AND LICENSES OF THE COMPANY UNDER SUCH LICENSES, INCLUDING ANY RIGHTS
TO GRANT FURTHER SUBLICENSES.
TO THE EXTENT THAT THE THIRD PARTY LICENSES DO
NOT ALLOW FOR A FULL SUBLICENSING BY THE COMPANY OF ALL ITS RIGHTS UNDER SUCH
THIRD PARTY LICENSES, THE COMPANY WILL TAKE ALL ACTIONS PERMISSIBLE UNDER THE
APPLICABLE THIRD PARTY LICENSE IN ORDER TO ALLOW THE PURCHASER TO EXERCISE ITS
RIGHTS HEREUNDER, INCLUDING WITHOUT LIMITATION: (I) APPOINTING THE PURCHASER TO
ACT AS A DISTRIBUTOR OR AGENT OF THE COMPANY, PROVIDED, HOWEVER, THAT THE
BENEFITS OF SUCH RELATIONSHIP SHALL BE ACCRUE TO THE PURCHASER IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT; AND (II) PERFORMING MANUFACTURING OR
DISTRIBUTION IN ACCORDANCE WITH THE TERMS OF SUCH THIRD PARTY LICENSES, THE
BENEFITS OF WHICH SHALL ACCRUE TO THE PURCHASER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
THE COMPANY SHALL TAKE SUCH ADDITIONAL ACTIONS, INCLUDING
WITHOUT LIMITATION GRANTING ADDITIONAL RIGHTS TO THE PURCHASER OR EXECUTING
ADDITIONAL DOCUMENTS OR FILINGS, AS MAY BE REASONABLY REQUIRED BY PURCHASER IN
ORDER FOR PURCHASER TO EXERCISE THE RIGHTS GRANTED HEREUNDER.
ARTICLE IV
CONFIDENTIALITY
SECTION 4.1
CONFIDENTIAL INFORMATION.
ALL CONFIDENTIAL INFORMATION
DISCLOSED BY THE COMPANY TO THE PURCHASER DURING THE TERM OF THIS AGREEMENT
SHALL NOT BE USED BY THE PURCHASER EXCEPT IN CONNECTION WITH THE ACTIVITIES
CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LICENSES
GRANTED PURSUANT TO SECTION 2.1), SHALL BE MAINTAINED IN CONFIDENCE BY THE
PURCHASER (EXCEPT TO THE EXTENT REASONABLY NECESSARY IN CONNECTION WITH
REGULATORY FILINGS RELATING TO THE PRODUCT AND/OR RELATING TO PRACTICING THE
LICENSED PATENT RIGHTS OR LICENSED KNOW-HOW IN ANY WAY, IN ANY FIELD AND FOR ANY
PURPOSE; FOR THE FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS; OR TO
DEVELOP, MAKE, HAVE MADE, USE, OFFER FOR SALE,