foregoing shall hereinafter collectively be referred to as
"Confidential Information".
For a period commencing on the date hereof and
ending ten (10) years from the date of the termination of this Agreement,
Consultant shall keep strictly confidential any and all Confidential Information
which has been disclosed to Consultant and shall not divulge in any manner
whatsoever any such information to any person, firm, corporation, partnership or
other entity.
4.03
SHOULD CONSULTANT BREACH OR THREATEN TO BREACH
THIS AGREEMENT, CONSULTANT SHALL BE LIABLE TO BIOVAIL IN EQUITY AND/OR IN LAW
FOR DAMAGES THAT MAY BE SUFFERED BY BIOVAIL AS A RESULT OF THE BREACH OR
THREATENED BREACH.
CONSULTANT UNDERSTANDS THAT A BREACH OF THIS AGREEMENT MAY
RESULT IN IRREPARABLE HARM TO BIOVAIL SUCH AS TO WARRANT THE ENTITLEMENT TO A
PRELIMINARY, INTERLOCUTORY AND/OR PERMANENT INJUNCTION AND/OR OTHER EQUITABLE
RELIEF AND CONSULTANT SPECIFICALLY AGREES THAT CONSULTANT WILL NOT ARGUE THE
ADEQUACY OF DAMAGES IN ANY SUCH PROCEEDING.
4.04
ALL CONFIDENTIAL INFORMATION DISCLOSED BY BIOVAIL
TO CONSULTANT DURING THE COURSE OF THIS AGREEMENT (OR PRIOR TO THE EXECUTION
HEREOF OR FOLLOWING THE TERMINATION OF THIS AGREEMENT) AND ANY RIGHTS RELATED
THERETO, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF
KNOW HOW, PATENT, TRADEMARK COPYRIGHT AND ANY OTHER RIGHTS RELATED IN ANY WAY TO
ANY SUCH CONFIDENTIAL INFORMATION, ARE AND SHALL REMAIN THE EXCLUSIVE AND
ABSOLUTE PROPERTY OF BIOVAIL.
4.05
CONSULTANT SHALL NOT, EXCEPT AS AND TO THE EXTENT
REQUIRED TO ENABLE CONSULTANT TO CARRY OUT CONSULTANT'S DUTIES WITH BIOVAIL,
MAKE ANY COPIES OR REPRODUCE THE CONFIDENTIAL INFORMATION NOR SHALL CONSULTANT
REMOVE OR CAUSE TO HAVE REMOVED
3
FROM THE PREMISES OF BIOVAIL ANY CONFIDENTIAL INFORMATION UNLESS REQUIRED TO DO
SO IN ORDER TO FULFILL CONSULTANT'S DUTIES WITH BIOVAIL.
SUCH COPIES OR
REPRODUCTIONS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
CONSULTANT SHALL TAKE ALL STEPS SO AS TO RESTRICT ACCESS TO AND PROTECT THE
STRICT CONFIDENTIALITY OF SUCH COPIES OR REPRODUCTIONS OF THE CONFIDENTIAL
INFORMATION.
ANY SUCH COPIES OR REPRODUCTIONS MADE SHALL BECOME, UPON THEIR
BEING MADE, THE EXCLUSIVE AND ABSOLUTE PROPERTY OF BIOVAIL.
4.06
UPON REQUEST OF BIOVAIL, CONSULTANT AGREES TO
IMMEDIATELY SURRENDER TO BIOVAIL ALL DOCUMENTATION AND INFORMATION, NOTES,
DRAWINGS, RECORDINGS, MANUALS, LETTERS, CORRESPONDENCE, COMPUTER DATA AND
PROGRAMS, RECORDS, BOOKS OR ANY OTHER MATERIALS RELATING TO THE CONFIDENTIAL
INFORMATION WHICH IS IN CONSULTANT'S POSSESSION.
4.07
THE DISCLOSURE OR DIVULGING OF ANY CONFIDENTIAL
INFORMATION CONTRARY TO THIS AGREEMENT, OR THE VIOLATION OF THIS AGREEMENT IN
ANY WAY SHALL RESULT IN IMMEDIATE TERMINATION OF THIS AGREEMENT.
5.
NON-SOLICITATION
5.01
DURING THE TERM OF THIS AGREEMENT AND FOR A
PERIOD OF TWO YEARS THEREAFTER, CONSULTANT WILL NOT DIRECTLY OR INDIRECTLY HIRE
ANY EMPLOYEE OF BIOVAIL OR ITS AFFILIATED COMPANIES WITH RESPECT TO THE
BUSINESSES CONDUCTED BY BIOVAIL OR ITS AFFILIATED COMPANIES, OR ATTEMPT TO
INDUCE ANY SUCH EMPLOYEE TO LEAVE HIS OR HER EMPLOYMENT WITH BIOVAIL OR ITS
AFFILIATED COMPANIES.
5.02
THE CONSULTANT SHALL DISCLOSE TO BIOVAIL ANY AND
ALL INTELLECTUAL PROPERTY WHICH CONSULTANT MAY MAKE SOLELY, JOINTLY,