OBLIGATIONS OR BENEFITS, EITHER
UNDER THIS AGREEMENT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, IF JANSSEN
DECIDES TO SEEK A LICENSE, AND VERTEX ELECTS NOT TO SEEK SUCH LICENSE, JANSSEN
MAY SEEK TO OBTAIN SUCH LICENSE FOR ITS BENEFIT [***] PROVIDED THAT THE TERMS
AND CONDITIONS OF SUCH LICENSE DO NOT INCLUDE AN ADMISSION OF INVALIDITY OF ANY
VERTEX PATENT RIGHTS OR JOINT PATENT RIGHTS, OR RESTRICT VERTEX'S ABILITY TO
CHALLENGE OR LITIGATE THE VALIDITY OR APPLICABILITY OF ANY INTELLECTUAL PROPERTY
TO WHICH THE LICENSE RELATES.
10.7.3
THE PARTY FIRST HAVING ACTUAL NOTICE OF ANY CLAIM, ACTION OR
PROCEEDING REFERENCED IN SECTION 10.7.1 ABOVE SHALL PROMPTLY NOTIFY THE OTHER
PARTY IN WRITING, SETTING FORTH IN REASONABLE DETAIL, TO ITS KNOWLEDGE, THE
FACTS RELATED TO ANY SUCH CLAIM, ACTION OR PROCEEDING. THE PARTIES SHALL
PROMPTLY DISCUSS PROPOSED RESPONSES TO ANY SUCH MATTERS.
10.8
TRADEMARKS. JANSSEN SHALL HAVE THE RIGHT BUT NOT THE OBLIGATION TO USE
VERTEX' TRADEMARKS TO MARKET AND PROMOTE THE PRODUCT IN ITS TERRITORY, SUBJECT
TO THE PROVISIONS OF THE LICENSE TO BE PROVIDED UNDER SECTION 7.6 HEREOF.
JANSSEN MAY, HOWEVER, SELECT ALL TRADEMARKS WHICH IT EMPLOYS IN CONNECTION WITH
PRODUCT IN THE TERRITORY, AND SUBJECT TO THE FOLLOWING SENTENCE, SHALL OWN AND
CONTROL, AND SHALL BE RESPONSIBLE FOR REGISTRATION AND MAINTENANCE OF ALL SUCH
TRADEMARKS. IN THE EVENT JANSSEN SELECTS A PRODUCT TRADEMARK FOR ANY COUNTRY IN
THE TERRITORY THAT IS THE SAME AS THE PRODUCT TRADEMARK SELECTED BY VERTEX FOR
USE IN THE UNITED STATES, VERTEX WILL OWN THE RELATED TRADEMARK AND WILL PROVIDE
JANSSEN WITH A LICENSE AS PROVIDED IN SECTION 7.6 OF THIS AGREEMENT TO USE THAT
TRADEMARK IN THE TERRITORY. [***]
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED
AS A GRANT OF RIGHTS, BY LICENSE OR OTHERWISE, TO VERTEX TO USE ANY TRADEMARKS
OWNED BY JANSSEN FOR ANY PURPOSE, EXCEPT AS MIGHT OTHERWISE BE PERMITTED UNDER
APPLICABLE LAW OR AS PROVIDED IN ARTICLE 13 HEREOF IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT BY VERTEX WITH CAUSE OR BY JANSSEN WITHOUT CAUSE.
ARTICLE 11 -CONFIDENTIALITY, PUBLICATION AND PUBLICITY
11.1
NONDISCLOSURE OBLIGATION. ALL INFORMATION DISCLOSED BY ONE PARTY TO THE
OTHER PARTY SHALL BE MAINTAINED IN CONFIDENCE BY THE RECEIVING PARTY AND SHALL
NOT BE DISCLOSED TO A THIRD PARTY OR USED FOR ANY PURPOSE EXCEPT AS SET FORTH
HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE DISCLOSING PARTY, EXCEPT TO THE
EXTENT THAT SUCH INFORMATION:
11.1.1
IS KNOWN BY THE RECEIVING PARTY AT THE TIME OF ITS RECEIPT, AND NOT
THROUGH A PRIOR DISCLOSURE BY THE DISCLOSING PARTY, AS DOCUMENTED BY THE
RECEIVING PARTY'S CONTEMPORANEOUS BUSINESS RECORDS;
11.1.2
IS IN THE PUBLIC DOMAIN THROUGH NO BREACH OF THIS AGREEMENT BY THE
RECEIVING PARTY;
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
38
11.1.3
IS SUBSEQUENTLY DISCLOSED TO THE RECEIVING PARTY BY A THIRD PARTY WHO
MAY LAWFULLY MAKE SUCH DISCLOSURE AND IS NOT TO THE BEST OF THE RECEIVING
PARTY'S KNOWLEDGE