General Counsel
In the case of IMCLONE, to:
ImClone Systems Incorporated
180 Varick Street
New York, NY 10014
Attention: General Counsel
ARTICLE 14 - CONFIDENTIALITY
14.1
WHILE THIS AGREEMENT IS IN EFFECT, AND FOR A PERIOD OF FIVE
(5) YEARS THEREAFTER, ANY TECHNICAL OR BUSINESS RELATED INFORMATION OR MATERIALS
WHICH AVENTIS OR IMCLONE MAY DISCLOSE TO EACH OTHER SHALL BE TREATED AS
CONFIDENTIAL TO
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THE EXTENT PERMITTED BY LAW.
WRITTEN CONFIDENTIAL INFORMATION SHALL BE
IDENTIFIED AS CONFIDENTIAL INFORMATION.
NON-WRITTEN CONFIDENTIAL INFORMATION
SHALL BE REDUCED TO WRITING AND IDENTIFIED AS CONFIDENTIAL INFORMATION BY THE
DISCLOSING PARTY WITHIN FORTY-FIVE (45) DAYS OF DISCLOSURE.
CONFIDENTIAL
INFORMATION AND MATERIALS SHALL BE MAINTAINED IN CONFIDENCE BY THE RECEIVING
PARTY AND SHALL NOT BE DISCLOSED TO ANY THIRD PARTY WITHOUT PRIOR WRITTEN
CONSENT OF THE DISCLOSING PARTY, OTHER THAN AS CONTEMPLATED BY THE TERMS OF THIS
AGREEMENT.
THIS OBLIGATION SHALL NOT APPLY TO INFORMATION WHICH:
(A)
IS IN THE PUBLIC DOMAIN PRIOR TO THE
DISCLOSURE THROUGH NO FAULT OF THE RECEIVING PARTY;
(B)
BECOMES PART OF THE PUBLIC DOMAIN SUBSEQUENT
TO DISCLOSURE THROUGH NO FAULT OF THE RECEIVING PARTY;
(C)
IS LAWFULLY DISCLOSED TO THE RECEIVING
PARTY BY A THIRD PARTY WHO IS NOT OBLIGATED TO RETAIN SUCH INFORMATION IN
CONFIDENCE;
(D)
IS IN THE RECEIVING PARTY'S POSSESSION PRIOR
TO DISCLOSURE AS SHOWN BY REASONABLE PROOF;
(E)
LAWFULLY BECOMES PUBLICLY KNOWN FOLLOWING
DISCLOSURE TO A GOVERNMENT PATENT AGENCY IN CONNECTION WITH THE PROSECUTION OF
ANY PATENT RIGHTS OR A REGULATORY AGENCY RESPONSIBLE FOR THE APPROVAL OF
THERAPEUTIC PRODUCTS; OR
(F)
MUST BE PUBLICLY DISCLOSED PURSUANT TO
ANY GOVERNMENT STATUTE OR REGULATION OR ANY COURT ORDER.
ARTICLE 15 - MISCELLANEOUS PROVISIONS
15.1
THIS AGREEMENT SHALL BE CONSTRUED, GOVERNED, INTERPRETED AND
APPLIED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT THAT
QUESTIONS AFFECTING THE CONSTRUCTION AND EFFECT OF ANY PATENT SHALL BE
DETERMINED BY THE PATENT LAW OF THE COUNTRY IN WHICH SUCH PATENT WAS GRANTED.
15.2
THE PARTIES HERETO ACKNOWLEDGE THAT THIS AGREEMENT SETS FORTH THE
ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO AS TO THE SUBJECT
MATTER HEREOF EXCEPT FOR AS SET OUT IN THE THREE-WAY SETTLEMENT AND THE SIDE
LETTER.
ANY OTHER EXPRESS OR IMPLIED AGREEMENTS AND UNDERSTANDINGS, EITHER ORAL
OR WRITTEN, WITH REGARD TO THE SUBJECT MATTER HEREOF (INCLUDING THE LICENSE
AGREEMENT), ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT MAY BE
AMENDED, OR ANY TERM HEREOF MODIFIED, ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED
BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES HERETO.
15.3
IF ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS AGREEMENT IS
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY
AND
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ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT IN ANY WAY
BE AFFECTED OR IMPAIRED THEREBY.
IN THE EVENT THAT THE ABSENCE OF THE
INVALIDATED PROVISION(S) ADVERSELY AFFECTS THE SUBSTANTIVE RIGHTS OF THE
PARTIES, THE PARTIES SHALL USE THEIR BEST