MAY PROVIDE IN A
TIMELY MANNER; PROVIDED, HOWEVER, THAT IF A MEMBER PARTY DETERMINES THAT IT MUST
MAKE A LEGALLY REQUIRED DISCLOSURE UNDER REGULATION FD, THEN IT SHALL HAVE THE
RIGHT TO MAKE SUCH DISCLOSURE AT SUCH TIME AS IS NECESSARY TO COMPLY WITH
REGULATION FD AND SHALL PROVIDE THE OTHER MEMBER PARTY WITH AS MUCH NOTICE AND
OPPORTUNITY FOR REVIEW AND COMMENT AS IS PRACTICABLE IN THE CIRCUMSTANCES.
12.6
NOTIFICATION.
THE RECEIVING PARTY SHALL NOTIFY THE DISCLOSING
PARTY IMMEDIATELY, AND COOPERATE WITH THE DISCLOSING PARTY AS THE DISCLOSING
PARTY MAY REASONABLY REQUEST, UPON THE RECEIVING PARTY'S DISCOVERY OF ANY LOSS
OR COMPROMISE OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION.
12.7
PERMITTED USES.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
THE CONTRARY, REGARDLESS OF WHICH MEMBER PARTY IS THE DISCLOSING PARTY, TO THE
EXTENT THAT ANY CONFIDENTIAL INFORMATION RELATES SPECIFICALLY TO THE COMBINATION
PRODUCT, INCLUDING ANY SUCH CONFIDENTIAL INFORMATION CONSISTING OF COMBINATION
PRODUCT REGULATORY DOCUMENTATION, EACH MEMBER PARTY SHALL HAVE THE RIGHT TO USE
SUCH CONFIDENTIAL INFORMATION IN CONNECTION WITH ANY EXPLOITATION OF THE
COMBINATION PRODUCT TO THE EXTENT PERMITTED BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION (A) ANY USE IN ACCORDANCE WITH THE
LICENSE GRANTS MADE BY THE JV TO THE MEMBER PARTIES IN SECTION 6.2, OR WITH THE
RIGHTS OF REFERENCE GRANTED BY
77
THE JV TO THE MEMBER PARTIES IN SECTIONS 6.4(B), 6.4(C) AND 6.4(D), AS THE CASE
MAY BE, OR (B) IN CONNECTION WITH THE PREPARATION AND/OR SUBMISSION TO
REGULATORY AUTHORITIES AS REQUIRED IN CONNECTION WITH ANY FILING OR APPLICATION,
OR REQUEST FOR REGULATORY APPROVAL FOR THE COMBINATION PRODUCT ANYWHERE IN THE
WORLD.
12.8
REMEDIES.
EACH PARTY AGREES THAT THE UNAUTHORIZED USE OR
DISCLOSURE OF ANY MATERIAL CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY IN
VIOLATION OF THIS AGREEMENT MAY CAUSE SEVERE AND IRREPARABLE DAMAGE TO THE
DISCLOSING PARTY, FOR WHICH MONEY DAMAGES REPRESENT AN INSUFFICIENT REMEDY.
IN
THE EVENT OF ANY VIOLATION OF THIS SECTION 12, NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, THE DISCLOSING PARTY SHALL BE AUTHORIZED AND ENTITLED
TO SEEK FROM ANY COURT OF COMPETENT JURISDICTION INJUNCTIVE RELIEF, WHETHER
PRELIMINARY OR PERMANENT, WITH RESPECT TO SUCH VIOLATION AS WELL AS ANY OTHER
RELIEF PERMITTED BY APPLICABLE LAW, AND MAY OBTAIN THAT RELIEF WITHOUT MAKING A
SHOWING OF INSUFFICIENCY OF MONEY DAMAGES OR IRREPARABLE HARM.
THE RECEIVING
PARTY AGREES TO WAIVE ANY REQUIREMENT THAT THE DISCLOSING PARTY POST BOND AS A
CONDITION FOR OBTAINING ANY SUCH RELIEF.
SECTION 13.
WARRANTIES; INDEMNITIES
13.1
REPRESENTATIONS, WARRANTIES AND COVENANTS.
EACH MEMBER PARTY
HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE OTHER MEMBER PARTY AS OF THE
EFFECTIVE DATE AS FOLLOWS:
(A)
SUCH MEMBER PARTY AS APPLICABLE (I) HAS THE
POWER AND AUTHORITY AND THE LEGAL RIGHT TO ENTER INTO THIS AGREEMENT, THE
OPERATING AGREEMENT AND ANY ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND TO
PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER, AND (II) HAS TAKEN ALL
NECESSARY ACTION ON ITS PART REQUIRED TO AUTHORIZE THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE