THE PUBLICATION OF
- 48 -
[ * ] = Confidential treatment of certain confidential information contained in
this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
CONFIDENTIAL INFORMATION OF ARRAY CONTAINED THEREIN.
AMGEN SHALL CONSIDER ALL
REASONABLE COMMENTS MADE BY ARRAY TO THE PROPOSED PUBLICATION, INCLUDING WHETHER
TO POSTPONE THE PUBLICATION FOR UP TO AN ADDITIONAL SIXTY (60) DAYS IN ORDER TO
ALLOW THE CONSIDERATION OF APPROPRIATE PATENT APPLICATIONS OR OTHER PROTECTION
TO BE FILED ON CONFIDENTIAL INFORMATION OF ARRAY CONTAINED IN THE PUBLICATION OR
REMOVE CONFIDENTIAL INFORMATION OF ARRAY FROM THE INFORMATION INTENDED TO BE
PUBLISHED.
9.7
ATTORNEY-CLIENT PRIVILEGE.
NEITHER PARTY IS WAIVING, NOR SHALL BE
DEEMED TO HAVE WAIVED OR DIMINISHED, ANY OF ITS ATTORNEY WORK PRODUCT
PROTECTIONS, ATTORNEY-CLIENT PRIVILEGES OR SIMILAR PROTECTIONS AND PRIVILEGES AS
A RESULT OF DISCLOSING INFORMATION PURSUANT TO THIS AGREEMENT, OR ANY OF ITS
CONFIDENTIAL INFORMATION (INCLUDING CONFIDENTIAL INFORMATION RELATED TO PENDING
OR THREATENED LITIGATION) TO THE RECEIVING PARTY, REGARDLESS OF WHETHER THE
DISCLOSING PARTY HAS ASSERTED, OR IS OR MAY BE ENTITLED TO ASSERT, SUCH
PRIVILEGES AND PROTECTIONS.
THE PARTIES:
(A) SHARE A COMMON LEGAL AND
COMMERCIAL INTEREST IN SUCH DISCLOSURE THAT IS SUBJECT TO SUCH PRIVILEGES AND
PROTECTIONS; (B) ARE OR MAY BECOME JOINT DEFENDANTS IN PROCEEDINGS TO WHICH THE
INFORMATION COVERED BY SUCH PROTECTIONS AND PRIVILEGES RELATES; (C) INTEND THAT
SUCH PRIVILEGES AND PROTECTIONS REMAIN INTACT SHOULD EITHER PARTY BECOME SUBJECT
TO ANY ACTUAL OR THREATENED PROCEEDING TO WHICH THE DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION COVERED BY SUCH PROTECTIONS AND PRIVILEGES RELATES; AND
(D) INTEND THAT AFTER THE EFFECTIVE DATE BOTH THE RECEIVING PARTY AND THE
DISCLOSING PARTY SHALL HAVE THE RIGHT TO ASSERT SUCH PROTECTIONS AND PRIVILEGES.
ARTICLE X - REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
10.1
MUTUAL REPRESENTATIONS AND WARRANTIES.
EACH OF THE PARTIES HEREBY
REPRESENTS AND WARRANTS AS OF THE EFFECTIVE DATE AS FOLLOWS:
(A)
IT IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAW OF ITS JURISDICTION
OF INCORPORATION AND IT HAS FULL CORPORATE POWER AND AUTHORITY AND HAS TAKEN ALL
CORPORATE ACTION NECESSARY TO ENTER INTO AND PERFORM THIS AGREEMENT.
(B)
THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION BINDING UPON SUCH PARTY AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE AGREEMENT BY SUCH PARTY DOES NOT CONFLICT WITH ANY AGREEMENT,
INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, TO WHICH IT IS A PARTY OR BY WHICH
IT IS BOUND, NOR VIOLATE ANY LAW.
(C)
TO ITS KNOWLEDGE, NO GOVERNMENT AUTHORIZATION, CONSENT, APPROVAL, LICENSE,
EXEMPTION OF OR FILING OR REGISTRATION WITH ANY COURT OR GOVERNMENTAL AUTHORITY
OR UNDER LAW, IS OR WILL BE NECESSARY FOR, OR IN CONNECTION WITH, THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT
EXECUTED CONCURRENTLY HEREWITH, OR (EXCEPT FOR MARKETING APPROVALS, LICENSES,
CLEARANCES AND THE LIKE NECESSARY FOR THE COMMERCIALIZATION, RESEARCH,
DEVELOPMENT, MANUFACTURE, SALES OR MARKETING OF PHARMACEUTICAL PRODUCTS AND
EXCEPT FOR ANY REQUIRED FILING WITH THE UNITED STATES SECURITIES AND