PROMOTIONAL MATERIALS, PACKAGING, AND LICENSED PRODUCT
USING THE PRODUCT TRADEMARKS OWNED BY SUPERGEN TO SUPERGEN FOR SUPERGEN'S
REASONABLE APPROVAL PRIOR TO THEIR FIRST USE AND PRIOR TO ANY SUBSEQUENT CHANGE
OR ADDITION TO SUCH PROMOTIONAL MATERIALS PROVIDED THAT IF SUPERGEN HAS NOT
RESPONDED WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH SUBMISSIONS, SUPERGEN'S
APPROVAL WILL BE DEEMED TO HAVE BEEN RECEIVED. SUPERGEN SHALL HAVE THE RIGHT TO
MONITOR THE QUALITY OF LICENSE PRODUCT FOR WHICH ITS PRODUCT TRADEMARKS ARE
USED, AS REASONABLY REQUESTED FROM TIME TO TIME.
10.7
TERMINATION. MGI'S RIGHT TO USE THE PRODUCT
TRADEMARKS OWNED BY SUPERGEN SHALL TERMINATE IN EACH COUNTRY OF THE TERRITORY IN
WHICH MGI'S RIGHTS TO DISTRIBUTE THE LICENSED PRODUCT EXPIRE OR ARE TERMINATED
IN ACCORDANCE WITH THIS AGREEMENT. MGI SHALL COOPERATE IN THE CANCELLATION OF
ANY TRADEMARK LICENSES, AND REGISTERED USER AGREEMENTS, RECORDED OR ENTERED INTO
IN SUCH COUNTRIES.
11. CONFIDENTIALITY
11.1
NON-USE AND NON-DISCLOSURE. EXCEPT AS EXPRESSLY
PROVIDED HEREIN, THE PARTIES AGREE THAT THE RECEIVING PARTY SHALL NOT PUBLISH OR
OTHERWISE DISCLOSE, AND SHALL NOT USE FOR ANY PURPOSE, ANY CONFIDENTIAL
INFORMATION OF THE OTHER PARTY HERETO OBTAINED IN CONNECTION WITH THIS
AGREEMENT, AND ANY USE AND DISCLOSURE BY OR UNDER AUTHORITY OF A PARTY OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION IN ACCORDANCE WITH THIS AGREEMENT SHALL
BE SUBJECT TO A NON-USE AND NON-DISCLOSURE AGREEMENT COMPARABLE TO THE TERMS
HEREOF. EACH PARTY SHALL TAKE THE SAME REASONABLE MEASURES NECESSARY TO PREVENT
ANY DISCLOSURE BY ITS EMPLOYEES, AGENTS, CONTRACTORS, AND CONSULTANTS OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION AS IT APPLIES TO THE PROTECTION OF ITS
OWN CONFIDENTIAL INFORMATION.
11.2
EXCLUSIONS. INFORMATION SHALL NOT BE CONSIDERED
CONFIDENTIAL INFORMATION HEREUNDER IF IT:
11.2.1
WAS ALREADY IN THE POSSESSION OF THE RECEIVING PARTY
PRIOR TO ITS RECEIPT FROM THE DISCLOSING PARTY, AS SHOWN BY THE RECEIVING
PARTY'S BOOKS AND RECORDS (EXCEPT THAT THIS EXCLUSION SHALL NOT CAUSE DECITABINE
IMPROVEMENTS TO NOT BE THE CONFIDENTIAL INFORMATION OF SUPERGEN);
11.2.2
IS, OR BECOMES, PART OF THE PUBLIC KNOWLEDGE OR
LITERATURE THROUGH NO FAULT, ACT OR OMISSION OF THE RECEIVING PARTY, PROVIDED,
CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED TO HAVE ENTERED THE PUBLIC DOMAIN
BY REASON OF ITS HAVING BEEN FILED WITH ANY REGULATORY AUTHORITY;
31
11.2.3
IS, OR BECOMES, AVAILABLE TO THE RECEIVING PARTY FROM A
SOURCE OTHER THAN THE DISCLOSING PARTY, WHICH SOURCE HAS RIGHTFULLY OBTAINED THE
SAME INFORMATION AND HAS NO OBLIGATION OF CONFIDENTIALITY WITH RESPECT TO IT;
11.2.4
IS MADE AVAILABLE ON AN UNRESTRICTED BASIS BY THE
DISCLOSING PARTY TO A THIRD PARTY UNAFFILIATED WITH THE DISCLOSING PARTY; OR
11.2.5
IS INDEPENDENTLY DEVELOPED WITHOUT USE OF OR REFERENCE
TO THE OTHER PARTY'S CONFIDENTIAL INFORMATION.
11.3
PERMITTED USE AND DISCLOSURES. NOTWITHSTANDING
THE PROVISIONS OF SECTION 11.1 ABOVE, (I) EACH PARTY HERETO MAY USE AND DISCLOSE
THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO THE EXTENT SUCH DISCLOSURE IS
REASONABLY NECESSARY TO EXERCISE THE RIGHTS GRANTED TO IT, OR RESERVED BY IT,
UNDER THIS AGREEMENT (INCLUDING THE RIGHT TO GRANT SUBLICENSES, AS APPLICABLE),
AND (II) EACH PARTY HERETO MAY