THAN THE LICENSED PRODUCTS, FROM TAKING POSITIONS INCONSISTENT WITH OR
CONTESTING THE CORRECTNESS OF ANY OF THE RULINGS MADE IN THE ACTION.
5.7
THE PARTIES FURTHER ACKNOWLEDGE THAT THEY ARE NOT RELYING AND HAVE
NOT RELIED ON ANY REPRESENTATION OR STATEMENT MADE BY DEPOMED, IVAX AND/OR TEVA
WITH RESPECT TO THE FACTS INVOLVED IN THE ACTION, OR WITH REGARD TO THEIR RIGHTS
OR ASSERTED RIGHTS IN REGARD TO THE ACTION.
THE PARTIES HEREBY ASSUME THE RISK
OF ANY MISTAKE OF FACT WITH REGARD TO THE ACTION OR ANY OF THE FACTS THAT ARE
NOW UNKNOWN TO THEM RELATING THERETO.
THE PARTIES ACKNOWLEDGE THAT THEY MAY
LATER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE THAT THEY KNOW OR
BELIEVE TO BE TRUE WITH RESPECT TO THE CLAIMS RELEASED HEREIN, AND AGREE THAT IN
SUCH EVENT, THIS AGREEMENT SHALL NEVERTHELESS REMAIN EFFECTIVE IN ALL RESPECTS,
NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS OR DISCOVERY OF THOSE FACTS.
5.8
NOTHING IN THIS SECTION 5 SHALL PREVENT ANY PARTY FROM PROVIDING
DISCOVERY TO THE EXTENT REQUIRED TO COMPLY WITH AN ORDER OF A COURT OF COMPETENT
JURISDICTION COMPELLING SUCH PARTY TO PROVIDE DISCOVERY, AND SUCH COMPLIANCE
SHALL NOT BE DEEMED TO BE DIRECTLY OR INDIRECTLY ASSISTING THE PURSUIT OF ANY
DISPUTE.
6.
REPRESENTATIONS AND WARRANTIES
6.1
DEPOMED REPRESENTS AND WARRANTS THAT DEPOMED OWNS ALL RIGHT, TITLE
AND INTEREST IN THE LICENSED PATENTS AS OF THE EFFECTIVE DATE.
6.2
EACH PARTY HERETO WARRANTS AND REPRESENTS TO THE OTHER PARTIES
THAT ITS EXECUTION HEREOF HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION OF SUCH PARTY AND WILL HOLD HARMLESS ANY PARTY TO THIS AGREEMENT FOR
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ATTORNEYS' FEES, COSTS, EXPENSES, OR DAMAGES INCURRED OR PAID AS A RESULT OF ANY
ASSERTION THAT SUCH PERSON OR ENTITY LACKS SUCH AUTHORITY.
7.
CONFIDENTIALITY
7.1
THE SPECIFIC TERMS OF THIS AGREEMENT SHALL BE CONFIDENTIAL AND NO
PARTY MAY AUTHORIZE THE PUBLIC DISCLOSURE BEYOND THAT ALREADY MADE AS OF THE
DATE OF THIS AGREEMENT TO LEGAL, ACCOUNTING AND FINANCIAL CONSULTANTS, UNLESS
SUCH DISCLOSURE IS COMPELLED BY A COURT OR ADMINISTRATIVE AGENCY OR OTHERWISE
REQUIRED BY LAW, OR APPLICABLE REQUIREMENTS OF THE SECURITIES EXCHANGE ON WHICH
A PARTY'S SECURITIES ARE LISTED.
IN THE EVENT A PARTY IS COMPELLED OR REQUIRED
BY LAW TO DISCLOSE SUCH INFORMATION (BY REASON OF COMPLIANCE WITH SECURITIES
LAWS OR REQUIREMENTS OR OTHERWISE), REASONABLE NOTICE SHALL BE PROVIDED TO THE
OTHER PARTY SO THAT THE PARTIES WILL USE COMMERCIALLY REASONABLE EFFORTS TO
AGREE UPON THE CONTENT OF THE DISCLOSURE, AND THE EXTENT OF SUCH DISCLOSURE WILL
NOT EXCEED THAT NECESSARY TO COMPLY WITH APPLICABLE LAW OR REQUIREMENTS.
WITH
RESPECT TO ANY INFORMATION CONTAINED IN A PUBLIC DISCLOSURE PERMITTED UNDER THIS
PARAGRAPH, THIS CONFIDENTIALITY PROVISION NO LONGER APPLIES TO SUCH INFORMATION.
8.
NOTICES
8.1
ANY NOTICE GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING AND
TRANSMITTED BY REGISTERED MAIL AND FACSIMILE TO THE FOLLOWING ADDRESSES:
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If to DEPOMED:
Depomed, Inc.
1360 O'Brien Drive
Menlo Park, CA 94025
Facsimile:
(650) 462-9993
Attn:
President
With