OF EITHER PARTY, ACCRUED OR TO
ACCRUE, FOR BREACH OF ANY OF THE TERMS OF THIS AGREEMENT;
D.
ALL SUBLICENSES GRANTED PRIOR TO THE DATE OF TERMINATION OF BY
VTAL TO A CT ENDOSCOPY APPLICATION AND/OR A VC APPLIANCE; AND
E.
ANY OTHER RIGHT OR OBLIGATION OF EITHER PARTY UNDER ANY OTHER
SECTION OF THIS AGREEMENT.
12.
NON-DISCLOSURE.
EACH PARTY REPRESENTS AND WARRANTS THAT NEITHER
IT NOR ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS HAVE PUBLICIZED OR
DISCLOSED TO ANYONE, AND IT AGREES NOT TO (AND AGREES NOT TO PERMIT ITS
DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS TO) PUBLICIZE OR DISCLOSE (EXCEPT
PURSUANT TO A SIGNED CONFIDENTIALITY AGREEMENT) TO ANYONE: (I) THE TERMS AND
CONDITIONS OF THIS AGREEMENT, (II) THE SUBSTANCE OF OR CIRCUMSTANCES SURROUNDING
THE NEGOTIATION OF THIS AGREEMENT, OR (III) THE AMOUNTS OR RANGE OF AMOUNTS
AGREED TO BE PAID BY VTAL PURSUANT TO THIS AGREEMENT.
THE PARTIES AGREE THAT
PROMPTLY FOLLOWING THE DATE HEREOF THEY SHALL MAKE A JOINT PRESS RELEASE IN THE
FORM OF EXHIBIT B HERETO, AND THEREAFTER SHALL MAKE NO FURTHER PRESS RELEASES
REGARDING THIS AGREEMENT WITHOUT THE CONSENT OF THE OTHER, WHICH CONSENT WILL
NOT BE UNREASONABLY WITHHELD.
IT SHALL NOT BE A BREACH OF THE FOREGOING
OBLIGATION AS TO NON-DISCLOSURE AND PRESS RELEASES TO MAKE DISCLOSURES
CONSISTENT IN CONTENT AND SCOPE WITH THE INITIAL PRESS RELEASE OR AS MAY BE
NECESSARY (A) AS TO THE NON-DISCLOSURE OBLIGATION ONLY, IN CONNECTION WITH THE
PREPARATION OF A PARTY'S TAX RETURNS OR FINANCIAL RECORDS; (B) IN ORDER TO
SATISFY THE REQUIREMENTS OF LAW; (C) IN ORDER TO COMPLY WITH THE LAWFUL ORDERS
OR PROCESSES OF COURTS AND OTHER GOVERNMENT AGENCIES; OR (D) IN ORDER TO ENFORCE
OR COMPLY WITH THIS AGREEMENT.
IF EITHER PARTY RECEIVES ANY SUBPOENA OR OTHER
LEGAL PROCESS THAT PURPORTS TO REQUIRE OR COMPEL INFORMATION THAT IS PROTECTED
UNDER THIS AGREEMENT, IT SHALL GIVE THE OTHER PARTY PROMPT WRITTEN NOTICE
THEREOF.
13.
MISCELLANEOUS.
A.
VTAL SHALL HAVE THE RIGHT TO GRANT SUBLICENSES WITH RESPECT TO ANY
OF THE RIGHTS GRANTED HEREUNDER.
B.
NO WAIVER OR MODIFICATION OF ANY OF THE TERMS OF THIS AGREEMENT
SHALL BE VALID UNLESS IN WRITING.
NO WAIVER BY EITHER PARTY OF A BREACH OR
DEFAULT OF THIS AGREEMENT SHALL BE DEEMED A WAIVER OF ANY FUTURE BREACH OR
DEFAULT.
C.
WHENEVER NOTICE IS REQUIRED TO BE GIVEN UNDER THIS AGREEMENT, A
WRITING SIGNED BY THE PARTY SERVING SUCH NOTICE AND MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE OTHER PARTY, SHALL BE DEEMED GOOD AND
SUFFICIENT NOTICE.
SUCH NOTICES SHALL BE ADDRESSED TO THE PARTIES AT THE LAST
KNOWN ADDRESSES, BUT EITHER PARTY MAY CHANGE SUCH ADDRESS BY GIVING THE OTHER
PARTY NOTICE THEREOF IN THE MANNER HEREIN SET FORTH.
D.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NORTH CAROLINA.
ANY DISPUTES REGARDING THIS AGREEMENT SHALL BE
RESOLVED BY AN ACTION FILED IN THE COURTS OF THE STATE OF NORTH CAROLINA.
E.
THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE
PARTIES