EXCEPTIONS.
RECIPIENT MAY DISCLOSE THE CONFIDENTIAL INFORMATION OF
DISCLOSER, IF SUCH DISCLOSURE IS REQUIRED BY LAW, PROVIDED THAT RECIPIENT
PROMPTLY NOTIFIES DISCLOSER TO ALLOW INTERVENTION BY DISCLOSER (PRIOR TO THE
DISCLOSURE), COOPERATES WITH DISCLOSER TO CONTEST OR MINIMIZE THE DISCLOSURE
(INCLUDING APPLICATION FOR A PROTECTIVE ORDER) AT RECIPIENT'S EXPENSE AND LIMITS
SUCH DISCLOSURE TO THE PARTY ENTITLED TO RECEIVE THE CONFIDENTIAL INFORMATION
AND TO THE SCOPE OF THE LEGAL REQUIREMENT.
NOTWITHSTANDING THE FOREGOING, ANY
CONFIDENTIAL INFORMATION DISCLOSED PURSUANT TO THIS SECTION 7.4 SHALL OTHERWISE
CONTINUE TO BE TREATED AS CONFIDENTIAL INFORMATION HEREUNDER.
7.5 CONFIDENTIALITY OF AGREEMENT.
NEITHER PARTY WILL PUBLICLY DISCLOSE ANY TERM
OF THIS AGREEMENT OR ANNOUNCE THE EXISTENCE OF THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT THAT EACH PARTY MAY REVEAL THE TERMS
OF THIS AGREEMENT (A) TO ITS ACCOUNTANTS, BANKS, FINANCING SOURCES, LAWYERS AND
OTHER PROFESSIONAL ADVISORS, PROVIDED THAT SUCH PARTIES UNDERTAKE IN WRITING TO
KEEP SUCH INFORMATION CONFIDENTIAL, OR (B) AS REQUIRED BY APPLICABLE LAWS AND
REGULATIONS INCLUDING THOSE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION ON
THE NOTIFICATION.
EACH PARTY MAY ALSO DISCLOSE THE TAX TREATMENT AND TAX
STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ALL MATERIALS
OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO IT
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.
7.6 REPRODUCTION OF CONFIDENTIAL INFORMATION.
CONFIDENTIAL INFORMATION SHALL
NOT BE REPRODUCED EXCEPT AS REQUIRED TO IMPLEMENT THIS AGREEMENT.
ANY REPRODUCTION OR DERIVATIVE OF ANY CONFIDENTIAL INFORMATION OF DISCLOSER BY
RECIPIENT SHALL REMAIN THE PROPERTY OF DISCLOSER AND SHALL CONTAIN ALL
CONFIDENTIAL OR PROPRIETARY NOTICES OR LEGENDS WHICH APPEAR ON THE ORIGINAL.
VIII.
REPRESENTATIONS AND WARRANTIES
8.1 REPRESENTATIONS AND WARRANTIES BY LICENSOR:
LICENSOR REPRESENTS, WARRANTS
AND COVENANTS TO LICENSEE:
(A) CORPORATE POWER.
LICENSOR IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE
LAWS OF DELAWARE AND HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND TO CARRY OUT THE PROVISIONS HEREOF.
(B) DUE AUTHORIZATION.
LICENSOR IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THE PERSON EXECUTING THIS
AGREEMENT ON LICENSOR'S BEHALF HAS BEEN DULY AUTHORIZED TO DO SO BY ALL
REQUISITE CORPORATE ACTION.
(C) BINDING AGREEMENT.
THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION BINDING
UPON LICENSOR AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY LICENSOR DOES NOT CONFLICT WITH
ANY AGREEMENT, INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, TO WHICH IT IS A
PARTY OR BY WHICH IT MAY BE BOUND, NOR VIOLATE ANY MATERIAL LAW OR REGULATION OF
ANY COURT, GOVERNMENTAL BODY OR ADMINISTRATIVE OR OTHER AGENCY HAVING
JURISDICTION OVER IT.
(D) GRANT OF RIGHTS.
LICENSOR HAS NOT, AND WILL NOT DURING THE TERM OF THIS
AGREEMENT, GRANT ANY RIGHT TO ANY THIRD PARTY THAT WOULD CONFLICT WITH THE
RIGHTS GRANTED TO LICENSEE HEREUNDER.
(E) VALIDITY.
LICENSOR IS AWARE OF NO ACTION, SUIT OR INQUIRY OR INVESTIGATION
INSTITUTED BY ANY GOVERNMENTAL AGENCY THAT QUESTIONS OR THREATENS THE VALIDITY
OF THIS