HAVE ACCESS DURING NORMAL
BUSINESS HOURS TO SUCH OF THE RECORDS OF JUVARIS AS MAY BE REASONABLY NECESSARY
TO VERIFY COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS WELL AS THE ACCURACY
OF THE REPORTS HEREUNDER; PROVIDED, HOWEVER, THAT JUVARIS SHALL NOT BE OBLIGATED
TO DISCLOSE ANY INFORMATION IN SUCH RECORDS TO THE EXTENT SUCH DISCLOSURE WOULD
VIOLATE THE TERMS OF AN AGREEMENT BETWEEN JUVARIS AND A JUVARIS CUSTOMER.
JUVARIS SHALL CERTIFY ANY STATEMENTS BY JUVARIS PERSONNEL AS TO THEIR ACCURACY
AND CORRECTNESS.
ARTICLE 3.
IMPROVEMENTS
Valentis shall be free to research, develop and patent any improvements made by
Valentis to the Licensed Technology and, except as expressly set forth herein,
no rights shall be or are to be construed as granted under this Agreement to
Juvaris to any patents or patent applications (other than the Patent Rights)
arising from such activities.
ARTICLE 4.
REPORTS AND RECORDS
4.1
REPORTS.
JUVARIS SHALL MAKE A WRITTEN REPORT TO VALENTIS WITHIN
THIRTY (30) DAYS AFTER EACH ANNIVERSARY OF THE EFFECTIVE DATE DESCRIBING
JUVARIS' ACTIVITIES UNDER THE RIGHTS GRANTED TO JUVARIS PURSUANT TO SECTION
2.1.
EACH SUCH REPORT SHALL ALSO CONTAIN A WRITTEN
5
certification that Juvaris is in material compliance with all relevant terms and
conditions of this Agreement.
Valentis shall treat all such reports as
Confidential Information of Juvaris.
4.2
RECORDS.
JUVARIS SHALL, AND SHALL CAUSE ANY JUVARIS CUSTOMER TO
USE REASONABLE EFFORTS TO, KEEP COMPLETE, TRUE AND ACCURATE BOOKS OF ACCOUNT AND
RECORDS FOR THE PURPOSE OF DETERMINING COMPLIANCE WITH THIS AGREEMENT.
ARTICLE 5.
CONFIDENTIALITY
5.1
CONFIDENTIAL INFORMATION.
EXCEPT AS EXPRESSLY PROVIDED HEREIN,
THE PARTIES AGREE THAT, FOR THE TERM OF THIS AGREEMENT AND FOR FIVE (5) YEARS
THEREAFTER, THE RECEIVING PARTY SHALL KEEP CONFIDENTIAL AND SHALL NOT PUBLISH OR
OTHERWISE DISCLOSE, AND SHALL NOT USE FOR ANY PURPOSE EXCEPT FOR THE PURPOSES
CONTEMPLATED BY THIS AGREEMENT, ANY CONFIDENTIAL INFORMATION FURNISHED TO SUCH
RECEIVING PARTY BY A DISCLOSING PARTY HERETO, EXCEPT TO THE EXTENT THAT IT CAN
BE ESTABLISHED BY THE RECEIVING PARTY BY WRITTEN PROOF THAT SUCH CONFIDENTIAL
INFORMATION:
(A)
WAS ALREADY KNOWN TO THE RECEIVING PARTY, OTHER THAN UNDER AN
OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY, AT THE TIME OF
DISCLOSURE;
(B)
WAS GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AT THE TIME OF ITS DISCLOSURE TO THE RECEIVING PARTY;
(C)
BECAME GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AFTER ITS DISCLOSURE OTHER THAN THROUGH ANY ACT OR OMISSION OF THE
RECEIVING PARTY IN BREACH OF THIS AGREEMENT; OR
(D)
WAS SUBSEQUENTLY DISCLOSED TO THE RECEIVING PARTY BY A PERSON OR
ENTITY WITH NO OBLIGATION TO THE DISCLOSING PARTY WITH RESPECT TO SUCH
INFORMATION.
5.2
PERMITTED USE AND DISCLOSURES.
EACH PARTY HERETO MAY USE OR
DISCLOSE INFORMATION DISCLOSED TO IT BY THE OTHER PARTY TO THE EXTENT SUCH USE
OR DISCLOSURE IS REASONABLY NECESSARY FOR THE PURPOSES CONTEMPLATED BY THIS
AGREEMENT, AND IN SUCH CASE PURSUANT TO A CONFIDENTIALITY AGREEMENT NO LESS
RESTRICTIVE THAN THE TERMS SET