EFFORTS, UNDER THE GUIDANCE OF ITS ATTORNEYS, TO OBTAIN
CONFIDENTIAL TREATMENT OF THIS AGREEMENT AS PERMITTED BY LAW OR APPLICABLE RULES
AND REGULATIONS AND PAR SHALL PROVIDE BIOCON WITH A COPY OF THE DISCLOSURE
INTENDED TO BE MADE, AND THE OPPORTUNITY TO PROVIDE COMMENTS THEREON THAT SHALL
BE DULY CONSIDERED BY PAR.
11.5
EACH PARTY, AT THE REQUEST OF THE OTHER, SHALL RETURN CONFIDENTIAL
INFORMATION DISCLOSED TO IT HEREUNDER, IN WHATEVER FORM CONTAINED, INCLUDING ALL
NOTES OR MEMORANDA MADE BY ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES OBTAINED OR
DERIVED FROM ANY SUCH CONFIDENTIAL INFORMATION, INCLUDING ANY LISTING WHICH
IDENTIFIES THE DOCUMENTS WHICH WERE PROVIDED, EXCEPT THAT ONE COPY OF THIS
AGREEMENT MAYBE RETAINED AT EACH PARTY'S OFFICE OF COUNSEL, TO MAINTAIN A RECORD
OF THE SAME.
ARTICLE 12
MISCELLANEOUS
12.1
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF
THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS REGARDING THE SAME.
THIS AGREEMENT
MAY NOT BE CHANGED, MODIFIED, AMENDED OR SUPPLEMENTED EXCEPT BY A WRITTEN
INSTRUMENT SIGNED BY BOTH PARTIES.
FURTHERMORE, IT IS THE INTENTION
15
OF THE PARTIES THAT THIS AGREEMENT BE CONTROLLING OVER ADDITIONAL OR DIFFERENT
TERMS OF ANY ORDER, CONFIRMATION, INVOICE OR SIMILAR DOCUMENT, EVEN IF ACCEPTED
IN WRITING BY BOTH PARTIES, AND THAT WAIVERS AND AMENDMENTS SHALL BE EFFECTIVE
ONLY IF MADE BY NON-PRE-PRINTED AGREEMENTS CLEARLY UNDERSTOOD BY BOTH PARTIES TO
BE AN AMENDMENT OR WAIVER.
12.2
ASSIGNABILITY.
THIS AGREEMENT MAY NOT BE ASSIGNED BY EITHER PARTY
WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, (A) EITHER
PARTY MAY ASSIGN THIS AGREEMENT TO ANY ENTITY WHICH ACQUIRES SUBSTANTIALLY ALL
OF ITS ASSETS OR BUSINESS, AND (B) PAR MAY ASSIGN THIS AGREEMENT, IN WHOLE OR IN
PART, TO ANY AFFILIATE OF PAR.
12.3
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD
ILLEGAL OR UNENFORCEABLE, THAT PROVISION SHALL BE LIMITED OR ELIMINATED TO THE
MINIMUM EXTENT NECESSARY SO THAT THIS AGREEMENT SHALL OTHERWISE REMAIN IN FULL
FORCE AND EFFECT AND ENFORCEABLE.
12.4
FURTHER ASSURANCES.
EACH PARTY HERETO AGREES TO EXECUTE,
ACKNOWLEDGE AND DELIVER SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH OTHER ACTS,
AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT
OF THIS AGREEMENT.
12.5
USE OF PARTY'S NAME.
NO RIGHT, EXPRESS OR IMPLIED, IS GRANTED BY
THIS AGREEMENT TO EITHER PARTY TO USE IN ANY MANNER THE NAME OF THE OTHER OR ANY
OTHER TRADE NAME OR TRADEMARK OF THE OTHER IN CONNECTION WITH THE PERFORMANCE OF
THIS AGREEMENT.
12.6
NOTICE AND REPORTS.
ALL NOTICES, CONSENTS OR APPROVALS REQUIRED BY
THIS AGREEMENT SHALL BE IN WRITING SENT BY CERTIFIED OR REGISTERED AIR MAIL,
POSTAGE PREPAID OR BY FACSIMILE OR CABLE (CONFIRMED BY SUCH CERTIFIED OR
REGISTERED MAIL) TO THE PARTIES AT THE FOLLOWING ADDRESSES OR SUCH OTHER
ADDRESSES AS MAY BE DESIGNATED IN WRITING BY THE RESPECTIVE PARTIES:
To Biocon:
Biocon Limited
20th KM Hosur Road
Electronics City PO
Bangalore 560 100
Attn: Head, Legal & General Counsel
Fax: +91-80-2852-3423