CONSULTATION WITH, AND
THE AGREEMENT OF THE DISCLOSER (WHICH WILL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED).
THE RECIPIENT'S OBLIGATIONS UNDER PARAGRAPH 8.1 SHALL
NOT EXTEND TO ANY PART OF THE INFORMATION:
(A)
THAT IS DEMONSTRATED TO HAVE BEEN IN THE
PUBLIC DOMAIN OR PUBLICLY KNOWN PRIOR TO THE DATE OF THE DISCLOSURE; OR
(B)
THAT IS DEMONSTRATED, BASED UPON THE
RECIPIENT'S CONTEMPORANEOUS WRITTEN RECORDS TO HAVE BEEN IN THE RECIPIENT'S
POSSESSION FROM A SOURCE NOT UNDER OBLIGATION OF SECRECY TO THE DISCLOSER PRIOR
TO THE DISCLOSURE; OR
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
22
(C)
THAT BECOMES PART OF THE PUBLIC DOMAIN OR
PUBLICLY KNOWN BY PUBLICATION OR OTHERWISE, NOT DUE TO ANY UNAUTHORIZED ACT BY
THE RECIPIENT; OR
(D)
THAT IS DEMONSTRATED FROM CONTEMPORANEOUS
WRITTEN RECORDS TO HAVE BEEN DEVELOPED BY OR FOR THE RECIPIENT WITHOUT REFERENCE
TO CONFIDENTIAL INFORMATION DISCLOSED BY THE DISCLOSER.
8.3
INJUNCTION.
IN VIEW OF THE DIFFICULTIES OF PLACING A MONETARY
VALUE ON THE CONFIDENTIAL INFORMATION, IN THE EVENT OF A BREACH OF THIS
ARTICLE 8, THE DISCLOSER SHALL BE ENTITLED TO A PRELIMINARY AND FINAL INJUNCTION
WITHOUT THE NECESSITY OF POSTING ANY BOND OR UNDERTAKING IN CONNECTION THEREWITH
TO PREVENT FURTHER BREACH OF THIS ARTICLE 8 OR FURTHER UNAUTHORIZED USE OF ITS
CONFIDENTIAL INFORMATION.
THIS REMEDY IS SEPARATE FROM ANY OTHER REMEDY THE
DISCLOSER MAY HAVE.
8.4
RETURN OF CONFIDENTIAL INFORMATION.
UPON THE EXPIRATION OR
TERMINATION, FOR ANY REASON, OF THIS AGREEMENT, RECIPIENT SHALL RETURN PROMPTLY
TO DISCLOSER OR DESTROY, AT DISCLOSER'S OPTION, ALL TANGIBLE MATERIALS THAT
DISCLOSE OR EMBODY CONFIDENTIAL INFORMATION OF THE DISCLOSER.
8.5
RIGHT TO PUBLISH.
PRIOR TO SUBMISSION FOR PUBLICATION OF A
MANUSCRIPT DESCRIBING PATENT RIGHTS, JHU SHALL SEND THE COMPANY A COPY OF SUCH
MANUSCRIPT, AND SHALL ALLOW THE COMPANY SIXTY (60) DAYS FROM THE DATE OF RECEIPT
OF SUCH MAILING TO, AT ITS SOLE DISCRETION, COMMENT ON THE MANUSCRIPT, REMOVE
THE COMPANY'S CONFIDENTIAL INFORMATION AND FILE PATENT APPLICATIONS ON ANY
INVENTIONS RELATED TO THE PATENT RIGHTS AND DISCLOSED THEREIN.
IN NO CASE MAY
JHU PUBLISH COMPANY CONFIDENTIAL INFORMATION WITHOUT THE EXPRESS, WRITTEN
CONSENT OF COMPANY.
ARTICLE 9
TERM & TERMINATION
9.1
TERM.
SUBJECT TO EARLIER TERMINATION AS HEREIN PROVIDED, THE TERM
OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL CONTINUE UNTIL
THE LATER TO OCCUR OF (I) THE TWENTY (20) YEAR ANNIVERSARY OF THE EFFECTIVE
DATE, AND (II) THE DATE OF EXPIRATION OF THE LAST TO EXPIRE PATENT INCLUDED
WITHIN PATENT RIGHTS.
9.2
TERMINATION BY EITHER PARTY.
THIS AGREEMENT MAY BE TERMINATED BY
EITHER PARTY, IN THE EVENT THAT THE OTHER PARTY (A) FILES OR HAS FILED AGAINST
IT A PETITION UNDER THE BANKRUPTCY ACT, MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, HAS A RECEIVER APPOINTED FOR IT OR A SUBSTANTIAL PART OF ITS ASSETS,
OR OTHERWISE TAKES ADVANTAGE OF ANY STATUTE OR