TO, ALL INTEREST SO ACCRUED.
4.4
WITHHOLDING TAXES.
ANY PAYMENTS MADE BY
UNDER THIS AGREEMENT SHALL BE FREE AND CLEAR OF ANY TAXES, DUTIES, LEVIES, FEES
OR CHARGES, AND SUCH AMOUNTS SHALL BE REDUCED BY THE AMOUNT REQUIRED TO BE PAID
OR WITHHELD PURSUANT TO ANY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO,
UNITED STATES FEDERAL, STATE OR LOCAL TAX LAW ("WITHHOLDING TAXES").
UPON
EITHER PARTY'S REQUEST, THE OTHER PARTY SHALL SUBMIT TO THE REQUESTING PARTY
REASONABLE PROOF OF PAYMENT OF THE WITHHOLDING TAXES TO THE PROPER AUTHORITY,
TOGETHER WITH AN ACCOUNTING OF THE CALCULATIONS OF SUCH TAXES, WITHIN TEN
(10) DAYS AFTER SUCH REQUEST.
THE PARTIES WILL COOPERATE REASONABLY IN
COMPLETING AND FILING DOCUMENTS REQUIRED UNDER THE PROVISIONS OF ANY APPLICABLE
TAX LAWS OR UNDER ANY OTHER APPLICABLE LAWS IN CONNECTION WITH THE MAKING OF ANY
REQUIRED TAX PAYMENT OR WITHHOLDING PAYMENT, OR IN CONNECTION WITH ANY CLAIM TO
A REFUND OF OR CREDIT FOR ANY SUCH PAYMENT.
5.
TREATMENT OF CONFIDENTIAL INFORMATION.
5.1
CONFIDENTIALITY.
5.1.1
CONFIDENTIALITY OBLIGATIONS.
ILI AND ORAL DNA EACH
RECOGNIZES THAT THE OTHER PARTY'S CONFIDENTIAL INFORMATION CONSTITUTES HIGHLY
VALUABLE ASSETS OF SUCH OTHER PARTY.
ILI AND ORAL DNA EACH AGREES THAT, SUBJECT
TO SECTION 4.1.2, (A) DURING THE TERM AND FOR AN ADDITIONAL SEVEN (7) YEARS
THEREAFTER IT WILL NOT DISCLOSE, AND WILL CAUSE ITS AFFILIATES AND SUBLICENSEES
NOT TO DISCLOSE, ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY AND (B) DURING
AND AFTER THE TERM, IT WILL NOT USE, AND WILL CAUSE ITS AFFILIATES NOT TO USE,
ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY, IN EITHER CASE, EXCEPT AS
EXPRESSLY PERMITTED HEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH PARTY SHALL TAKE SUCH ACTION, AND SHALL CAUSE ITS AFFILIATES AND
SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE THE CONFIDENTIALITY OF THE OTHER
PARTY'S CONFIDENTIAL INFORMATION AS SUCH PARTY WOULD CUSTOMARILY TAKE TO
PRESERVE THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL INFORMATION AND SHALL, IN
ANY EVENT, USE AT LEAST REASONABLE CARE TO PRESERVE THE CONFIDENTIALITY OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION.
5.1.2
LIMITED DISCLOSURE.
ILI AND ORAL DNA EACH AGREES
THAT DISCLOSURE OF ITS CONFIDENTIAL INFORMATION MAY BE MADE BY THE OTHER PARTY
TO ANY EMPLOYEE, CONSULTANT OR AFFILIATE OF SUCH OTHER PARTY TO ENABLE SUCH
OTHER PARTY TO EXERCISE ITS RIGHTS OR TO CARRY OUT ITS RESPONSIBILITIES UNDER
THIS AGREEMENT; PROVIDED, THAT, ANY SUCH DISCLOSURE OR TRANSFER SHALL ONLY BE
MADE TO PERSONS WHO ARE BOUND BY WRITTEN OBLIGATIONS AS DESCRIBED IN
SECTION 4.1.3.
IN ADDITION, ILI AND ORAL DNA EACH AGREES THAT THE OTHER PARTY
MAY DISCLOSE ITS CONFIDENTIAL INFORMATION (A) ON A NEED-TO-KNOW BASIS TO SUCH
OTHER PARTY'S LEGAL AND FINANCIAL ADVISORS; (B) AS REASONABLY NECESSARY IN
CONNECTION WITH AN ACTUAL OR POTENTIAL (I) PERMITTED SUBLICENSE OF SUCH OTHER
PARTY'S RIGHTS HEREUNDER, (II) DEBT OR EQUITY FINANCING OF SUCH OTHER PARTY OR
(III) PURCHASE BY ANY THIRD PARTY OF ALL OF THE CAPITAL STOCK OR ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF SUCH OTHER PARTY OR ANY MERGER OR
CONSOLIDATION INVOLVING