BY MYLAN OF ITS COVENANTS AND OBLIGATIONS UNDER
THIS AGREEMENT.
6.
CONFIDENTIALITY
6.1
CEPHALON AND MYLAN SHALL CONTINUE TO BE BOUND BY AND TO COMPLY
WITH THE TERMS OF THE STIPULATED PROTECTIVE ORDER PREVIOUSLY EXECUTED IN THE
ACTION AND THE CONFIDENTIALITY OBLIGATIONS AGREED UPON BETWEEN THE PARTIES ON
NOVEMBER 25, 2005.
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
14
6.2
CEPHALON AND MYLAN AGREE THAT THE TERMS OF THIS AGREEMENT SHALL
REMAIN CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO THIRD PARTIES EXCEPT SUBJECT
TO A NONDISCLOSURE AGREEMENT, AND PURSUANT TO BUSINESS DISCUSSIONS RELATING TO
ASSET SALES, MERGERS, OR CHANGE OF CONTROL TRANSACTIONS, OR UPON ORDER OF A
COURT OF COMPETENT JURISDICTION OR TO THE EXTENT REQUIRED BY LAW OR GOVERNMENTAL
REGULATION. CEPHALON AND MYLAN AGREE THAT WITHIN 10 DAYS OF THE EXECUTION OF
THIS AGREEMENT, THEY WILL JOINTLY AGREE IN GOOD FAITH UPON THE TEXT OF AND
DISSEMINATE APPROPRIATE PRESS RELEASES RESPECTING THE SUBJECT MATTER OF THIS
AGREEMENT, AND THAT THEY WILL NOT OTHERWISE PUBLICIZE THE TERMS AND CONDITIONS
THIS AGREEMENT OR MAKE ANY STATEMENTS OR COMMENTS TO ANY NEWS MEDIA AND/OR TRADE
PUBLICATION, OR ANY THIRD PERSON OR ENTITY (EXCEPT AS SET FORTH ABOVE) REGARDING
THE TERMS AND CONDITIONS OF THIS AGREEMENT, EXCEPT AS MAY BE REQUIRED BY LAW,
AND THEN ONLY AFTER HAVING CONFERRED IN GOOD FAITH TO OBTAIN THE REASONABLE
AGREEMENT OF THE PARTY. INFORMATION OTHERWISE IN THE PUBLIC DOMAIN IS NOT
SUBJECT TO THE PROVISIONS OF THIS SECTION.
7.
MISCELLANEOUS
7.1
CEPHALON AND MYLAN AGREE THAT, [**] OF THE DATE OF THIS AGREEMENT,
THEY SHALL PREPARE AND EXECUTE WHATEVER DOCUMENTS ARE NECESSARY (INCLUDING
LICENSE AND SUPPLY AGREEMENTS, AS APPROPRIATE) TO CARRY OUT THE TERMS OF
SECTIONS 2 AND 3 ABOVE. HOWEVER, SUBJECT TO APPLICABLE LAWS, THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT ARE BINDING NOTWITHSTANDING THE FAILURE
OF THE PARTIES TO ENTER INTO THE AGREEMENTS REFERENCED IN THIS SECTION 7.1.
7.2
THE TERMS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS.
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
15
7.3
NO PARTY SHALL ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
TO ANY NON-AFFILIATED THIRD PARTY WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF
THE OTHER PARTY HERETO, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD.
7.4
THE AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF DELAWARE.
7.5
CEPHALON AND MYLAN AGREE THAT THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY SHALL BE THE PROPER AND EXCLUSIVE FORUM FOR ANY
ACTION TO ENFORCE THIS