THE RECEIVING PARTY;
V)
IS NECESSARILY DISCLOSED PURSUANT TO A
STATUTORY OBLIGATION OR IS LEGALLY REQUIRED TO BE DISCLOSED TO A REGULATORY
AGENCY OR PURSUANT TO AN ORDER OF A COURT OF COMPETENT JURISDICTION, PROVIDED
THAT WHERE PERMISSIBLE THE DISCLOSING PARTY BE GIVEN AN OPPORTUNITY TO SEEK
PROTECTIVE ORDER AND FOLLOWING ANY SUCH DISCLOSURE THE CONFIDENTIAL INFORMATION
SHALL REMAIN CONFIDENTIAL INFORMATION FOR THE PURPOSES OF THIS AGREEMENT AND
SHALL REMAIN TO BE DEALT WITH ACCORDING TO THE PROVISIONS OF THIS AGREEMENT;
VI)
IS DISCLOSED WITH PRIOR WRITTEN CONSENT OF
THE OTHER PARTY;
VII)
IS DISCOVERED OR DEVELOPED INDEPENDENTLY BY
THE RECEIVING PARTY IN ACTIVITIES NOT RELATED TO THE PERFORMANCE OF THIS
AGREEMENT;
VIII)
IS NECESSARILY DISCLOSED BY A PARTY, BY VIRTUE
OF ITS STATUS AS A PUBLIC AUTHORITY IN TERMS OF THE FREEDOM OF INFORMATION ACT
(ENGLAND) 2000 SUBJECT AT ALL TIMES TO THE PROVISIONS OF CLAUSE S.41 AND S.43
THEREOF.
IN THE EVENT OF ANY NOTICE BEING RECEIVED BY EITHER PARTY PURSUANT TO
THIS FOI ACT 2000, THEN THE PARTY RECEIVING SUCH NOTICE SHALL IMMEDIATELY NOTIFY
THE OTHER PARTY PRIOR TO DISCLOSING ANY CONFIDENTIAL INFORMATION UNDER THIS
AGREEMENT.
THE PARTIES HEREBY AGREE THAT ALL AND ANY CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT IS EXEMPT INFORMATION PURSUANT TO S 41 AND S. 43 OF THE FOI
ACT 2000 AND SHALL BE EXEMPT FORM DISCLOSURE TO ANY THIRD PARTY
d)
Each Party further agrees to return to
the other Party, upon request, all copies of Confidential Information, except
for one record copy which may, upon written notice to the other Party, be
retained in confidence for archive purposes only.
e)
The receiving Party agrees to notify the
disclosing Party promptly of the date of, and the circumstances involved in, the
loss or unauthorised disclosure of any Confidential Information belonging to
such Party.
f)
The confidentiality and non-use
obligations imposed by this clause shall continue in force for 10 years
following termination or expiration of this Agreement.
IN WITNESS WHEREOF, each party has caused This Agreement to be signed by its
duly authorised officer as of the day and year written below.
Signed for an on behalf of Cardiff University
On [30th] day of August 2006.
/s/ Kathy Pittard Davies
Witness:
/s/ Chris Shaw
Name:
Name:
Chris Shaw
Dr. Kathy Pittard Davies
Deputy Director and Head of Research Policy
and Management
Research and Commercial Division
Address:
RACD, 30-36 Newport Road, Cardiff
Signed for an on behalf of Bioenvision Limited
On [ 11] day of August 2006.
/s/ Hugh Griffith
Witness:
/s/ Moira Adamson
Name:
Hugh Griffith
Name:
Moira Adamson
Address:
10 Lochside Place, Edinburgh
APPENDIX A
PROTOCOL
APPENDIX B
FINANCIAL SUPPORT SCHEDULE
In accordance with the Research Agreement and contingent on the Sponsors
compliance with the obligations set forth herein and those referenced in Clause
2 and 3 of the aforementioned Research Agreement, and depending on completion of
the MILESTONES BIOENVISION shall provide financial support totaling [****] as
detailed below.
Payment
Number
Milestone
Amount
1
Upon signature of contract
[****]