THAT LICENSEE SHALL COMPLETE AND SELL ALL
SUCH WORK-IN-PROGRESS AND INVENTORY WITHIN SIX (6) MONTHS AFTER THE EFFECTIVE
DATE OF TERMINATION.
9.5
SURVIVAL.
NOTHING HEREIN SHALL BE CONSTRUED
TO RELEASE EITHER PARTY FROM ANY OBLIGATION THAT ACCRUED PRIOR TO EXPIRATION OR
ANY TERMINATION OF THIS AGREEMENT.
UPON EXPIRATION OR TERMINATION OF THIS
AGREEMENT, ALL RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL
CEASE EXCEPT FOR: (A)
6
LICENSEE'S OBLIGATION TO MAKE ANY PAYMENT OF ANY FEES OR ROYALTIES ACCRUED ON OR
PRIOR TO THE DATE OF EXPIRATION OR TERMINATION (OR, IN THE CASE OF ROYALTIES
OWED WITH RESPECT TO LICENSED PRODUCTS SOLD UNDER SECTION 9.4, ROYALTIES WHICH
ACCRUE ON OR PRIOR TO THE LAST DAY OF THE SIX (6) MONTH PERIOD REFERENCED IN
SUCH SECTION), AND THE PROVISIONS OF THE FOLLOWING ARTICLES AND SECTIONS: 1, 5,
8, 9.4 (EXCEPT THAT THE SECTION 9.4 SHALL ONLY SURVIVE A TERMINATION OF THIS
AGREEMENT AND NOT THE EXPIRATION), 9.5, 10, 11, 12, 13, 14.1, 14.9, 14.15 AND
14.16.
ARTICLE 10 - CONFIDENTIALITY AND NON-DISCLOSURE
10.1
CONFIDENTIAL INFORMATION.
"CONFIDENTIAL
INFORMATION" SHALL MEAN ANY TECHNICAL, BUSINESS, FINANCIAL, CUSTOMER OR OTHER
INFORMATION DISCLOSED BY ONE PARTY ("THE DISCLOSER") TO THE OTHER PARTY ("THE
RECIPIENT") PURSUANT TO THIS AGREEMENT WHICH IS MARKED "CONFIDENTIAL" OR
"PROPRIETARY," OR WHICH, UNDER ALL OF THE GIVEN CIRCUMSTANCES, OUGHT REASONABLY
TO BE TREATED AS CONFIDENTIAL INFORMATION OF THE DISCLOSER.
SUCH INFORMATION
MAY BE DISCLOSED IN ORAL, VISUAL OR WRITTEN FORM (INCLUDING MAGNETIC, OPTICAL OR
OTHER MEDIA).
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.3 BELOW, CONFIDENTIAL
INFORMATION SPECIFICALLY INCLUDES WITHOUT LIMITATION BUSINESS PLANS AND BUSINESS
PRACTICES, THE TERMS OF THIS AGREEMENT, SCIENTIFIC KNOWLEDGE, RESEARCH AND
DEVELOPMENT OR KNOW-HOW, PROCESSES, INVENTIONS, TECHNIQUES, FORMULAE, PRODUCTS
AND PRODUCT PLANS, BUSINESS OPERATIONS, CUSTOMER REQUIREMENTS, DESIGNS,
SKETCHES, PHOTOGRAPHS, DRAWINGS, SPECIFICATIONS, REPORTS, STUDIES, FINDINGS,
DATA, PLANS OR OTHER RECORDS, BIOLOGICAL MATERIALS, SOFTWARE, MARGINS, PAYMENT
TERMS AND SALES FORECASTS, VOLUMES AND ACTIVITIES, DESIGNS, COMPUTER CODE,
TECHNICAL INFORMATION, COSTS, PRICING, FINANCING, BUSINESS OPPORTUNITIES,
PERSONNEL, AND INFORMATION OF THE DISCLOSER RELATING TO THE LICENSED PRODUCTS OR
LICENSED PROCESSES WHETHER OR NOT SUCH INFORMATION IS MARKED, IDENTIFIED OR
CONFIRMED.
10.2
USE OF CONFIDENTIAL INFORMATION; NON-DISCLOSURE.
THE RECIPIENT ACKNOWLEDGES THAT IT WILL HAVE ACCESS TO CONFIDENTIAL
INFORMATION.
DURING THE TERM OF THIS AGREEMENT, AND THEREAFTER, THE RECIPIENT
AGREES THAT IT WILL NOT (I) USE ANY CONFIDENTIAL INFORMATION IN ANY WAY, FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF ANY THIRD PARTY, EXCEPT FOR THE EXERCISE OF ITS
RIGHTS AND PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR (II) DISCLOSE
ANY CONFIDENTIAL INFORMATION TO ANY PARTY, OTHER THAN FURNISHING CONFIDENTIAL
INFORMATION TO ITS EMPLOYEES, AGENTS, CONTRACTORS, ADVISORS, DIRECTORS AND
AFFILIATES WHO ARE REQUIRED TO HAVE ACCESS TO THE CONFIDENTIAL INFORMATION IN
CONNECTION WITH THE EXERCISE OF ITS RIGHTS AND PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
THE RECIPIENT AGREES THAT IT WILL NOT ALLOW ANY
UNAUTHORIZED PERSON ACCESS TO CONFIDENTIAL INFORMATION, AND THAT THE RECIPIENT
WILL TAKE ALL ACTION REASONABLY NECESSARY TO PROTECT THE CONFIDENTIALITY OF SUCH
CONFIDENTIAL INFORMATION, INCLUDING IMPLEMENTING AND