OTHER TRANSACTION DOCUMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, EXCEPT TO THE EXTENT THAT SUCH
INFORMATION (I) IS ALREADY IN THE PUBLIC DOMAIN AT THE TIME THE INFORMATION IS
DISCLOSED, (II) THEREAFTER BECOMES LAWFULLY OBTAINABLE FROM OTHER SOURCES,
(III) IS REQUIRED TO BE DISCLOSED IN ANY DOCUMENT TO BE FILED WITH ANY
GOVERNMENT AUTHORITY, OR (IV) IS REQUIRED TO BE DISCLOSED
22
UNDER SECURITIES LAWS, RULES AND REGULATIONS APPLICABLE TO AVANT OR PRF, AS THE
CASE MAY BE, OR PURSUANT TO THE RULES AND REGULATIONS OF ANY STOCK EXCHANGE OR
STOCK MARKET ON WHICH SECURITIES OF AVANT MAY BE LISTED FOR TRADING.
NOTWITHSTANDING THE FOREGOING, AVANT AND PRF MAY DISCLOSE SUCH INFORMATION TO
THEIR ACTUAL AND POTENTIAL PARTNERS, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS,
INVESTORS, CO-INVESTORS, FINANCING PARTIES, BANKERS, ADVISORS, TRUSTEES AND
REPRESENTATIVES ON A NEED-TO-KNOW BASIS, PROVIDED THAT SUCH PERSONS SHALL BE
INFORMED OF THE CONFIDENTIAL NATURE OF SUCH INFORMATION AND SHALL BE OBLIGATED
TO KEEP SUCH INFORMATION CONFIDENTIAL PURSUANT TO THE TERMS OF THIS
SECTION 5.04(A).
(B)
AVANT AND PRF SHALL AGREE UPON THE FORM AND
CONTENT OF ANY PRESS RELEASE BY AVANT OR PRF WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.05
QUARTERLY REPORTS.
AVANT SHALL, PROMPTLY AFTER THE END OF EACH FISCAL QUARTER OF AVANT (BUT IN NO
EVENT LATER THAN FIFTEEN (15) CALENDAR DAYS FOLLOWING THE RECEIPT BY AVANT OF
THE REPORTS REQUIRED UNDER SECTION 9.02 OF THE GSK LICENSE AGREEMENT), PRODUCE
AND DELIVER TO PRF A QUARTERLY REPORT FOR SUCH QUARTER, TOGETHER WITH A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF AVANT, CERTIFYING THAT TO THE
KNOWLEDGE OF SUCH OFFICER (I) SUCH QUARTERLY REPORT IS A TRUE AND COMPLETE COPY
AND (II) ANY STATEMENTS AND ANY DATA AND INFORMATION THEREIN PREPARED BY AVANT
ARE TRUE, CORRECT AND ACCURATE IN ALL MATERIAL RESPECTS; PROVIDED, HOWEVER, THAT
AVANT SHALL NOT BE OBLIGATED TO DELIVER THE QUARTERLY REPORT SOONER THAN THIRTY
(30) DAYS FOLLOWING THE END OF THE PRIOR AVANT FISCAL QUARTER.
SECTION 5.06
RIGHTS OF FIRST DISCUSSION.
(A)
NEITHER AVANT NOR ANY AFFILIATES OF AVANT SHALL
TRANSFER ANY OF AVANT'S RIGHTS TO PAYMENT DURING THE TERM RELATING TO THE
PRODUCT (EXCEPT AFTER DECEMBER 31, 2009 WITH RESPECT TO ANY AND ALL RIGHTS TO
PAYMENT FOR SALES OF THE PRODUCT IN THE UNITED STATES IF THOSE RIGHTS ARE
TERMINATED AS CONTEMPLATED BY SECTION 2.03), WITHOUT FIRST PROVIDING PRF THE
EXCLUSIVE RIGHT TO PROPOSE AND NEGOTIATE THE TERMS FOR THE PROPOSED TRANSFER FOR
A PERIOD OF SIXTY (60) CALENDAR DAYS AFTER PRF'S RECEIPT OF WRITTEN NOTICE OF
SUCH PROPOSED TRANSFER.
AFTER THE END OF SUCH 60-DAY PERIOD, AVANT AND ITS
AFFILIATES SHALL HAVE NO FURTHER OBLIGATION TO PRF UNDER THIS SECTION 5.06(A).
(B)
UPON WRITTEN NOTICE FROM AVANT TO PRF THAT THE
GSK LICENSE AGREEMENT HAS BEEN EXTENDED BEYOND DECEMBER 12, 2012 (AS A RESULT OF
ANY APPLICABLE PATENT EXTENSIONS RELATING THERETO), WHICH WRITTEN NOTICE SHALL
INDICATE THE DATE TO WHICH THE GSK LICENSE AGREEMENT THEREAFTER EXTENDS, PRF
SHALL HAVE THE EXCLUSIVE RIGHT FOR A