THE QUALITY
AGREEMENT, OR RETURN THE PENTOSTATIN CRUDE CONCENTRATE TO SUPERGEN, AT
SUPERGEN'S EXPENSE, IN ACCORDANCE WITH SUPERGEN'S INSTRUCTION,
(C)
DELIVER TO SUPERGEN API PROCESSED PURSUANT TO AND
COMMENCED BY HAUSER AGAINST PURCHASE ORDERS FROM SUPERGEN AND PAID FOR IN
ACCORDANCE WITH THIS AGREEMENT,
(D)
DELIVER TO SUPERGEN ALL UNUSED RAW MATERIALS AND
CONTAINERS PAID FOR IN ADVANCE BY SUPERGEN, AND
19
(E)
DELIVER TO SUPERGEN, AT SUPERGEN'S EXPENSE, THE SUPERGEN
EQUIPMENT, SUPERGEN PROPERTY, AND ANY OTHER EQUIPMENT AND MATERIALS PROVIDED BY
SUPERGEN TO HAUSER PURSUANT TO THIS AGREEMENT.
18.4
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL NOT OPERATE TO
RELEASE ANY PARTY FROM ANY LIABILITY INCURRED PRIOR TO OR UPON TERMINATION
HEREOF.
19.
CONFIDENTIALITY AND NON-COMPETITION
19.1
CONFIDENTIAL INFORMATION.
(A)
THE TERM "CONFIDENTIAL INFORMATION" SHALL MEAN ANY
INFORMATION DISCLOSED BY ONE PARTY TO THE OTHER PARTY IN CONNECTION WITH THIS
AGREEMENT AND IN CONNECTION WITH PREPARING THE HAUSER FACILITY AND PROCESSING
THE API.
CONFIDENTIAL INFORMATION DISCLOSED BY THE PARTIES IN WRITING SHALL BE
MARKED AS "CONFIDENTIAL", "SECRET", OR THE LIKE.
LIKEWISE, CONFIDENTIAL
INFORMATION DISCLOSED ORALLY, SHALL BE INCORPORATED IN A WRITTEN DOCUMENT WITHIN
THIRTY (30) CALENDAR DAYS OF DISCLOSURE, SHALL ALSO BE MARKED "CONFIDENTIAL",
"SECRET", OR THE LIKE.
(B)
EACH PARTY SHALL, AND SHALL USE REASONABLE EFFORTS TO
CAUSE ITS OFFICERS, AGENTS AND EMPLOYEES WHO RECEIVE CONFIDENTIAL INFORMATION
TO, TREAT AS CONFIDENTIAL ALL CONFIDENTIAL INFORMATION RECEIVED FROM THE OTHER
PARTY, SHALL NOT USE SUCH CONFIDENTIAL INFORMATION EXCEPT AS EXPRESSLY PERMITTED
UNDER THIS AGREEMENT, AND SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION TO
ANY THIRD PARTY WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
EACH PARTY
SHALL TAKE REASONABLE MEASURES TO PREVENT THE DISCLOSURE AND UNAUTHORIZED USE OF
CONFIDENTIAL INFORMATION OF THE OTHER PARTY; THOSE MEASURES INCLUDING, WITHOUT
LIMITATION, PROVIDING ACCESS ONLY TO THOSE EMPLOYEES WHO ARE SUBJECT TO HAUSER'S
STANDARD CONFIDENTIALITY AGREEMENTS, WHICH INCLUDES PROVISIONS REGARDING NON-USE
AND NON-DISCLOSURE OF THIRD PARTY CONFIDENTIAL INFORMATION. NEITHER PARTY SHALL
DISCLOSE THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTIES UNLESS
THE NON-DISCLOSING PARTY GIVES ADVANCE APPROVAL, AND THOSE THIRD PARTIES HAVE
EXECUTED AN AGREEMENT PROTECTING THE NON-DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION TO THE SAME EXTENT AS PROTECTED UNDER THIS AGREEMENT.
THE
OBLIGATIONS IN THIS SECTION CONTINUE FOR THE SHORTER OF TEN (10) YEARS AFTER
TERMINATION OR EXPIRATION OF THIS AGREEMENT OR UNTIL THE CONFIDENTIAL
INFORMATION IS IN THE PUBLIC DOMAIN.
(C)
AFTER TERMINATION OR EXPIRATION OF THIS AGREEMENT AND
UPON REQUEST BY THE DISCLOSING PARTY, THE RECIPIENT OF CONFIDENTIAL INFORMATION
SHALL AT THE DISCLOSING PARTY'S OPTION EITHER RETURN THE DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION OR DESTROY SUCH CONFIDENTIAL INFORMATION AND CERTIFY
SUCH DESTRUCTION IN WRITING, PROVIDED RETENTION OF SUCH CONFIDENTIAL INFORMATION
BY HAUSER OR SUPERGEN IS NOT MANDATED BY ANY REGULATORY AUTHORITY.
19.2
EXCEPTIONS.
NOTWITHSTANDING THE ABOVE, THE RESTRICTIONS OF SECTION
19.1 SHALL NOT APPLY TO CONFIDENTIAL INFORMATION THAT:
(A)
WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY
WITHOUT ANY USE OF THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY AND BY
EMPLOYEES OR OTHER AGENTS OF (OR INDEPENDENT CONTRACTORS HIRED BY) THE RECEIVING
PARTY