INFORMATION OF BOTH PARTIES
AND SHALL BE TREATED BY EACH PARTY AS SUCH.
6.2
DISCLOSURES REQUIRED BY LAW.
IN THE EVENT THE RECIPIENT PARTY IS
REQUIRED UNDER APPLICABLE LEGAL REQUIREMENTS TO DISCLOSE PROPRIETARY INFORMATION
IN CONNECTION WITH BONA FIDE LEGAL PROCESS (INCLUDING IN CONNECTION WITH ANY
BONA FIDE DISPUTE HEREUNDER) OR IS REQUIRED TO DISCLOSE PROPRIETARY INFORMATION
UNDER THE RULES OF THE SECURITIES EXCHANGE UPON WHICH ITS SECURITIES ARE TRADED,
THE RECIPIENT PARTY MAY DO SO ONLY IF IT LIMITS DISCLOSURE TO THAT PURPOSE AFTER
GIVING THE DISCLOSING PARTY PROMPT WRITTEN NOTICE OF ANY INSTANCE OF SUCH A
REQUIREMENT IN REASONABLE TIME FOR THE DISCLOSING PARTY TO ATTEMPT TO OBJECT TO
OR TO LIMIT SUCH DISCLOSURE.
IN THE EVENT OF DISCLOSURES REQUIRED UNDER
APPLICABLE LEGAL REQUIREMENTS, THE RECIPIENT PARTY SHALL COOPERATE WITH THE
DISCLOSING PARTY AS REASONABLY REQUESTED THEREBY.
6.3
PUBLICITY.
NEITHER PARTY WILL ORIGINATE ANY PUBLICITY, NEWS
RELEASE, PUBLIC COMMENT OR OTHER PUBLIC ANNOUNCEMENT, WHETHER TO THE PRESS, TO
STOCKHOLDERS, OR OTHERWISE, RELATING TO THIS AGREEMENT, WITHOUT THE CONSENT OF
THE OTHER PARTY, EXCEPT FOR SUCH ANNOUNCEMENT WHICH, IN ACCORDANCE WITH THE
ADVICE OF LEGAL COUNSEL TO THE PARTY MAKING SUCH ANNOUNCEMENT, IS REQUIRED BY
LAW.
EXCEPT AS OTHERWISE PERMITTED PURSUANT TO THE IMMEDIATELY PRECEDING
SENTENCE, ANY PARTY MAKING ANY ANNOUNCEMENT WHICH IS REQUIRED BY LAW WILL,
UNLESS PROHIBITED BY LAW, GIVE THE OTHER PARTY AN OPPORTUNITY TO REVIEW THE FORM
AND CONTENT OF SUCH ANNOUNCEMENT AND COMMENT BEFORE IT IS MADE.
EITHER PARTY
SHALL HAVE THE RIGHT TO MAKE SUCH FILINGS WITH GOVERNMENTAL AGENCIES, INCLUDING
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AS TO THE CONTENTS AND
EXISTENCE OF THIS AGREEMENT AS IT SHALL REASONABLY DEEM NECESSARY OR
APPROPRIATE.
THE PARTIES HAVE AGREED UPON THE FORM AND CONTENT OF A JOINT PRESS
RELEASE TO BE ISSUED BY THE PARTIES PROMPTLY FOLLOWING THE EXECUTION OF THIS
AGREEMENT.
ONCE SUCH PRESS RELEASE OR ANY OTHER WRITTEN STATEMENT IS APPROVED
FOR DISCLOSURE BY BOTH PARTIES, EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC
DISCLOSURE OF THE CONTENTS OF SUCH STATEMENT WITHOUT THE FURTHER APPROVAL OF THE
OTHER PARTY.
6
6.4
SURVIVAL.
THE PROVISIONS OF THIS ARTICLE 6
SHALL REMAIN IN EFFECT UNTIL THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE.
7.
REPRESENTATIONS AND WARRANTIES
7.1
BY KING.
KING HEREBY REPRESENTS AND
WARRANTS TO DEPOMED AS FOLLOWS:
(A)
IT IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION.
IT HAS ALL
REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AND TO OWN AND OPERATE
ITS PROPERTIES AND ASSETS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON ITS
PART.
IT HAS OBTAINED ALL AUTHORIZATIONS, CONSENTS AND APPROVALS, GOVERNMENTAL
OR OTHERWISE, NECESSARY FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND TO
OTHERWISE PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B)
THERE IS NO PENDING OR, TO ITS KNOWLEDGE, THREATENED LITIGATION
INVOLVING IT WHICH WOULD HAVE ANY MATERIAL ADVERSE EFFECT ON THIS AGREEMENT OR
ON