SUBLICENSES.
Article IV
Confidentiality
SECTION 4.1
CONFIDENTIAL INFORMATION. ALL
CONFIDENTIAL INFORMATION DISCLOSED BY THE COMPANY TO THE PURCHASER DURING THE
TERM OF THIS AGREEMENT SHALL NOT BE USED BY THE PURCHASER EXCEPT IN CONNECTION
WITH THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE LICENSES GRANTED PURSUANT TO SECTION 2.1), SHALL BE MAINTAINED
IN CONFIDENCE BY THE PURCHASER (EXCEPT TO THE EXTENT REASONABLY NECESSARY IN
CONNECTION WITH REGULATORY FILINGS RELATING TO THE PRODUCT AND/OR RELATING TO
PRACTICING THE LICENSED PATENT RIGHTS OR LICENSED KNOW-HOW IN ANY WAY, IN ANY
FIELD AND FOR ANY PURPOSE; FOR THE FILING, PROSECUTION AND MAINTENANCE OF PATENT
RIGHTS; OR TO DEVELOP, MAKE, HAVE MADE, USE, OFFER FOR SALE, SELL AND IMPORT
PHARMACEUTICAL FORMULATIONS AND PRODUCTS COVERED BY THE LICENSED PATENT RIGHTS
OR LICENSED KNOW-HOW), AND SHALL NOT OTHERWISE BE DISCLOSED BY THE PURCHASER TO
ANY OTHER PERSON, FIRM, OR AGENCY, GOVERNMENTAL OR PRIVATE (EXCEPT CONSULTANTS,
ADVISORS AND AFFILIATES IN ACCORDANCE WITH SECTION 5.4), WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, EXCEPT TO THE EXTENT THAT THE CONFIDENTIAL
INFORMATION:
(A)
WAS KNOWN OR USED BY THE PURCHASER OR ITS
AFFILIATES PRIOR TO ITS DATE OF DISCLOSURE TO THE PURCHASER; OR
(B)
EITHER BEFORE OR AFTER THE DATE OF THE
DISCLOSURE TO THE PURCHASER IS LAWFULLY DISCLOSED TO THE PURCHASER OR ITS
AFFILIATES BY SOURCES OTHER THAN THE COMPANY RIGHTFULLY IN POSSESSION OF THE
CONFIDENTIAL INFORMATION; OR
(C)
EITHER BEFORE OR AFTER THE DATE OF THE
DISCLOSURE TO THE PURCHASER BECOMES PUBLISHED OR GENERALLY KNOWN TO THE PUBLIC
THROUGH NO FAULT OR OMISSION ON THE PART OF THE PURCHASER; OR
(D)
IS INDEPENDENTLY DEVELOPED BY OR FOR THE
PURCHASER OR ITS AFFILIATES WITHOUT REFERENCE TO OR RELIANCE UPON THE
CONFIDENTIAL INFORMATION; OR
*CONFIDENTIAL TREATMENT REQUESTED
10
(E)
IS REQUIRED TO BE DISCLOSED BY THE
PURCHASER OR ITS AFFILIATES TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, TO
DEFEND OR PROSECUTE LITIGATION OR TO COMPLY WITH LEGAL PROCESS.
SECTION 4.2
EMPLOYEE, CONSULTANT AND
ADVISOR OBLIGATIONS. THE PURCHASER AGREES THAT IT AND ITS AFFILIATES SHALL
PROVIDE CONFIDENTIAL INFORMATION RECEIVED FROM THE COMPANY ONLY TO ITS AND THEIR
RESPECTIVE EMPLOYEES, CONSULTANTS AND ADVISORS WHO HAVE A NEED TO KNOW SUCH
CONFIDENTIAL INFORMATION.
SECTION 4.3
TERM. ALL OBLIGATIONS OF
CONFIDENTIALITY IMPOSED UNDER THIS ARTICLE IV SHALL EXPIRE TEN (10) YEARS
FOLLOWING TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Article V
Representations and Warranties
SECTION 5.1
REPRESENTATIONS OF AUTHORITY.
THE PURCHASER AND THE COMPANY EACH REPRESENTS AND WARRANTS TO THE OTHER THAT, AS
OF THE EFFECTIVE DATE, IT HAS FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND TO PERFORM ITS RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
SECTION 5.2
CONSENTS. THE PURCHASER AND THE
COMPANY EACH REPRESENTS AND WARRANTS TO THE OTHER THAT, AS OF THE EFFECTIVE
DATE, ALL NECESSARY CONSENTS, APPROVALS AND AUTHORIZATIONS OF ALL GOVERNMENT
AUTHORITIES AND OTHER PERSONS REQUIRED TO BE OBTAINED BY SUCH PARTY IN
CONNECTION WITH EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAVE BEEN
OBTAINED.
SECTION 5.3
NO CONFLICT. THE PURCHASER AND
THE