been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
7
the Patent In Suit by any Barr Generic Product, but specifically excluding a
breach by Barr of its covenants and obligations under this Agreement.
7.3
UURF, ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES, SUCCESSORS, AND ASSIGNS, HEREBY RELEASES, ACQUITS AND FOREVER
DISCHARGES BARR FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION,
DAMAGES, DUTIES, OR OBLIGATIONS ARISING UNDER, CONCERNING, OR RELATING TO
INFRINGEMENT OF THE PATENT IN SUIT BY ANY BARR GENERIC PRODUCT, BUT SPECIFICALLY
EXCLUDING A BREACH BY BARR OF ITS COVENANTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
8.
CONFIDENTIALITY
8.1
CEPHALON, UURF AND BARR SHALL CONTINUE TO BE
BOUND BY AND TO COMPLY WITH THE TERMS OF THE PROTECTIVE ORDER PREVIOUSLY ENTERED
BY THE COURT IN THE ACTION.
8.2
EXCEPT AS OTHERWISE REQUIRED BY LAW,
CEPHALON, UURF AND BARR AGREE THAT THE TERMS OF THIS AGREEMENT SHALL REMAIN
CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO THIRD PARTIES EXCEPT SUBJECT TO A
NONDISCLOSURE AGREEMENT, AND PURSUANT TO BUSINESS DISCUSSIONS RELATING TO ASSET
SALES, MERGERS, OR CHANGE OF CONTROL TRANSACTIONS, OR UPON ORDER OF A COURT OF
COMPETENT JURISDICTION OR TO THE EXTENT REQUIRED BY LAW OR GOVERNMENTAL
REGULATION; PROVIDED THAT CEPHALON, UURF AND BARR MAY ISSUE MUTUALLY AGREEABLE
PRESS RELEASES AND MAKE PUBLIC STATEMENTS CONSISTENT WITH THE TEXT OF THOSE
PRESS RELEASES. CEPHALON, UURF AND BARR AGREE THAT THEY WILL NOT OTHERWISE
PUBLICIZE THE TERMS AND CONDITIONS OF THIS AGREEMENT OR MAKE ANY STATEMENTS OR
COMMENTS TO ANY NEWS MEDIA AND/OR TRADE PUBLICATION, OR ANY THIRD PERSON OR
ENTITY (EXCEPT AS SET FORTH ABOVE) REGARDING THE TERMS AND CONDITIONS OF THIS
AGREEMENT. INFORMATION OTHERWISE IN THE
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
8
public domain is not subject to the provisions of this Section.
9.
MISCELLANEOUS
9.1
THE TERMS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE
SUCCESSORS, HEIRS, AND ASSIGNS.
9.2
NO PARTY SHALL ASSIGN ANY OF ITS RIGHTS OR
OBLIGATIONS HEREUNDER TO ANY NON-AFFILIATED THIRD PARTY WITHOUT FIRST OBTAINING
THE WRITTEN CONSENT OF THE OTHER PARTY HERETO, WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD.
9.3
THE AGREEMENT SHALL BE INTERPRETED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF DELAWARE.
9.4
CEPHALON, UURF AND BARR AGREE THAT THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE SHALL BE THE PROPER
AND EXCLUSIVE FORUM FOR ANY ACTION TO ENFORCE THIS AGREEMENT. EACH PARTY
CONSENTS TO THE PERSONAL JURISDICTION OF THAT COURT FOR SUCH PURPOSES.
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the