ENFORCING PROCEDURES TO
MINIMIZE THE POSSIBILITY OF UNAUTHORIZED USE OR COPYING OF CONFIDENTIAL
INFORMATION.
IN THE EVENT THAT THE RECIPIENT IS REQUIRED BY LAW TO MAKE ANY
DISCLOSURE OF ANY CONFIDENTIAL INFORMATION, BY SUBPOENA, JUDICIAL OR
ADMINISTRATIVE ORDER OR OTHERWISE, THE RECIPIENT SHALL FIRST GIVE WRITTEN NOTICE
OF SUCH REQUIREMENT TO THE DISCLOSER, AND SHALL PERMIT THE DISCLOSER TO
INTERVENE IN ANY RELEVANT PROCEEDINGS TO PROTECT ITS INTERESTS IN THE
CONFIDENTIAL INFORMATION, AND PROVIDE FULL COOPERATION AND ASSISTANCE TO THE
DISCLOSER IN SEEKING TO OBTAIN SUCH PROTECTION.
10.3
EXCEPTIONS.
INFORMATION WILL NOT BE DEEMED
CONFIDENTIAL INFORMATION HEREUNDER IF SUCH INFORMATION: (A) IS KNOWN TO THE
RECIPIENT PRIOR TO RECEIPT FROM THE DISCLOSER DIRECTLY OR INDIRECTLY FROM A
SOURCE OTHER THAN ONE HAVING AN OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSER;
(B) BECOMES KNOWN (INDEPENDENTLY OF DISCLOSURE BY THE DISCLOSER) TO THE
RECIPIENT DIRECTLY OR INDIRECTLY FROM A SOURCE OTHER THAN ONE HAVING AN
OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSER; (C) BECOMES PUBLICLY KNOWN OR
OTHERWISE CEASES TO BE SECRET OR CONFIDENTIAL, EXCEPT THROUGH A BREACH OF THIS
AGREEMENT BY THE RECIPIENT; OR (D) IS INDEPENDENTLY DEVELOPED BY THE RECIPIENT.
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10.4
INJUNCTIVE RELIEF.
THE RECIPIENT ACKNOWLEDGES
AND AGREES THAT ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS IMPOSED BY THIS
ARTICLE 10 WILL CONSTITUTE IMMEDIATE AND IRREPARABLE HARM TO THE DISCLOSER
AND/OR ITS SUCCESSORS AND ASSIGNS, WHICH CANNOT ADEQUATELY AND FULLY BE
COMPENSATED BY MONEY DAMAGES AND WILL WARRANT, IN ADDITION TO ALL OTHER RIGHTS
AND REMEDIES AFFORDED BY LAW, INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE, AND/OR
OTHER EQUITABLE RELIEF.
THE DISCLOSER'S RIGHTS AND REMEDIES HEREUNDER ARE
CUMULATIVE AND NOT EXCLUSIVE.
THE DISCLOSER SHALL ALSO BE ENTITLED TO RECEIVE
FROM THE RECIPIENT THE COSTS OF ENFORCING THIS ARTICLE 10, INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES OF LITIGATION.
10.5
TERMINATION.
UPON TERMINATION OR EXPIRATION OF
THIS AGREEMENT, OR UPON THE DISCLOSER'S REQUEST AT ANY TIME, THE RECIPIENT SHALL
PROMPTLY RETURN TO THE DISCLOSER ALL COPIES OF CONFIDENTIAL INFORMATION RECEIVED
FROM THE DISCLOSER, AND SHALL RETURN OR DESTROY, AND DOCUMENT THE DESTRUCTION
OF, ALL SUMMARIES, ABSTRACTS, EXTRACTS, OR OTHER DOCUMENTS WHICH CONTAIN ANY
CONFIDENTIAL INFORMATION IN ANY FORM.
ARTICLE 11 - PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS
Any payment, notice or other communication pursuant to this Agreement shall be
in writing and sent by certified first class mail, postage prepaid, return
receipt requested, or by nationally recognized overnight carrier addressed to
the parties at the following addresses or such other addresses as such party
furnishes to the other party in accordance with this paragraph.
Such notices,
payments, or other communications shall be effective upon confirmation of
receipt.
In the case of AVANT:
AVANT Immunotherapeutics, Inc.
119 Fourth Avenue
Needham, Massachusetts 02494
Attention:
President and CEO
With a copy (other than copies of payments) to:
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: Ettore A. Santucci, P.C.
In the case of LICENSEE:
AdProTech Ltd.
Chesterford Research Park
Little Chesterford
Saffron Walden, Essex UK
CB10 1 XL
Attention: President and C.E.O.
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ARTICLE 12-