SUCH DAMAGES.
9
ARTICLE 14 - MISCELLANEOUS PROVISIONS
14.1
*** CONFIDENTIAL TREATMENT REQUESTED AS TO THIS
INFORMATION***
14.2
NEGOTIATION COVENANT.
AVANT AGREES TO ENTER INTO
GOOD FAITH NEGOTIATIONS WITH LICENSEE, AT LICENSEE'S REQUEST, WITH RESPECT TO
THE TERMS OF POSSIBLE FUTURE NON-EXCLUSIVE LICENSES UNDER THE PATENT RIGHTS FOR
LICENSEE TO SELL OTHER PRODUCTS AND/OR IN OTHER FIELDS OF USE.
AVANT MAY
WITHHOLD CONSENT TO SUCH FUTURE REQUEST BY LICENSEE IF THE REQUESTED LICENSE OR
ANY TERM OR CONDITION THEREOF IS NOT COMMERCIALLY REASONABLE BASED UPON THE
THEN-CURRENT MARKET CONDITIONS. THE PARTIES AGREE AND ACKNOWLEDGE, HOWEVER, THAT
THE SUCCESSFUL CONCLUSION OF SUCH NEGOTIATIONS IS NOT A CONDITION PRECEDENT OR
CONDITION SUBSEQUENT TO THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT.
FURTHERMORE, UNTIL AND UNLESS AVANT AND LICENSEE ENTER INTO ANY SUCH
DEFINITIVE NON-EXCLUSIVE LICENSE, LICENSEE'S RIGHTS SHALL BE LIMITED TO THE
EXPRESS RIGHTS, AND SUBJECT TO THE EXPRESS LIMITATIONS AND CONDITIONS, SET FORTH
IN THIS AGREEMENT.
14.3
COMPLIANCE WITH LAWS.
TO THE EXTENT THAT ANY
INVENTION CLAIMED IN THE PATENT RIGHTS HAS BEEN PARTIALLY FUNDED BY THE UNITED
STATES GOVERNMENT, AND ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND
REGULATIONS, LICENSEE AGREES THAT ANY LICENSED PRODUCTS USED OR SOLD IN THE
UNITED STATES WILL BE MANUFACTURED SUBSTANTIALLY IN THE UNITED STATES OR ITS
TERRITORIES.
CURRENT LAW PROVIDES THAT IF A DOMESTIC MANUFACTURER IS NOT
COMMERCIALLY FEASIBLE UNDER THE CIRCUMSTANCES, AVANT AGREES TO EXERCISE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A WAIVER OF THIS REQUIREMENT FROM THE
RELEVANT FEDERAL AGENCY ON BEHALF OF LICENSEE AND, UPON LICENSEE'S REQUEST,
SHALL COOPERATE WITH LICENSEE IN SEEKING SUCH A WAIVER.
14.4
PROHIBITION ON LIENS.
LICENSEE SHALL NOT CREATE
OR INCUR OR CAUSE TO BE INCURRED OR TO EXIST ANY LIEN, ENCUMBRANCE, PLEDGE,
CHARGE, RESTRICTION OR OTHER SECURITY INTEREST OF ANY KIND UPON THE PATENT
RIGHTS.
14.5
ANNOUNCEMENTS.
NEITHER PARTY SHALL ORIGINATE ANY
PUBLICITY, NEWS RELEASE OR OTHER PUBLIC ANNOUNCEMENT, WRITTEN OR ORAL, RELATING
TO THIS AGREEMENT OR THE EXISTENCE OF AN ARRANGEMENT BETWEEN THE PARTIES
("ANNOUNCEMENTS"), WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, EXCEPT AS OTHERWISE
REQUIRED BY LAW.
THE FOREGOING NOTWITHSTANDING, AVANT AND LICENSEE SHALL HAVE
THE RIGHT TO MAKE SUCH ANNOUNCEMENTS WITHOUT THE CONSENT OF THE OTHER PARTY IN
ANY PROSPECTUS, OFFERING MEMORANDUM, OR OTHER DOCUMENT OR FILING REQUIRED BY
APPLICABLE SECURITIES LAWS OR OTHER APPLICABLE LAW OR REGULATION, PROVIDED THAT
SUCH PARTY SHALL HAVE GIVEN THE OTHER PARTY, AS APPLICABLE, AT LEAST FIVE (5)
BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE PROPOSED TEXT FOR THE PURPOSE OF
GIVING THE OTHER PARTY THE OPPORTUNITY TO COMMENT ON SUCH TEXT.
14.6
NO IMPLIED LICENSES.
NO IMPLIED LICENSES ARE
GRANTED PURSUANT TO THE TERMS OF THIS AGREEMENT.
NO LICENSED RIGHTS SHALL BE
CREATED BY IMPLICATION OR ESTOPPEL.
14.7
RELATIONSHIP OF THE PARTIES.
NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED TO PLACE THE PARTIES HERETO IN AN AGENCY,
EMPLOYMENT, FRANCHISE, JOINT VENTURE, OR PARTNERSHIP RELATIONSHIP.
NEITHER
PARTY WILL HAVE THE AUTHORITY TO OBLIGATE OR