REGARDING LICENSED PRODUCT(S) OR THE MARK "IMAGENT" AND THE RIGHT TO MAKE
QUALITY INSPECTIONS OF KYOSEI'S PLANTS AND PRODUCTS.
EXCEPT AS EXPRESSLY
PROVIDE HEREIN, (I) KYOSEI WILL NOT USE OR REGISTER THE MARK "IMAGENT" OR THE
NAME OR ANY SIMILAR MARK OR NAME ANYWHERE IN THE WORLD, AND (II) KYOSEI HAS NO
RIGHT OR LICENSE WITH RESPECT TO ANY MARK, NAME OR DESIGNATION OF OR USED BY
IMCOR.
10.
CONFIDENTIALITY.
A.
THE PARTIES AGREE TO MAINTAIN IN
CONFIDENCE, NOT TO DISCLOSE TO ANY THIRD PARTY AND NOT TO USE FOR ANY PURPOSE
OTHER THAN TO FULFILL OBLIGATIONS UNDER THIS AGREEMENT, ANY CONFIDENTIAL
INFORMATION OF THE OTHER PARTY RECEIVED PURSUANT TO THIS AGREEMENT.
EACH PARTY
AGREES TO ENSURE THAT ITS EMPLOYEES AND CONSULTANTS HAVE ACCESS TO CONFIDENTIAL
INFORMATION ONLY ON A NEED-TO-KNOW BASIS AND ARE OBLIGATED IN WRITING TO ABIDE
BY THE OBLIGATIONS HEREUNDER.
THE FOREGOING OBLIGATION SHALL NOT APPLY TO:
(I)
INFORMATION THAT IS KNOWN TO OR
INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY PRIOR TO THE TIME OF DISCLOSURE,
IN EACH CASE, TO THE EXTENT EVIDENCED BY WRITTEN RECORDS PROMPTLY DISCLOSED TO
THE DISCLOSING PARTY UPON RECEIPT OF THE CONFIDENTIAL INFORMATION;
(II)
INFORMATION DISCLOSED TO THE RECEIVING
PARTY BY A THIRD PARTY THAT HAS A RIGHT TO MAKE SUCH DISCLOSURE;
(III)
INFORMATION THAT BECOMES PATENTED, PUBLISHED
OR OTHERWISE PART OF THE PUBLIC DOMAIN AS A RESULT OF ACTS BY THE DISCLOSING
PARTY OR A THIRD PERSON OBTAINING SUCH INFORMATION AS A MATTER OF RIGHT; OR
8
(IV)
INFORMATION THAT IS REQUIRED TO BE DISCLOSED BY
ORDER OF A GOVERNMENTAL AUTHORITY OR A COURT OF COMPETENT JURISDICTION; PROVIDED
THAT THE DISCLOSING PARTY SHALL USE ITS BEST EFFORTS TO OBTAIN CONFIDENTIAL
TREATMENT OF SUCH INFORMATION BY THE AGENCY OR COURT.
B.
THE PLACEMENT OF A COPYRIGHT NOTICE ON
ANY CONFIDENTIAL INFORMATION SHALL NOT BE CONSTRUED TO MEAN THAT SUCH
INFORMATION HAS BEEN PUBLISHED AND WILL NOT RELEASE EITHER PARTY FROM ITS
OBLIGATION OF CONFIDENCE HEREUNDER.
11.
TERM AND TERMINATION.
A.
THIS AGREEMENT, UNLESS SOONER TERMINATED AS
PROVIDED HEREIN, SHALL TERMINATE UPON THE EXPIRATION OF THE LAST TO EXPIRE
PATENT RIGHTS, OR 10 YEARS FROM THE LAUNCH OF THE LICENSED PRODUCT, WHICHEVER IS
LONGER. UPON THE NATURAL EXPIRATION OF THE TERM OF THIS AGREEMENT, KYOSEI SHALL
HAVE A FULLY PAID-UP, IRREVOCABLE EXCLUSIVE LICENSE TO USE, MARKET, SELL, AND
DISTRIBUTE LICENSED PRODUCT(S) IN THE TERRITORY.
B.
IMCOR MAY, AT ITS OPTION, TERMINATE THIS
AGREEMENT UPON THIRTY (30) DAYS WRITTEN NOTICE IN THE EVENT OF ANY OF THE
FOLLOWING:
(I)
BY CEASING TO MAKE, OR HAVE MADE,
IMAGENT;
(II)
KYOSEI BECOMES MORE THAN 60 DAYS IN ARREARS
IN PAYMENT OF ROYALTIES OR EXPENSES DUE PURSUANT TO THIS AGREEMENT AND KYOSEI
DOES NOT PROVIDE FULL PAYMENT WITHIN 20 BUSINESS DAYS AFTER WRITTEN NOTICE
THEREOF;
(III)
KYOSEI BECOMES SUBJECT TO A BANKRUPTCY EVENT;
OR
(IV)
KYOSEI BREACHES THIS AGREEMENT AND DOES NOT
CURE SUCH BREACH WITHIN THIRTY (30) DAYS WRITTEN NOTICE THEREOF.
C.
KYOSEI MAY TERMINATE THIS AGREEMENT IF
ANY OF THE FOLLOWING OCCUR:
(I)
IMCOR