Confidential Disclosure Agreement (Page 3 of 5) in pdf

notice of the required disclosure and an adequate opportunity to seek appropriate legal relief to prevent

such disclosure or limit use and further disclosure of the Disclosing Party’s Confidential Information.

b) If, in the absence of such legal relief or other remedy, the Receiving Party is nonetheless required to

disclose any part of the Disclosing Party’s Confidential Information, the Receiving Party may disclose

such Confidential Information of the Disclosing Party without liability hereunder, provided that, the

Receiving Party shall furnish only such portion of the Disclosing Party’s Confidential Information which

the Receiving Party is legally required to be disclosed.

Term. This Agreement shall commence on the Effective Date and shall expire five (5) years after the

Effective Date. Either party may terminate this Agreement upon written notice to the other party;

however, notwithstanding any early termination of this Agreement, each party’s confidentiality and non-

use obligations hereunder shall remain in effect for five (5) years after the Effective Date.

Representation and Warranty. Each party represents and warrants to the other party that (a) it has all

rights title and ownership interest in and to its Confidential Information and/or it has the right to disclose

such Confidential Information to the other party; (b) by entering into this Agreement, it is not breaching

any obligation in any agreement or to any third party; and (c) it is not currently debarred, suspended or

otherwise excluded by any government agency from receiving federal contracts.

No Other Obligation; No License. This Agreement shall not be construed, by implication or otherwise,

as an obligation by either party to enter into any further agreement relating to the other party’s

Confidential Information. Further, this Agreement shall not convey to GSK or University the grant of a

license or other ownership rights to the other party’s Confidential Information other than to use the other

party’s Confidential Information for the Purpose.

10)

Return of Confidential Information. Upon completion of the Purpose, and in the absence of any

further written agreement between the parties, GSK and University each shall cease all use of the other

party’s Confidential Information and shall, upon written request, promptly return, destroy or delete all of

the other party’s Confidential Information which is in tangible form, except that GSK and University

shall be permitted to retain one (1) copy of the other party’s Confidential Information so that any

continuing obligations may be determined.

11)

No Publicity. Neither party shall directly or indirectly cause or permit (a) the oral or written release of

any public statement referring to the existence or terms of this Agreement, or (b) any use of the other

party’s name, trade name, logo or trademarks, without the other party’s prior written consent.

12)

Notices. Notices or other communications required to be sent to GSK under this Agreement shall be

addressed in writing to Jon L. Collins, Ph.D. and/or Chari Smith, Ph.D., at GlaxoSmithKline LLC, Five

Moore Drive, PO Box 13398, Mailcode: 17.1351B, Research Triangle Park, North Carolina 27709, with a

facsimile number of 919-483-____ or via email at .

Notices or other

communications required to be sent to University under this Agreement shall be addressed to [insert

name/address], with a facsimile number of __________ or via email at _________________

Confidential Disclosure Agreement Page 3