MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") is
entered into by and between VIRAGEN, INCORPORATED ("VIRAGEN"), a Florida
corporation, having a principal place of business at 000 X.X. 00xx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxx 00000, and BIOSYNTECH LTD. ("BIOSYNTECH", having a
principal place of business at 000 Xxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxx XX, Xxxxxx
X0X 0x0.
WHEREAS, BIOSYNTECH is in the business of developing, manufacturing and
marketing the BST-GEL(TM) and BST-CARGEL(TM) advanced big-materials used in
drug, cell and gene delivery systems, big-engineered artificial tissues and
injectable self-forming implants; and
WHEREAS, VIRAGEN is in the business of manufacturing and clinical
development of biological response modifiers, including interferons; and
WHEREAS, VIRAGEN and BIOSYNTECH (the "Parties") are willing to disclose
to each other certain confidential information for the purpose of evaluating the
possibility of entering into a business relationship (which purpose is
hereinafter referred to as the "Purpose of this Agreement");
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties agree as follows:
1. CONFIDENTIAL INFORMATION. The term "Confidential Information" as
used in this Agreement shall mean any and all non-public information disclosed
by one party (the "Disclosing Party") to the other party (the "Receiving Party")
in a written or tangible form (including fax transmissions, electronic mail, and
electronic media) clearly marked (or, in the case of electronic media, otherwise
clearly identified) as being confidential, and relating to the Purpose of this
Agreement. Confidential Information shall expressly include any and all
information derived from the foregoing Confidential Information.
2. CONFIDENTIALITY OBLIGATIONS. The Receiving Party shall keep the
Confidential Information in strict confidence, and shall not disclose it to any
person, fun or corporation, nor use the Confidential Information for any purpose
other than for the specific
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Purpose of this Agreement without the prior written consent of the Disclosing
Party. The Receiving Party shall protect and safeguard the Confidential
Information furnished by the Disclosing Party by using the same degree of care,
but no less than a reasonable degree of care, to prevent the unauthorized use,
dissemination or publication of the Confidential Information as the Receiving
Party uses to protect its own confidential or proprietary information of a like
nature. The Receiving Party shall limit the disclosure of the Confidential
Information to only such officers, employees or agents of the Receiving Party
who need to know such information in order to accomplish the Purpose of this
Agreement. The Receiving Party agrees that all such officers, agents and
employees shall be notified of the proprietary nature of the Confidential
Information
3. EXCEPTIONS. The obligations of confidentiality contained in
Paragraph 2 shall not apply to any information which:
(a) is proven by written evidence to have been known to the
Receiving Party at the time of disclosure; or
(b) is or becomes publicly known or available through no act or
fault of the Receiving Party; or
(c) is rightly received by the Receiving Party from a third party
who was authorized to disclose such information; or
(d) is proven by written evidence to have been independently
developed by the Receiving Party; or
(e) is approved for release by written authorization of the
Disclosing Party; or
(f) is disclosed by the Receiving Party pursuant to law or any
governmental or court order, provided that the Receiving Party shall first have
given notice to the Disclosing Party of such order and made a reasonable effort
to obtain a protective order.
4. DURATION. The obligations of confidentiality contained in Paragraph 2
shall extend for a period of five (5) years from the date of disclosure of such
information.
5. RETURN OF DOCUMENTS. Upon the written request of the Disclosing Party
at any time, the Receiving Party shall immediately return to the Disclosing
Party all written Confidential Information except for one copy for archival
purposes which will be kept by the General Counsel of the Receiving Party.
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6. RELATION BETWEEN PARTIES. At all times, Confidential Information shall
be and remain the property of the Disclosing Party. This Agreement does not
grant either party any express or implied rights under the other party's
patents, know-how, trade secrets, copyrights, trademarks or other intellectual
property rights or applications therefor. The Parties make no representation
that any type of business relation will be concluded between the Parties.
Nothing in this Agreement shall be deemed to create a partnership or joint
venture between the Parties.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. This Agreement constitutes the
complete agreement of the Parties and supersedes all previous understandings,
agreements or representations, written or oral, between the Parties to this
Agreement. This Agreement may not be amended except by written instrument signed
by both Parties. In the event that any one or more of the provisions of this
Agreement is unenforceable, the enforceability of the remaining provisions shall
be unimpaired.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in
duplicate on the date(s) set forth below.
BIOSYNTECH, LTD. VIRAGEN, INC.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxx Name: Xxx Xxxxxxxx
Title: V.P. R&D Title: Executive V.P.
Date: 9/20/99 Date: 8/30/99
