ABBOTT DIAGNOSTICS DIVISION
DISCLOSURE AGREEMENT-IN
In discussions between Xxxxxx Laboratories and its affiliates (collectively
"Xxxxxx") and the undersigned party ("Participant"), Participant wishes to
protect certain confidential information of Participant, including but not
limited to written, oral or visually presented information and such items as
electronic media products, equipment, compositions and the like (hereafter
collectively referred to as "Information"). Participant is willing to disclose
Information to Abbott, and Abbott is willing to receive it in confidence.
Therefore, Abbott and Participant, intending to be legally bound, agree that:
1. The parties' representatives for disclosing or receiving information are:
For Abbott: Xxxxx Xxxxxxx
For Participant: Xxxxxx Xxxxxxxx, Jr. MD
2. Information provided hereunder is described as: Technical information on
Lexon's assay and reagents for detecting Ebaf as well as related clinical
data and patent information pertaining to Ebaf.
3. The existence of and the relationship created under this Agreement is
confidential and shall be treated as Information pursuant to the terms of
this Agreement.
4. The time period for Participant to provide Information to Abbott hereunder
shall begin June 21, 1999 and end June 20, 2000 ("Disclosure Period").
Xxxxxx'x obligations of non-disclosure under paragraphs 5 through 9 shall
terminate on June 21, 2005.
5. Abbott shall not disclose or use Information, or allow it to be used, for
its own benefit or the benefit of others, and shall protect Information by
using the same degree of care, but no less than a reasonable degree of
care, as Abbott uses to protect its own confidential information.
6. Xxxxxx'x duties under paragraphs 5 and 8 of this Agreement shall apply only
to Information that is: (a) disclosed by Participant in writing and marked
to indicate it is confidential at the time of disclosure; or (b) disclosed
by Participant in any other manner and indicated to be confidential at the
time of disclosure and thereafter is summarized in a written memorandum,
marked to indicate it is confidential and delivered to Xxxxxx'x
representative named in paragraph 1 within thirty (3)) days of disclosure;
of (c) disclosed in the form of tangible products or materials transmitted
to Abbott with an accompanying written memorandum.
7. This Agreement imposes no obligation upon Abbott with respect to
Information that: (a) was in Xxxxxx'x possession Before receipt from
Participant; or (b) is or becomes available to the public through no fault
of Abbott; or (c) is received in good faith by Abbott from a third party
and is not subject to an obligation of confidentiality owed to the third
party; of (d) is independently developed by Abbott without reference to
Information received hereunder.
8. In the event that Abbott is required by judicial or administrative process
to disclose Information, Abbott shall promptly notify participant and allow
Participant a reasonable time to oppose such process.
9. Abbott shall return all Information received from Participant at the
request of Participant except that Abbott may retain in its confidential
files one copy of written Information for record purposes only.
10. Participant warrants or represents that it has the right to make
disclosures under this Agreement.
11. Neither party shall acquire any license under intellectual property rights
of the other party pursuant to this Agreement.
12. Neither party has an obligation pursuant to this Agreement to purchase any
service or item from the other party.
13. The parties do not intend that any agency or partnership relationship be
created by this Agreement.
14. All additions or modifications to this Agreement, including any attachment
referred to in paragraph 16, must be made in writing and executed by both
parties.
15. This Agreement is to be executed in duplicate. Please return one fully
executed copy to: Technology Acquisitions, X-0XX XX0X, Xxxxxx Laboratories,
000 Xxxxxx Xxxx Xxxx, Xxxxxx Xxxx, XX 00000-0000.
16. Attachment X No ____Yes If Yes, number of pages ____.
Very truly yours, AGREED AND ACCEPTED:
XXXXXX LABORATORIES PARTICIPANT
By /s/ XXXXX X. XXXXXXX Company Name Lexon, Inc.
Xxxxx X. Xxxxxxx, Ph.D. Address 0000 Xxxxx Xxxx, Xxxxx 000
Corporate Vice President City-State-Zip Xxxxx, XX 00000-0000
Diagnostic Products
Research and Development Authorized
Signature /s/ XXXXXXXXX X. XXXXXXX
Date 6/22/99 Printed Name Xxxxxxxxx X. Xxxxxxx
Title Vice President and General Counsel
Date 6/29/99
