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[SOLVAY PHARMACEUTICALS LOGO]
EXHIBIT 15
MUTUAL CONFIDENTIALITY AGREEMENT
This AGREEMENT, effective the 4TH day of March, 1999, by and between
SOLVAY PHARMACEUTICALS, INC., a Georgia corporation having its principal place
of business at 901 Sawyer Road, Marietta, Georgia 30062-2224 (hereinafter
"COMPANY"), and UNIMED PHARMACEUTICALS, INC., a corporation, having its
principal place of business at 2150 East Lake Cook Road, Buffalo Grove,
Illinois 60089-1862 (hereinafter "UNIMED").
WHEREAS, COMPANY and UNIMED are interested in exploring a potential
transaction between COMPANY and UNIMED; and
WHEREAS, in order for COMPANY and UNIMED to discuss said subject, it
may be necessary for each party to disclose to the other certain valuable,
proprietary technical and commercial information ("Confidential Information").
The COMPANY Confidential Information consists of general business strategies
and capabilities, and commercial operations. The UNIMED Confidential
Information consists of information concerning financial information,
commercial operations and research and development portfolio; and
NOW, THEREFORE, in consideration of the above premises and commitments
contained herein, it is hereby agreed that:
1. COMPANY and UNIMED will each hold in confidence and not disclose to any
third party, without written permission of the disclosing party,
information contained in the confidential disclosures of the disclosing
party. Such disclosures to be considered confidential and subject to
this Agreement shall be:
A. In writing or in other physical or electronic form; or
B. Disclosed verbally as "Confidential", and subsequently reduced
to a writing or other physical form and provided to the
receiving party, marked "Confidential", within one (1) month
from date of disclosure; or
C. Generated by the receiving party materially based upon
confidential information provided by the disclosing party.
These obligations shall not apply to information which:
D. Was generally available to the public at the time of
disclosure, or becomes generally available to the public
without act or negligence of the receiving party; or
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E. Can be shown to have been in the receiving party's possession prior to
disclosure by the other party; or
F. Is obtained without restriction by the receiving party from an
independent third party having a lawful right to disclose the
information; or
G. Is developed by the receiving party or an affiliate independently of
the information received from the disclosing party.
2. Neither party shall disclose confidential information of the other to any
party other than the minimum number of its own and its affiliates
responsible employees who are directly engaged in the consultation,
evaluation and preparation of information with respect to the purposes of
this Agreement, and to whom it is essential to disclose the same, and shall
take all reasonable steps to ensure that such employees, whether during or
after their employment with either COMPANY or UNIMED, shall treat
confidential information as such and keep it secret from other entities or
persons.
3. Nothing in this Agreement shall be construed to grant either party any
right or license under any patent or other intellectual property of the
other party, and nothing herein shall obligate either party to enter into
any further agreements with the other. Neither party shall use or publicly
disclose that it is engaged in discussions or has entered a business
arrangement with the other (except as may be required by law), and neither
party shall use the confidential information of the other except for the
purposes of consultation, evaluation and preparation of information and
business proposals for the other.
4. Upon termination of interactions between the parties with respect to this
subject, or upon the written request of the disclosing party, the receiving
party shall return all written or other physical or electronic embodiments
of confidential information to the disclosing party, together with all
copies thereof (except for one record copy) or copies of any part thereof,
as shall then be in receiving party's possession.
5. This Agreement shall be binding on any parent, subsidiary, affiliate,
successor or assign of either party participating in the evaluation of the
subject matter, as if a party to this Agreement.
6. The obligations of COMPANY and UNIMED under this Agreement shall survive
the conclusion of technical and business discussions related to evaluation
of the subject matter and shall continue for a period of ten (10) years
from the date of this Agreement.
7. This Agreement shall be construed and the relationship between the parties
determined in accordance with the substantive Laws of the State of Georgia.
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IN WITNESS WHEREOF, COMPANY and UNIMED hereby execute this Agreement in
duplicate by their respective duly authorized officers on the date(s) below:
UNIMED PHARMACEUTICALS, INC. SOLVAY PHARMACEUTICALS, INC.
[UNIMED] [COMPANY]
By: /s/ Robert E. Dudley By: /s/ Joseph H. Feldhouse
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Robert E. Dudley, Ph.D. Joseph H. Feldhouse
Title: President and CEO Title: Director, Licensing and
Acquisitions
Date: 3/12/99 Date: 3/5/99
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