EXHIBIT A CONFIDENTIALITY AGREEMENT CONFIDENTIALITY AGREEMENT A (Mutual Disclosure) This Reciprocal Confidentiality Agreement (this “Agreement”) is made effective as of May 21, 2008 (the “Effective Date”), by and between AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, DE 19803 (including its Affiliates and their respective successors, transferees and permitted assigns “AstraZeneca”) and Integrated Mobile, a Delaware corporation with offices at 8858 Commerce Loop Dr., Columbus, OH 43240 (“Company”). Background: To further discussions between AstraZeneca and Company relating to AstraZeneca’s Patient Interface Program (the “Program”) either party may want to disclose certain information to the other party which the disclosing party (the “Disclosing Party”) regards as confidential. The receiving party (the “Receiving Party”) has agreed to treat such information as confidential information of Disclosing Party. In consideration of the mutual promises, covenants and agreements stated below, and intending to be legally bound, the parties agree as follows: 1. Defined Terms.
1(a) Affiliate. The term “Affiliate” shall mean any business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a party. With respect to AstraZeneca, the term Affiliate shall also include, but not be limited to, any business entity that is controlled by or under common control with AstraZeneca PLC. 1(b) Confidential Information. The term “Confidential Information” shall mean all confidential, proprietary, or trade secret information, property, or material of Disclosing Party and any derivatives, portions, or copies thereof, including, without limitation, information resulting from or in any way related to (i) the Program; (ii) the business practices, plans, or relationships of Disclosing Party; and (iii) any other information or material that Disclosing Party designates as Confidential Information. Confidential Information shall not include material or information which is: (i) already in the public domain at time of disclosure; (ii) rightfully received from a third party without any obligation of confidentiality; or (iii) already known to or independently developed by Receiving Party as evidenced by its written records. Information Disclosing Party discloses or makes available to Receiving Party shall be presumed to be Confidential Information and the burden of establishing that such information comes within the foregoing exceptions shall rest with Receiving Party. 2. Restrictions on Use of Confidential Information. All parties agree that, as a condition to the receipt of the Confidential Information from the other, and for a period of seven years from the date of this Agreement, they shall: (a) not disclose, directly or indirectly, the existence of or any portion of the Confidential Information to any third party without the prior written consent of the other party, including but not limited to the fact that Confidential Information has been made available or that discussions concerning the Program are taking place; (b) use the Confidential Information solely in connection with the Program; (c) upon any party's request (at any time) or upon completion of the Program, immediately cease all use of the Confidential Information and return to the other party or, at the other party's option, destroy all
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materials and documentation consisting of or relating to the Confidential Information and certify to the other party in writing such return or destruction; (d) take all necessary precautions to protect the confidentiality of the Confidential Information and exercise at least the same degree of care in safeguarding the Confidential Information as such party would with its own confidential information, but not less than a commercially reasonable degree of care; and (e) promptly advise the other party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. If either party is required or reasonably expects to be required to disclose the Confidential Information pursuant to an order of a court of competent jurisdiction or duly authorized regulatory agency, then such party shall, as soon as practicable prior to such disclosure, give the other party sufficient prior notice and reasonable assistance to contest such order. Receiving Party agrees to cooperate fully with Disclosing Party in seeking any protective order. 3. Ownership. The Confidential Information furnished to either party by the other shall remain the sole and exclusive property of the party who furnished the Confidential Information. 4. Disclaimer. The Confidential Information disclosed by the parties to each other is provided "AS-IS" with no express or implied warranties of any kind, including, without limitation, any warranties of merchantability, fitness for a particular purpose or noninfringement of any patent, copyright or other third party intellectual property right. Neither party shall have any liability whatsoever to the other or any third party for any damages arising from either party's use of the Confidential Information. 5. No Obligation of Disclosure or Further Negotiation. Neither party shall have any obligation to disclose Confidential Information to the other party. Either party may, at any time, cease disclosing Confidential Information to the other party without any liability. This Agreement is not intended, and shall not be construed, to obligate either party to enter into any further agreement with the other party or, except as provided in Section 6 of this Agreement, to refrain from entering into an agreement or negotiation with any other party. 6. Conflicts. Each party represents, warrants and covenants that it is not, and shall not become, a party to any contract or other agreement with any other person, corporation, partnership or any other entity that would interfere with or prevent such party from complying with the terms and provisions of this Agreement. 7. Term and Termination. Each party shall have the right to terminate this Agreement by written notice to the other. Notwithstanding any such termination or expiration, all rights and obligations under this Agreement shall survive with respect to any and all Confidential Information disclosed prior to the termination. 8. Equitable Relief. Each of the parties hereto recognizes that breach of this Agreement will cause irreparable harm to the other party that is inadequately compensable in damages and that, in addition to other remedies a party may have available at law or equity, each party agrees that the other is entitled to injunctive relief for such breach. 9. Governing Law, Jurisdiction and Venue. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Delaware, without regard to its choice of law provisions. The parties hereto hereby irrevocably and unconditionally consent to the exclusive jurisdiction of, and venue of, the state and federal courts sitting in the State of Delaware. 10. Notices. Any notice that is required or permitted hereunder shall be deemed given only if delivered personally or sent by telecopy (with transmission confirmed) or by registered or certified mail, return
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receipt requested and postage prepaid, or by a nationally recognized overnight delivery service, addressed to the parties at their respective addresses first set forth above or to such other addresses at which notice of change shall have been given. 11. Waiver. Each party shall have the right to enforce the provisions of this Agreement in strict accordance with its terms. The failure of either party at any time to enforce its rights hereunder strictly in accordance with the same shall not be construed as having created a custom contrary to the specific provisions hereof or as having in any way modified or waived same. 12. Assignment. Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior agreements with respect thereto are superseded hereby. No amendment or modifications hereof shall be binding unless in writing and duly executed by authorized representatives of both parties. 14. Severability. The provisions of this Agreement shall be several. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement. 15. Counterparts. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement. IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Agreement effective as of the Effective Date. COMPANY] ASTRAZENECA PHARMACEUTICALS LP
By: __________________________ Name: _______________________ Title: _________________________
By: __________________________ Name: ________________________ Title: _________________________
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