INFORMATION BY SUCH GOVERNMENTAL AUTHORITY
AND COOPERATES IN GIVING THE TRANSFEROR AN OPPORTUNITY TO PRESENT OBJECTIONS,
REQUESTS FOR LIMITATION, AND/OR REQUESTS FOR CONFIDENTIALITY OR OTHER
RESTRICTIONS ON DISCLOSURE OR ACCESS, TO SUCH GOVERNMENTAL AUTHORITY.
(B)
A TRANSFEREE MAY, TO THE EXTENT REQUIRED, DISCLOSE PROPRIETARY
INFORMATION TO ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE APPLICATION FOR
ANY GOVERNMENTAL AUTHORIZATION; PROVIDED THAT UNLESS PROHIBITED FROM SO DOING BY
APPLICABLE GOVERNMENTAL REQUIREMENTS, THE TRANSFEREE SHALL PROVIDE THE
TRANSFEROR PRIOR WRITTEN ADVANCE NOTICE OF SUCH DISCLOSURE AND THE PROPRIETARY
INFORMATION THAT IS TO BE DISCLOSED.
(C)
A TRANSFEREE MAY DISCLOSE SUCH PROPRIETARY INFORMATION
REGARDING THE EXISTENCE AND TERMS OF THIS AGREEMENT AS SUCH TRANSFEREE DEEMS
NECESSARY TO ENABLE IT TO COMPLY WITH THE SECURITIES EXCHANGE ACT OF 1934, OR
THE RULES, REGULATIONS AND FORMS OF THE SECURITIES AND EXCHANGE COMMISSION,
ISSUED THEREUNDER OR THE APPLICABLE RULES OF ANY STOCK EXCHANGE, OR AS OTHERWISE
REQUIRED BY APPLICABLE GOVERNMENTAL REQUIREMENTS.
15.04
Injunctive Relief.
In the event of a breach or threatened breach of
the provisions of this Article XV by any Transferee, the Transferor shall be
entitled to an injunction restraining the Transferee from such breach or
threatened breach.
Nothing contained herein shall be construed as prohibiting
the Transferor from pursuing any other remedies available at law or equity for
such breach or threatened breach of this Agreement.
15.05
Publicity.
Any public relations matters, including public
announcements and press releases or similar publicity, arising out of or in
connection with the terms of this Agreement or the transactions contemplated
herein, shall be coordinated and agreed to between the Owners prior to said
announcement or release.
15.06
Proprietary Information Defined.
For purposes of this Agreement,
"Proprietary Information" means all information, written or oral, which has been
or is disclosed by the Transferor, or by any Representative of the Transferor,
or which otherwise becomes known to the Transferee, or to any Representative of
such Transferee, or any other party in a confidential relationship with, the
Transferee, and which (a) relates to matters such as patents, trade secrets,
research and development activities, draft or final contracts or other business
arrangements, books and records, budgets, cost estimates, pro forma
calculations, engineering work product, environmental compliance, vendor lists,
suppliers, manufacturing processes, energy consumption, pricing information,
private processes, and other similar information, as they may exist from time to
time, (b) relates to the existence or the terms, including pricing and other
commercial terms, of this Agreement, or (c) the Transferor expressly designates
in writing to be
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confidential, provided that "Proprietary Information" shall exclude information
falling into any of the following categories:
(I)
INFORMATION THAT, AT THE TIME OF DISCLOSURE HEREUNDER, IS IN
THE PUBLIC DOMAIN, OTHER THAN INFORMATION THAT ENTERED THE PUBLIC DOMAIN BY
BREACH OF THIS AGREEMENT BY TRANSFEREE;
(II)
INFORMATION THAT, AFTER DISCLOSURE HEREUNDER, ENTERS THE
PUBLIC DOMAIN, OTHER THAN INFORMATION THAT ENTERS THE PUBLIC DOMAIN BY BREACH OF
THIS AGREEMENT BY TRANSFEREE;
(III)
INFORMATION, OTHER THAN THAT OBTAINED FROM THIRD-PARTIES, THAT
PRIOR TO DISCLOSURE