PARTY
SHALL REQUEST CONFIDENTIAL TREATMENT OF SUCH PORTIONS OF THIS AGREEMENT AS THE
PARTIES SHALL TOGETHER DETERMINE IS APPROPRIATE.
NOTWITHSTANDING THE FOREGOING,
PRIOR TO EXECUTION OF THIS AGREEMENT, EPIX AND SCHERING HAVE AGREED UPON THE
SUBSTANCE OF INFORMATION THAT CAN BE USED AS A ROUTINE REFERENCE IN THE USUAL
COURSE OF BUSINESS TO DESCRIBE THE TERMS OF THIS TRANSACTION, AND EPIX AND
SCHERING MAY DISCLOSE SUCH INFORMATION, AS MODIFIED BY MUTUAL AGREEMENT FROM
TIME TO TIME, WITHOUT THE OTHER PARTY'S CONSENT AS MAY BE NECESSARY FROM TIME TO
TIME.
9.3.
PUBLICATIONS.
9.3.1.
PROCEDURE.
EACH PARTY RECOGNIZES THE MUTUAL INTEREST
IN OBTAINING PATENT PROTECTION FOR INVENTIONS THAT ARISE UNDER THIS AGREEMENT.
IN THE EVENT THAT EITHER PARTY, ITS EMPLOYEES OR CONSULTANTS OR ANY THIRD PARTY
UNDER CONTRACT TO SUCH PARTY WISHES TO MAKE A PUBLICATION (INCLUDING ANY ORAL
DISCLOSURE MADE WITHOUT OBLIGATION OF CONFIDENTIALITY) RELATING TO WORK
PERFORMED UNDER THIS AGREEMENT (THE "PUBLISHING PARTY"), SUCH PARTY SHALL
TRANSMIT TO THE OTHER PARTY (THE "REVIEWING PARTY") A COPY OF THE PROPOSED
WRITTEN PUBLICATION AT LEAST THIRTY (30) DAYS PRIOR TO SUBMISSION FOR
PUBLICATION, OR AN ABSTRACT OF SUCH ORAL DISCLOSURE AT LEAST SEVEN (7) DAYS
PRIOR TO SUBMISSION OF THE ABSTRACT OR THE ORAL DISCLOSURE, WHICHEVER IS
EARLIER. THE REVIEWING PARTY SHALL HAVE THE RIGHT (A) TO PROPOSE MODIFICATIONS
TO THE PUBLICATION FOR PATENT REASONS, (B) TO REQUEST A DELAY IN PUBLICATION OR
PRESENTATION IN ORDER TO PROTECT PATENTABLE INFORMATION, OR (C) TO REQUEST THAT
THE INFORMATION BE MAINTAINED AS A TRADE SECRET.
9.3.2.
MODIFICATIONS; DELAY: RESOLUTION.
IF THE REVIEWING
PARTY REQUESTS A MODIFICATION TO THE PUBLICATION FOR PATENT REASONS, THE
PROPOSED PUBLICATION SHALL NOT BE
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SUBMITTED UNTIL THE PARTIES HAVE AGREED TO APPROPRIATE MODIFICATIONS.
IF THE
REVIEWING PARTY REQUESTS A DELAY AS DESCRIBED IN SECTION 9.3.1, THE PUBLISHING
PARTY SHALL DELAY SUBMISSION OR PRESENTATION OF THE PUBLICATION FOR A PERIOD OF
NINETY (90) DAYS TO ENABLE PATENT APPLICATIONS PROTECTING EACH PARTY'S RIGHTS IN
SUCH INFORMATION TO BE FILED.
IF THE REVIEWING PARTY REQUESTS THAT INFORMATION
BE MAINTAINED AS A TRADE SECRET, THE PROPOSED PUBLICATION SHALL NOT BE DISCLOSED
UNTIL SUCH INFORMATION IS DELETED THEREFROM.
9.4.
INJUNCTIVE RELIEF.
THE PARTIES HERETO
UNDERSTAND AND AGREE THAT REMEDIES, AT LAW MAY BE INADEQUATE TO PROTECT AGAINST
ANY BREACH OF ANY OF THE PROVISIONS OF THIS ARTICLE 9 BY EITHER PARTY OR THEIR
EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS OR ANY OTHER PERSON ACTING IN CONCERT
WITH IT OR ON ITS BEHALF.
ACCORDINGLY, EACH PARTY SHALL BE ENTITLED TO THE
GRANTING OF INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF BY A COURT OF COMPETENT
JURISDICTION AGAINST ANY ACTION THAT CONSTITUTES ANY SUCH BREACH OF THIS ARTICLE
9, IN ADDITION TO ANY MONETARY DAMAGES TO WHICH A PARTY MAY BE ENTITLED.
ARTICLE 10:
REPRESENTATIONS AND WARRANTIES
10.1.
REPRESENTATIONS AND WARRANTIES.
EPIX AND SCHERING
EACH REPRESENTS AND WARRANTS TO THE OTHER, AS OF THE EFFECTIVE DATE AS FOLLOWS:
10.2.
ORGANIZATION.
IT IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IS IN GOOD STANDING UNDER THE LAWS OF