CLINICAL INVESTIGATORS, ON A NEED-TO-KNOW BASIS ON
CONDITION THAT SUCH ENTITIES OR PERSONS ENTER INTO WRITTEN AGREEMENTS TO KEEP
THE INFORMATION CONFIDENTIAL FOR THE SAME TIME PERIODS AND TO THE SAME EXTENT AS
SUCH PARTY IS REQUIRED TO KEEP THE INFORMATION CONFIDENTIAL. IN ADDITION A PARTY
OR ITS AFFILIATES OR SUBLICENSEES MAY DISCLOSE SUCH INFORMATION TO GOVERNMENT OR
OTHER REGULATORY AUTHORITIES TO THE EXTENT THAT SUCH DISCLOSURE IS REASONABLY
NECESSARY TO OBTAIN PATENTS OR AUTHORIZATIONS TO CONDUCT CLINICAL TRIALS OF, AND
TO COMMERCIALLY MARKET, THE THROMBUS COMPOUND(S) AND/OR LICENSED PRODUCTS.
HOWEVER, FOR THE AVOIDANCE OF DOUBT, THE PARTIES STATE THAT NEITHER SCHERING NOR
EPIX SHALL DISCLOSE PRE-CLINICAL OR CLINICAL DATA OR THE CONTENTS OR
PRE-CLINICAL OR CLINICAL STUDY, REPORTS DERIVED FROM STUDIES OF LICENSED
PRODUCTS THAT HAS BEEN RECEIVED FROM THE OTHER PARTY TO ADVERTISING AGENCIES,
MARKETING RESEARCH CONSULTANTS, CUSTOMERS, HEALTHCARE PROFESSIONALS, CONSUMERS
OR REGULATORY AGENCIES WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
The obligation not to disclose Information shall not apply to any part of such
Information that: (i) is or becomes part of the public domain other than by
unauthorized acts of the Party
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obligated not to disclose such Information or those of its Affiliates or
Sublicensees; (ii) can be shown by competent evidence to have been disclosed to
the receiving Party or its or Sublicensees by a Third Party, provided, that such
Information was not obtained by such Third Party directly or indirectly from the
other Party under this Agreement pursuant to a confidentiality agreement; (iii)
can be shown by competent evidence, prior to disclosure under this Agreement, to
already have been in the possession of the receiving Party or its Affiliates or
Sublicensees, provided, that such Information was not obtained directly or
indirectly from the other Party under this Agreement pursuant to a
confidentiality agreement; (iv) can be shown by competent evidence to have been
independently developed by the receiving Party or its Affiliates without breach
of any of the provisions of this Agreement; or (v) is disclosed by the receiving
Party pursuant to interrogatories, requests for information or documents,
subpoena, civil investigative demand issued by a court or governmental agency or
as otherwise required by law; provided, that, the receiving Party notifies the
other Party immediately upon receipt thereof so that such other Party (with the
cooperation of the receiving Party) can seek a protective order or other order
limiting or preventing disclosure; and provided, further, that the disclosing
Party furnishes only that portion of the Information which it is advised by
counsel is legally required under the circumstances.
9.2.
TERMS OF THIS AGREEMENT.
EXCEPT AS PROVIDED
IN SECTION 9.3 HEREOF, EPIX AND SCHERING EACH AGREE NOT TO DISCLOSE ANY TERMS OR
CONDITIONS OF THIS AGREEMENT TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, EXCEPT AS REQUIRED BY APPLICABLE LAW.
IF EITHER
PARTY DETERMINES THAT IT IS REQUIRED TO FILE THIS AGREEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION OR OTHER GOVERNMENTAL AGENCY FOR ANY REASON, SUCH