OF
SUCH PARTY.
THE PARTY AFFECTED BY SUCH FORCE MAJEURE WILL PROVIDE THE OTHER
PARTY WITH FULL PARTICULARS THEREOF AS SOON AS IT BECOMES AWARE OF THE SAME
(INCLUDING ITS GOOD FAITH ESTIMATE OF THE LIKELY EXTENT AND DURATION OF THE
INTERFERENCE WITH ITS ACTIVITIES), AND WILL USE COMMERCIALLY REASONABLE EFFORTS
TO OVERCOME THE DIFFICULTIES CREATED THEREBY AND TO RESUME PERFORMANCE OF ITS
OBLIGATIONS AS SOON AS PRACTICABLE.
IF THE PERFORMANCE OF ANY SUCH OBLIGATION
UNDER THIS AGREEMENT IS DELAYED OWING TO SUCH A FORCE MAJEURE FOR ANY CONTINUOUS
PERIOD OF MORE THAN ONE HUNDRED EIGHTY (180) DAYS, THE PARTIES WILL CONSULT WITH
RESPECT TO AN EQUITABLE SOLUTION, INCLUDING THE POSSIBILITY OF THE MUTUAL
TERMINATION OF THIS AGREEMENT.
14.11.
PRESS RELEASES AND OTHER DISCLOSURES.
THE PARTIES WILL COOPERATE IN THE
RELEASE OF A JOINT PRESS RELEASE, SUBSTANTIALLY IN THE FORM SET FORTH IN
SCHEDULE 14.11, AS SOON AS PRACTICABLE AFTER THE EXECUTION DATE OF THIS
AGREEMENT.
THE PARTIES ALSO RECOGNIZE THAT EACH PARTY MAY FROM TIME TO TIME
DESIRE TO ISSUE ADDITIONAL PRESS RELEASES AND MAKE OTHER PUBLIC STATEMENTS OR
DISCLOSURES REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
IN SUCH EVENT, THE
PARTY DESIRING TO ISSUE AN ADDITIONAL PRESS RELEASE OR MAKE A PUBLIC STATEMENT
OR DISCLOSURE SHALL PROVIDE THE OTHER PARTY WITH A COPY OF THE PROPOSED PRESS
RELEASE, STATEMENT OR DISCLOSURE FOR REVIEW, COMMENT AND APPROVAL AT LEAST [***]
([***]) BUSINESS DAYS IN ADVANCE (OR SUCH SHORTER PERIOD AS WOULD PERMIT THE
PUBLICIZING PARTY TO COMPLY WITH APPLICABLE LAW), WHICH ADVANCE APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED (EXCEPT THAT NEITHER PARTY
SHALL HAVE ANY OBLIGATION TO DISCLOSE CONFIDENTIAL INFORMATION EXCEPT TO THE
EXTENT REQUIRED OR PERMITTED PURSUANT TO ARTICLE IX).
THE REVIEWING PARTY SHALL
NOTIFY THE PUBLICIZING PARTY WITHIN SUCH [***] ([***]) BUSINESS DAYS PERIOD (OR
SUCH SHORTER PERIOD) OF ITS COMMENTS AND WHETHER IT APPROVES SUCH DISCLOSURE.
IT IS AGREED THAT EACH SUCH DISCLOSURE SHALL ONLY BE DONE WITH SUCH APPROVAL OF
THE OTHER PARTY AND NO OTHER PUBLIC STATEMENT OR DISCLOSURE CONCERNING THE
EXISTENCE OR TERMS OF THIS AGREEMENT SHALL BE MADE, EITHER DIRECTLY OR
INDIRECTLY, BY EITHER PARTY, WITHOUT FIRST OBTAINING THE WRITTEN APPROVAL OF THE
OTHER PARTY.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 14.11 OR
OF ARTICLE IX, (A) A PARTY MAY MAKE ANY DISCLOSURE OR PUBLIC ANNOUNCEMENT IF THE
CONTENTS OF SUCH DISCLOSURE OR PUBLIC ANNOUNCEMENT HAVE PREVIOUSLY BEEN MADE
PUBLIC OTHER THAN THROUGH A BREACH OF THIS AGREEMENT BY THE ISSUING PARTY;
(B) IF A PARTY REASONABLY DETERMINES THAT A PUBLIC DISCLOSURE SHALL BE REQUIRED
BY LAW, INCLUDING IN A PUBLIC FILING WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, SUCH PARTY MAY DISCLOSE THE EXISTENCE AND TERMS OF THIS AGREEMENT
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
62
AND ANY MATERIAL DEVELOPMENTS THAT OCCUR UNDER THIS AGREEMENT