PRIOR WRITTEN APPROVAL FROM THE OTHER
PARTY, EXCEPT AS OTHERWISE REQUIRED BY LAW, AND EXCEPT AS OTHERWISE EXPRESSLY
PERMITTED BY THIS AGREEMENT.
EACH PARTY SHALL TAKE SUCH ACTION, AND SHALL CAUSE
ITS AFFILIATES AND SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE THE
CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION AS IT WOULD CUSTOMARILY TAKE TO
PRESERVE THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL MATERIALS, WHICH SHALL NOT,
IN ANY EVENT, BE LESS THAN REASONABLE CARE.
EACH PARTY, UPON THE OTHER'S
REQUEST, WILL RETURN ALL THE CONFIDENTIAL INFORMATION DISCLOSED TO IT BY THE
OTHER PARTY PURSUANT TO THIS AGREEMENT, INCLUDING ALL COPIES AND EXTRACTS OF
DOCUMENTS, WITHIN SIXTY (60) DAYS OF THE REQUEST FOLLOWING THE TERMINATION OF
THIS AGREEMENT; PROVIDED, THAT, A PARTY MAY RETAIN CONFIDENTIAL INFORMATION OF
THE OTHER PARTY RELATING TO ANY LICENSE OR RIGHT TO USE TECHNOLOGY WHICH
SURVIVES SUCH TERMINATION AND ONE COPY OF ALL OTHER CONFIDENTIAL INFORMATION MAY
BE RETAINED IN INACTIVE ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE
CONTENTS THEREOF.
4.1.3.
IDENTIFICATION OF ACCESS.
IN CARRYING OUT THE
RESEARCH PROGRAM AS DESCRIBED IN APPENDIX A, INCLUDING WITHOUT LIMITATION THE
NEW TECHNOLOGY OPPORTUNITIES PROGRAM DESCRIBED THEREIN, IG AGREES THAT, PRIOR TO
DISCLOSING TO ANY THIRD PARTY THAT A TECHNOLOGY MAY BE CONSIDERED BY ACCESS FOR
PRODUCT DEVELOPMENT, IG WILL OBTAIN THE PRIOR WRITTEN CONSENT OF ACCESS IN EACH
CASE.
ACCESS MAY MAKE SUCH APPROVAL CONTINGENT UPON THE SATISFACTION OF
SPECIFIED CONDITIONS, INCLUDING WITHOUT LIMITATION THE EXECUTION OF WRITTEN
CONFIDENTIALITY OBLIGATIONS TO MAINTAIN THE CONFIDENTIALITY OF SUCH DISCLOSURE
AND TO RESTRICT THE USE THEREOF.
4.2.
PUBLICITY.
NEITHER PARTY MAY PUBLICLY
DISCLOSE THE TERMS OF THIS AGREEMENT OR THE STATUS OR CONTENT OF THE RESEARCH
PROGRAM WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER,
THAT EITHER PARTY MAY MAKE SUCH A DISCLOSURE (A) TO THE EXTENT REQUIRED BY LAW
6
OR BY THE REQUIREMENTS OF ANY NATIONALLY RECOGNIZED SECURITIES EXCHANGE,
QUOTATION SYSTEM OR OVER-THE-COUNTER MARKET ON WHICH SUCH PARTY HAS ITS
SECURITIES LISTED OR TRADED OR (B) TO ANY ACTUAL OR PROSPECTIVE ACQUIRORS, REAL
ESTATE OR EQUIPMENT LESSORS, INVESTORS, LENDERS AND OTHER POTENTIAL FINANCING
SOURCES WHO ARE OBLIGATED TO KEEP SUCH INFORMATION CONFIDENTIAL.
IN THE EVENT
THAT SUCH DISCLOSURE IS REQUIRED BY THE FOREGOING CLAUSE (A), THE DISCLOSING
PARTY SHALL MAKE REASONABLE EFFORTS TO PROVIDE THE OTHER PARTY WITH NOTICE
BEFOREHAND AND TO COORDINATE WITH THE OTHER PARTY TO THE MAXIMUM EXTENT POSSIBLE
WITH RESPECT TO THE WORDING AND TIMING OF ANY SUCH DISCLOSURE.
THE PARTIES
SHALL MUTUALLY AGREE ON A PRESS RELEASE ANNOUNCING THE EXECUTION OF THIS
AGREEMENT TO BE ISSUED IMMEDIATELY FOLLOWING THE EXECUTION HEREOF.
IF EITHER
PARTY WISHES TO ISSUE ANY FURTHER PRESS RELEASE REGARDING THE RESEARCH PROGRAM,
IT SHALL FURNISH A COPY TO THE OTHER PARTY, WHICH SHALL REVIEW SUCH PRESS
RELEASE AND PROVIDE ANY COMMENTS WITHIN TWO (2) BUSINESS DAYS.
ONCE ANY WRITTEN
STATEMENT IS APPROVED FOR PUBLIC DISCLOSURE BY BOTH PARTIES, EITHER PARTY MAY
MAKE SUBSEQUENT PUBLIC DISCLOSURE OF THE CONTENTS OF SUCH STATEMENT WITHOUT THE
FURTHER APPROVAL OF THE