OTHER CONFIDENTIAL INFORMATION IN INACTIVE ARCHIVES SOLELY FOR THE
PURPOSE OF ESTABLISHING THE CONTENTS THEREOF.
6.2
PERMITTED DISCLOSURES; PUBLICATIONS.
(A)
DISCLOSURES TO CERTAIN EMPLOYEES, AGENTS
AND THIRD PARTIES.
EACH RECEIVING PARTY SHALL BE ENTITLED TO DISCLOSE
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO EMPLOYEES OF THE RECEIVING
PARTY, PROVIDED THAT SUCH EMPLOYEES ARE BOUND BY OBLIGATIONS OF CONFIDENTIALITY
TO THE RECEIVING PARTY, AND ALSO TO AFFILIATES, SUBLICENSEES, POTENTIAL
SUBLICENSEES, CONSULTANTS, AGENTS, THIRD PARTIES (OTHER THAN REGULATORY
AUTHORITIES) FOR ANY PURPOSE PROVIDED FOR IN THIS AGREEMENT, PROVIDED THAT ANY
SUCH AFFILIATE, SUBLICENSEE, POTENTIAL SUBLICENSEE,
CONFIDENTIAL
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 investment under Rule 24b-2 under the Securities Exchange Act of
1934.
37
CONSULTANT, AGENT OR OTHER THIRD PARTY (OTHER THAN REGULATORY AUTHORITIES) HAS
FIRST AGREED TO CONFIDENTIALITY RESTRICTIONS AND OBLIGATIONS AT LEAST AS
PROTECTIVE AS THIS SECTION 6, IN EACH CASE FOR ANY PURPOSE CONTEMPLATED BY THIS
AGREEMENT (INCLUDING WITHOUT LIMITATION DEVELOPMENT AND COMMERCIALIZATION OF
LICENSED PRODUCTS AND AS REASONABLY NECESSARY FOR A PARTY TO EXERCISE ANY OF ITS
RIGHTS OR PERFORM ANY OBLIGATIONS UNDER THIS AGREEMENT).
(B)
DISCLOSURES TO REGULATORY AUTHORITIES.
BIOGEN IDEC SHALL BE ENTITLED TO DISCLOSE CONFIDENTIAL INFORMATION OF IMMUNOGEN
TO REGULATORY AUTHORITIES IN CONNECTION WITH LICENSED PRODUCTS FREE OF ANY
OBLIGATION TO OBTAIN AGREEMENT OR AN UNDERSTANDING FROM ANY REGULATORY AUTHORITY
THAT IT WILL MAINTAIN THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION.
(C)
OTHER PERMITTED DISCLOSURES.
NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL INFORMATION OF A DISCLOSING PARTY
MAY BE DISCLOSED BY THE RECEIVING PARTY TO THE EXTENT SUCH DISCLOSURE IS
REASONABLY NECESSARY FOR (I) FILING OR PROSECUTING PATENT APPLICATIONS OR
MAINTAINING PATENTS, (II) PROSECUTING OR DEFENDING LITIGATION, ENFORCING RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT, OR (III) COMPLYING WITH APPLICABLE
LAWS, REGULATIONS OR COURT ORDER; PROVIDED, THAT, IF A RECEIVING PARTY IS
REQUIRED BY APPLICABLE LAW, REGULATION OR COURT ORDER TO MAKE SUCH DISCLOSURE OF
THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, IT WILL GIVE REASONABLE ADVANCE
NOTICE OF THE NEED FOR SUCH DISCLOSURE AND WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO SECURE CONFIDENTIAL TREATMENT (IF AVAILABLE) OF SUCH DISCLOSING
PARTY'S CONFIDENTIAL INFORMATION REQUIRED TO BE DISCLOSED.
(D)
REVIEW OF PUBLICATIONS.
EACH RECEIVING
PARTY SHALL CONSULT WITH THE DISCLOSING PARTY PRIOR TO THE SUBMISSION OF ANY
MANUSCRIPT FOR PUBLICATION IF THE PUBLICATION WILL CONTAIN ANY CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY, UNLESS APPLICABLE LAWS AND REGULATIONS
PROHIBIT SUCH CONSULTATION.
SUCH CONSULTATION SHALL INCLUDE PROVIDING A COPY OF
THE PROPOSED MANUSCRIPT TO THE DISCLOSING PARTY AT LEAST [***] ([***]) DAYS
PRIOR TO THE PROPOSED DATE OF SUBMISSION TO A PUBLISHER, INCORPORATING
APPROPRIATE CHANGES PROPOSED BY THE DISCLOSING PARTY REGARDING ITS CONFIDENTIAL
INFORMATION INTO THE MANUSCRIPT SUBMISSION AND DELETING ALL CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY AS IT MAY REQUEST; PROVIDED, HOWEVER, THAT
THE DISCLOSING PARTY'S REVIEW HEREUNDER SHALL BE DEEMED COMPLETED AT THE END OF
SUCH [***] ([***])-DAY PERIOD. NOTWITHSTANDING THE FOREGOING, IMMUNOGEN SHALL
NOT PRESENT OR PUBLISH RESULTS OF
CONFIDENTIAL
Portions of this