THIS ARTICLE.
IF A PARTY FAILS TO DO SO WITHIN [ * ] DAYS OF ANOTHER PARTY'S
REASONABLE REQUEST, AND THE PARTY FAILING TO EXECUTE SUCH DOCUMENT DOES NOT
PROMPTLY OBJECT (WITHIN SUCH TIME PERIOD) TO THE EXECUTION OF OTHER
DOCUMENTATION, SUCH PARTY HEREBY AUTHORIZES THE OTHER PARTY AND ITS AGENTS
AND/OR REPRESENTATIVES TO EXECUTE ALL SUCH DOCUMENTS IN SUCH PARTY'S NAME AND ON
SUCH PARTY'S BEHALF, INCLUDING FILING AND/OR RECORDING SUCH DOCUMENTS IN
APPROPRIATE GOVERNMENTAL OR ADMINISTRATIVE OFFICES ANYWHERE THROUGHOUT THE
TERRITORY.
ARTICLE 4
CONFIDENTIALITY
4.1
CONFIDENTIAL INFORMATION.
ALL INFORMATION
AND MATERIALS CONTAINING INFORMATION PROVIDED BY ANY PARTY TO ANOTHER RELATING
TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CUSTOMER
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
8
REQUIREMENTS, LISTS, PREFERENCES AND METHODS OF OPERATION, THE TECHNOLOGY, ANY
KNOW-HOW, DATA, PROCESS, OR TECHNIQUE OF ANY PARTY RELATING TO SUCH PARTY'S
PRODUCTS, AND ANY RESEARCH PROJECT, WORK IN PROCESS, FUTURE DEVELOPMENT,
SCIENTIFIC, ENGINEERING, OR MANUFACTURING INFORMATION, KNOW-HOW, DESIGNS,
DRAWINGS, MANAGEMENT INFORMATION REPORTS AND OTHER COMPUTER-GENERATED REPORTS,
FINANCIAL INFORMATION, PRICING POLICIES AND DETAILS, DETAILS OF CONTRACTS,
OPERATIONAL METHODS, PLANS OR STRATEGIES, BUSINESS ACQUISITION PLANS, AND THE
BUSINESS AFFAIRS OF SUCH PARTY, WHETHER IN ORAL, GRAPHIC OR WRITTEN FORM, AS THE
CASE MAY BE, ARE AND SHALL BE TREATED AS CONFIDENTIAL, PROVIDED SUCH INFORMATION
AND MATERIALS ARE CLEARLY MARKED AS "CONFIDENTIAL" AND, IF VERBAL, ARE SPECIFIED
AS "CONFIDENTIAL" AT THE TIME OF DISCLOSURE AND REDUCED TO WRITING AND MARKED
"CONFIDENTIAL" WITHIN [ * ] DAYS AFTER DISCLOSURE ("CONFIDENTIAL INFORMATION").
AMONG OTHER THINGS, CONFIDENTIAL INFORMATION SHALL INCLUDE CONFIDENTIAL OR
PROPRIETARY INFORMATION OR MATERIALS OF THIRD PERSONS AND THE PARTIES'
RESPECTIVE AFFILIATES, THAT ARE IN THE POSSESSION OF ONE OF THE PARTIES AND
PROVIDED PURSUANT TO THIS AGREEMENT.
IT IS UNDERSTOOD AND AGREED THAT THE
SYSTEMS HAVE BEEN CO-DEVELOPED BY CERUS, WHICH MAY DISCLOSE OR USE INFORMATION
CONCERNING THE SYSTEMS AS IT DEEMS APPROPRIATE IN THE EXERCISE OF ITS RIGHTS
UNDER THIS AGREEMENT; PROVIDED THAT INFORMATION CONCERNING BAXTER'S PROPRIETARY
PLASTICS FORMULATIONS AND RADIO FREQUENCY HEAT SEALING PROCESSES SHALL REMAIN
THE CONFIDENTIAL INFORMATION OF BAXTER.
4.2
Obligations.
Except as expressly authorized
by prior written consent of the disclosing Party, the receiving Party shall:
(A)
LIMIT ACCESS TO ANY CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY RECEIVED BY IT TO ITS AFFILIATES',
SUBLICENSEES' AND DISTRIBUTORS' EMPLOYEES, AGENTS, REPRESENTATIVES, AND
CONSULTANTS WHO HAVE A NEED-TO-KNOW IN CONNECTION WITH THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, AND WHO ARE UNDER APPROPRIATE
NON-USE AND NON-DISCLOSURE RESTRICTIONS WHICH ARE AT LEAST AS RESTRICTIVE AS
THOSE SET FORTH HEREIN;
(B)
SAFEGUARD ALL CONFIDENTIAL INFORMATION OF
THE DISCLOSING PARTY RECEIVED USING A REASONABLE DEGREE OF CARE, BUT NOT LESS
THAN THAT DEGREE OF CARE USED BY THE RECEIVING PARTY IN SAFEGUARDING ITS OWN
SIMILAR INFORMATION OR MATERIAL; AND
(C)
USE THE CONFIDENTIAL INFORMATION OF THE