CONDITION THAT SUCH ENTITIES OR PERSONS, AND THEIR
EMPLOYEES AND AGENTS, AGREE IN WRITING TO KEEP THE CONFIDENTIAL INFORMATION
CONFIDENTIAL FOR THE SAME TIME PERIODS AND TO THE SAME EXTENT AS SUCH PARTY IS
REQUIRED TO KEEP SUCH CONFIDENTIAL INFORMATION CONFIDENTIAL;
(B)
TO REGULATORY AUTHORITIES TO THE EXTENT THAT
SUCH DISCLOSURE IS [***] [CONFIDENTIAL TREATMENT REQUIRED] USEFUL TO OBTAIN
AUTHORISATIONS TO CONDUCT CLINICAL STUDIES OR POST-APPROVAL STUDIES OR TO FILE,
OBTAIN AND MAINTAIN REGULATORY APPROVALS AND TO MANUFACTURE AND COMMERCIALISE
ANTIBODY PRODUCT IN THE FIELD;
(C)
TO THE EXTENT THAT SUCH DISCLOSURE IS [***]
[CONFIDENTIAL TREATMENT REQUIRED] USEFUL IN CONNECTION WITH PREPARING, FILING,
PROSECUTING, MAINTAINING, ENFORCING AND/OR DEFENDING UCB CORE PATENT RIGHTS OR
IMCLONE CORE PATENT RIGHTS OR JOINT PATENT RIGHTS IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 10; OR
(D)
IN PROSECUTING OR DEFENDING LITIGATION OR IN
ESTABLISHING RIGHTS OR ENFORCING OBLIGATIONS UNDER THIS AGREEMENT OR IN
COMPLYING WITH APPLICABLE LAW, COURT OR ADMINISTRATIVE ORDERS, THE RULES OF ANY
RELEVANT STOCK EXCHANGE OR SIMILAR GOVERNING BODY OR THE U.S. SECURITIES AND
EXCHANGE COMMISSION; PROVIDED, HOWEVER, IT SHALL:
(I)
GIVE REASONABLE ADVANCE NOTICE TO THE
OTHER PARTY OF SUCH DISCLOSURE REQUIREMENT, TO THE EXTENT PRACTICABLE;
(II)
PROVIDE A COPY OF THE PROPOSED DISCLOSURE
TO THE OTHER PARTY;
(III)
ONLY DISCLOSE CONFIDENTIAL INFORMATION OF
THE OTHER PARTY TO THE EXTENT NECESSARY; AND
(IV)
AT THE REQUEST OF THE OTHER PARTY, USE [***]
[CONFIDENTIAL TREATMENT REQUIRED] TO SECURE CONFIDENTIAL TREATMENT OF SUCH
CONFIDENTIAL INFORMATION REQUIRED TO BE DISCLOSED, INCLUDING SEEKING A
PROTECTIVE ORDER, TO THE EXTENT PRACTICABLE.
90
11.3
PUBLIC ANNOUNCEMENTS
Following the Effective Date, the Parties may issue one or more press releases
regarding this Agreement, the timing and content of which shall be mutually
agreed to by the Parties.
Except to the extent required by Applicable Law or
the rules of a relevant stock exchange or similar governing body or as otherwise
permitted in accordance with this Article 11, neither Party shall make any
further public announcements concerning this Agreement or the subject matter of
this Agreement without the prior written consent of the other, [***]
[Confidential Treatment Required].
The Parties agree to consult with each other
reasonably and in good faith with respect to the text and timing of any press
releases prior to its issuance.
11.4
THIRD PARTY OBLIGATIONS
Neither Party is obliged to disclose to the other Party any Information that it
receives from a Third Party if to do so would put the disclosing Party in breach
of an obligation owed to such Third Party.
11.5
TERMINATION OF PRIOR CONFIDENTIALITY AGREEMENTS
This Agreement supersedes the Confidentiality Agreement between the Parties
dated March 17, 2004.
All Confidential Information (as defined in such
Confidentiality Agreement as amended and extended) disclosed by a Party to the
other Party under such Confidentiality Agreement shall be deemed to be the
Confidential Information of that disclosing Party under this Agreement and shall
be subject to the terms of this Article 11.
11.6
PUBLICATIONS
(A)
THE COLLABORATION COMMITTEE (OR ITS
APPROPRIATE DESIGNEES)