HAVE THE RIGHT TO PUBLISH ON THE TARGETS TO WHICH
COLLABORATION COMPOUNDS AND COLLABORATION BACK-UP COMPOUNDS ARE DIRECTED, AND
ARRAY SHALL HAVE THE RIGHT TO PUBLISH ON THE OTHER TARGETS), BUT NOT THE OTHER
TARGETS, PROVIDED, HOWEVER, THAT EACH PARTY SHALL SUBMIT ANY PROPOSED
PUBLICATION CONTAINING THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION TO THE
OTHER PARTY AT LEAST THIRTY (30) DAYS IN ADVANCE TO ALLOW THAT PARTY TO REVIEW
SUCH PLANNED PUBLIC DISCLOSURE.
THE REVIEWING PARTY WILL PROMPTLY REVIEW SUCH
PROPOSED PUBLICATION AND MAKE ANY OBJECTIONS THAT IT MAY HAVE TO THE PUBLICATION
OF CONFIDENTIAL INFORMATION OF THE REVIEWING PARTY CONTAINED THEREIN.
THE
PUBLISHING PARTY SHALL CONSIDER IN GOOD FAITH ANY COMMENTS PROVIDED BY THE OTHER
PARTY DURING SUCH THIRTY (30) DAY PERIOD.
SHOULD THE REVIEWING PARTY MAKE AN
OBJECTION TO THE PUBLICATION OF ANY SUCH CONFIDENTIAL INFORMATION, THEN THE
PARTIES SHALL DISCUSS THE ADVANTAGES AND DISADVANTAGES OF PUBLISHING OR
DISCLOSING SUCH INFORMATION.
NOTWITHSTANDING THE FOREGOING, EACH PARTY SHALL
HAVE THE RIGHT TO PUBLICLY DISCLOSE ANY INFORMATION, INCLUDING CONFIDENTIAL
INFORMATION, PERTAINING TO SAFETY OR EFFICACY OF A COMPOUND AND/OR ANY LICENSED
PRODUCT THAT SUCH PARTY, IN THE REASONABLE OPINION OF ITS
63
[ * ] = 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.
LEGAL COUNSEL, IT IS OBLIGATED OR ETHICALLY BOUND TO DISCLOSE.
THE CONTRIBUTION
OF EACH PARTY SHALL BE NOTED IN ALL PUBLICATIONS OR PRESENTATIONS BY
ACKNOWLEDGMENT OR CO-AUTHORSHIP, WHICHEVER IS APPROPRIATE.
THIS SECTION SHALL
NOT BE DEEMED TO LIMIT THE PARTIES' OBLIGATIONS UNDER SECTION 10.1 ABOVE.
10.4
PUBLICITY.
10.4.1
CONFIDENTIAL TERMS.
EACH OF THE PARTIES AGREES NOT TO DISCLOSE TO
ANY THIRD PARTY THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT EACH PARTY MAY DISCLOSE THE TERMS OF
THIS AGREEMENT:
(A) TO ADVISORS (INCLUDING FINANCIAL ADVISORS, LAWYERS AND
ACCOUNTANTS), EXISTING AND POTENTIAL INVESTORS, OTHERS ON A NEED-TO-KNOW BASIS
AND TO THIRD PARTIES TO THE EXTENT NECESSARY TO COMPLY WITH THE TERMS OF
AGREEMENTS WITH SUCH THIRD PARTIES, IN EACH CASE UNDER CIRCUMSTANCES AND/OR
OBLIGATIONS OF CONFIDENTIALITY THAT REASONABLY PROTECT THE CONFIDENTIALITY
THEREOF; AND (B) TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAWS AND
COURT ORDERS (INCLUDING SECURITIES LAWS, REGULATIONS AND GUIDANCES); PROVIDED
THAT IN THE CASE OF THE FOREGOING PARAGRAPH (B), THE DISCLOSING PARTY SHALL
PROMPTLY NOTIFY THE OTHER PARTY AND (OTHER THAN IN THE CASE WHERE SUCH
DISCLOSURE IS NECESSARY, IN THE REASONABLE OPINION OF THE DISCLOSING PARTY'S
LEGAL COUNSEL, TO COMPLY WITH SECURITIES LAWS, REGULATIONS OR GUIDANCES) ALLOW
THE OTHER PARTY A REASONABLE OPPORTUNITY TO OPPOSE WITH THE BODY INITIATING THE
PROCESS AND, TO THE EXTENT ALLOWABLE BY LAW, TO SEEK LIMITATIONS ON THE PORTION
OF THIS AGREEMENT THAT IS REQUIRED TO BE DISCLOSED.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES SHALL AGREE UPON A JOINT PRESS RELEASE TO ANNOUNCE THE
EXECUTION OF THIS AGREEMENT, TOGETHER WITH A CORRESPONDING QUESTION