OTHER PARTY ONLY
TO THE RECEIVING PARTY'S EMPLOYEES, CONSULTANTS, ADVISORS AND PERMITTED
SUBCONTRACTORS WHO HAVE A NEED TO KNOW SUCH CONFIDENTIAL INFORMATION TO ASSIST
THE RECEIVING PARTY WITH THE DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION OF
A LICENSED PRODUCT AND THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT AND WHO ARE
SUBJECT TO OBLIGATIONS OF CONFIDENTIALITY AND NON-USE WITH RESPECT TO SUCH
CONFIDENTIAL INFORMATION SIMILAR TO THE OBLIGATIONS OF CONFIDENTIALITY AND
NON-USE OF THE RECEIVING PARTY PURSUANT TO SECTION 7.1; PROVIDED, THAT DYAX AND
LICENSEE SHALL EACH REMAIN RESPONSIBLE FOR ANY FAILURE BY ITS AFFILIATES, AND
ITS AFFILIATES' RESPECTIVE EMPLOYEES, CONSULTANTS, ADVISORS AND PERMITTED
SUBCONTRACTORS, SUBLICENSEES AND SUB-DISTRIBUTORS, TO TREAT SUCH CONFIDENTIAL
INFORMATION AS REQUIRED UNDER SECTION 7.1 (AS IF SUCH AFFILIATES, EMPLOYEES,
CONSULTANTS, ADVISORS AND PERMITTED SUBCONTRACTORS, SUBLICENSEES AND
SUB-DISTRIBUTORS WERE PARTIES DIRECTLY BOUND TO THE REQUIREMENTS OF
SECTION 7.1).
7.3
INJUNCTIVE RELIEF.
THE PARTIES ACKNOWLEDGE
THAT MONEY DAMAGES ALONE WOULD NOT ADEQUATELY COMPENSATE THE DISCLOSING PARTY IN
THE EVENT OF A BREACH BY THE RECEIVING PARTY OF THIS ARTICLE 7, AND THAT, IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE TO THE DISCLOSING PARTY AT LAW OR IN
EQUITY, IT SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF FOR THE ENFORCEMENT OF
ITS RIGHTS UNDER THIS ARTICLE 7.
7.4
LIABILITY.
A PARTY SHALL BE LIABLE FOR A
BREACH OF THE OBLIGATIONS OF THIS ARTICLE 7 BY AN AFFILIATE, SUBLICENSEE,
DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT OR AGENT OF SUCH PARTY.
7.5
RETURN OF CONFIDENTIAL INFORMATION.
UPON
TERMINATION OF THIS AGREEMENT, UPON THE REQUEST OF THE DISCLOSING PARTY, THE
RECEIVING PARTY SHALL PROMPTLY RETURN TO THE DISCLOSING PARTY OR DESTROY THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, INCLUDING ALL COPIES THEREOF,
EXCEPT TO THE EXTENT THAT RETENTION OF SUCH CONFIDENTIAL INFORMATION IS
REASONABLY NECESSARY FOR THE RECEIVING PARTY TO EXPLOIT ANY CONTINUING RIGHTS IT
MAY HAVE AND/OR TO FULFILL ITS OBLIGATIONS CONTEMPLATED HEREBY, INCLUDING ITS
OBLIGATIONS OF NON-DISCLOSURE AND NON-USE HEREUNDER.
ANY SUCH DESTRUCTION
REQUESTED BY THE DISCLOSING PARTY SHALL BE CERTIFIED IN WRITING TO THE
DISCLOSING PARTY BY AN AUTHORIZED OFFICER OF THE RECEIVING PARTY.
THE RETURN
AND/OR DESTRUCTION OF SUCH CONFIDENTIAL INFORMATION AS PROVIDED ABOVE SHALL NOT
RELIEVE THE RECEIVING PARTY OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT.
7.6
Publicity.
No public announcement or other
disclosures concerning the terms of this Agreement shall be made to a Third
Party, whether directly or indirectly, by either Party (except confidential
disclosures to those parties described in Section 7.1(b)) without first
obtaining the approval of the other Party and agreement upon the nature and text
of such announcement or disclosure except that: (a) a Party may disclose those
terms which it is
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
20
required by regulation or law to disclose, provided that it takes advantage of
all provisions to keep confidential as many terms as possible; and (b) a Party
desiring to make such public announcement or other public disclosure shall
obtain the consent of the other Party to the proposed announcement or