TO KNOW) THE
EXISTENCE OR TERMS AND CONDITIONS OF THIS AGREEMENT AND CONFIDENTIAL INFORMATION
ACCESSED UNDER SECTION 3.4.
NOTWITHSTANDING THE FOREGOING, EACH PARTY MAY
DISCLOSE THE EXISTENCE AND UNREDACTED TERMS AND CONDITIONS OF THIS AGREEMENT AND
SUCH CONFIDENTIAL INFORMATION TO THE EXTENT (AND ONLY TO THE EXTENT) SUCH
DISCLOSURE IS REASONABLY NECESSARY IN THE FOLLOWING INSTANCES:
(I) BY SUCH
PARTY IN ORDER TO COMPLY WITH APPLICABLE NON-PATENT LAW (INCLUDING ANY
SECURITIES LAW OR REGULATION OR THE RULES OF A SECURITIES EXCHANGE) OR WITH
JUDICIAL PROCESS, IF IN THE REASONABLE OPINION OF SUCH PARTY'S COUNSEL, SUCH
DISCLOSURE IS NECESSARY FOR SUCH COMPLIANCE, PROVIDED THAT SUCH PARTY SHALL
NOTIFY THE OTHER PARTY OF SUCH PARTY'S INTENT TO MAKE ANY SUCH DISCLOSURE
SUFFICIENTLY PRIOR TO MAKING SUCH DISCLOSURE SO AS TO ALLOW SUCH OTHER
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PARTY ADEQUATE TIME TO REVIEW AND COMMENT ON SUCH DISCLOSURE AND FURTHER TO TAKE
WHATEVER ACTION IT MAY DEEM APPROPRIATE TO PROTECT THE CONFIDENTIALITY OF THE
INFORMATION TO BE DISCLOSED; (II) BY SUCH PARTY TO A BONA FIDE POTENTIAL AND
ACTUAL PERMITTED ASSIGNEE IN CONNECTION WITH A PROPOSED PERMITTED ASSIGNMENT OF
THIS AGREEMENT UNDER SECTION 11.1 OR TO INVESTMENT BANKERS, INVESTORS AND
LENDERS, AND IN EACH SUCH CASE THEIR DIRECTORS, EMPLOYEES, LEGAL COUNSEL,
CONSULTANTS, ACCOUNTANTS, AUDITORS AND ADVISORS, PROVIDED SUCH ASSIGNEE MUST BE
BOUND PRIOR TO DISCLOSURE BY CONFIDENTIALITY AND NON-DISCLOSURE RESTRICTIONS AT
LEAST AS RESTRICTIVE AS THOSE SET FORTH HEREIN, AND SUCH INVESTMENT BANKERS,
INVESTORS AND LENDERS MUST BE BOUND PRIOR TO DISCLOSURE BY COMMERCIALLY
REASONABLE OBLIGATIONS OF CONFIDENTIALITY; OR (III) BY SUCH PARTY IN ORDER TO
ENFORCE AND EXPLOIT ITS RIGHTS OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
8.2
THE PARTIES AGREE THAT THE PUBLIC ANNOUNCEMENT OF THE EXECUTION OF
THIS AGREEMENT WILL BE IN THE FORM OF A PRESS RELEASE TO BE AGREED UPON AND
ATTACHED HERETO AS ATTACHMENT B, AND THEREAFTER EACH PARTY WILL BE ENTITLED TO
MAKE OR PUBLISH ANY PUBLIC STATEMENT CONSISTENT WITH THE CONTENTS THEREOF.
THEREAFTER, THE PARTIES SHALL JOINTLY DISCUSS AND AGREE, BASED ON THE PRINCIPLES
OF THIS SECTION 8.2, ON ANY STATEMENT TO THE PUBLIC REGARDING THIS AGREEMENT OR
ANY ASPECT OF THIS AGREEMENT SUBJECT IN EACH CASE TO DISCLOSURE REQUIRED BY LAW
AS DETERMINED IN GOOD FAITH BY EACH PARTY.
8.3
IF A PARTY DETERMINES THAT IT IS REQUIRED BY APPLICABLE LAW TO
PUBLICLY FILE, REGISTER OR NOTIFY THIS AGREEMENT WITH A GOVERNMENTAL AUTHORITY,
INCLUDING PUBLIC FILINGS PURSUANT TO SECURITIES LAWS, IT WILL PROVIDE THE
PROPOSED REDACTED FORM OF THE AGREEMENT TO THE OTHER PARTY WITH A REASONABLE
AMOUNT OF TIME FOR THE OTHER PARTY TO REVIEW SUCH DRAFT AND AGREE UPON SUCH
REDACTED FORM OF THE AGREEMENT. THE PARTY MAKING SUCH FILING, REGISTRATION OR
NOTIFICATION WILL REQUEST, AND USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN,
CONFIDENTIAL TREATMENT OF ALL TERMS REDACTED FROM THIS AGREEMENT FOR A TERM OF
AT LEAST FIVE YEARS. EACH PARTY WILL BE RESPONSIBLE FOR ITS OWN LEGAL AND OTHER
EXTERNAL COSTS IN CONNECTION WITH ANY SUCH FILING, REGISTRATION OR NOTIFICATION.
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