ANY OTHER
INFORMATION ON WRITTEN DOCUMENTS DISCLOSED TO HPG BY PARTICIPANT AND LABELED AS
"CONFIDENTIAL" ("PARTICIPANT CONFIDENTIAL INFORMATION") AND TO NOT DISCLOSE SUCH
PARTICIPANT CONFIDENTIAL INFORMATION TO ANY THIRD PARTIES, EXCEPT THAT HPG MAY
USE AND DISCLOSE PARTICIPANT CONFIDENTIAL INFORMATION (I) IN CONJUNCTION WITH
THE PERFORMANCE OF ITS GROUP PURCHASING ORGANIZATION FUNCTIONS, IN ITS SOLE
DISCRETION, (II) IF THE INFORMATION IS NOT ASSOCIATED SPECIFICALLY WITH
PARTICIPANT AND IS COMBINED WITH INFORMATION FROM OTHER PARTICIPANTS OF HPG, OR
(III) AS IS REQUIRED BY LAW OR REGULATION.
EACH OF HPG AND PARTICIPANT FURTHER
ACKNOWLEDGES THAT THE REMEDY AT LAW FOR ANY BREACH OR THREATENED BREACH OF THIS
PARAGRAPH 9(A) WILL BE INADEQUATE AND, ACCORDINGLY, THAT IT AND ITS AFFILIATES
SHALL, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES (INCLUDING, WITHOUT
LIMITATION, SEEKING SUCH DAMAGES AS IT OR ANY OF ITS AFFILIATES CAN SHOW IT HAS
SUSTAINED BY REASON OF SUCH BREACH), BE ENTITLED TO SEEK INJUNCTIVE RELIEF.
(B)
NOTWITHSTANDING PARAGRAPH 9(A) ABOVE, IN THE
EVENT THAT ANY FACILITY IS A GOVERNMENTAL UNIT AND IS REQUIRED BY LAW TO
DISCLOSE CERTAIN CONFIDENTIAL INFORMATION TO THE PUBLIC, PARTICIPANT SHALL NOT
BE LIABLE PURSUANT TO PARAGRAPH 9(A) ABOVE, PROVIDED, THAT SUCH FACILITY (I)
FURNISHES ONLY THAT PORTION OF THE INFORMATION WHICH SUCH FACILITY IS REQUIRED
BY LAW TO DISCLOSE; (II) INFORMS HPG OF THE REQUIRED DISCLOSURE AND THE LEGAL
BASIS ON WHICH SUCH DISCLOSURE IS REQUIRED TO BE MADE PRIOR TO MAKING SUCH
DISCLOSURE, AND (III) AFFORDS HPG THE OPPORTUNITY TO INTERVENE FOR THE PURPOSE
OF SEEKING AN APPROPRIATE PROTECTIVE ORDER OR OTHERWISE PROTECTING HPG'S
INTEREST IN THE INFORMATION TO BE DISCLOSED.
(C)
TO THE EXTENT THAT A PARTY HERETO, ANY
AFFILIATE OF A PARTY HERETO, ANY FACILITY OR, TO THE KNOWLEDGE OF SUCH PARTY,
ANY CURRENT OR FORMER EMPLOYEE OF ANY SUCH PARTY OR ENTITY IS REQUESTED (BY ORAL
QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS, GOVERNMENT
AGENCY AUDIT, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS) TO
DISCLOSE ANY INFORMATION REQUIRED TO BE KEPT CONFIDENTIAL PURSUANT TO PARAGRAPH
9(A) ABOVE, SUCH PARTY AGREES TO TAKE ALL NECESSARY ACTION TO MAINTAIN, OR CAUSE
TO BE MAINTAINED (AND TO CAUSE ANY SUCH AFFILIATE OR FACILITY, OR IN RESPECT OF
A CURRENT OR FORMER EMPLOYEE, TO USE ITS REASONABLE EFFORTS TO CAUSE SUCH
EMPLOYEE TO MAINTAIN) THE CONFIDENTIALITY OF SUCH INFORMATION AND TO PROVIDE
PROMPT NOTICE TO THE OTHER PARTY, SO THAT SUCH OTHER PARTY MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER OR WAIVE COMPLIANCE WITH PARAGRAPH 9(A) ABOVE.
IF,
IN THE ABSENCE OF A PROTECTIVE ORDER OR THE RECEIPT OF A WAIVER HEREUNDER, THE
PERSON WHO HAS RECEIVED SUCH A REQUEST IS, NONETHELESS, IN THE REASONABLE
WRITTEN OPINION OF COUNSEL, LEGALLY REQUIRED TO DISCLOSE SUCH INFORMATION, SUCH
PERSON MAY DISCLOSE SUCH INFORMATION, AND NO PARTY SHALL BE LIABLE PURSUANT TO
PARAGRAPH 9(A) ABOVE, PROVIDED, THAT SUCH PERSON (I) FURNISHES ONLY THAT PORTION
OF THE INFORMATION WHICH IT IS ADVISED BY COUNSEL TO DISCLOSE AND (II) EXERCISES
ITS REASONABLE EFFORTS TO OBTAIN ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE
ACCORDED