FORTH IN THIS ARTICLE SHALL SURVIVE
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR A PERIOD OF FIVE (5) YEARS.
15.3.
PERMITTED DISCLOSURES.
34
(A)
NOTWITHSTANDING THE ABOVE, NOTHING CONTAINED IN THIS AGREEMENT
SHALL PRECLUDE A PARTY FROM UTILIZING OR DISCLOSING TO OTHERS ITS CONFIDENTIAL
INFORMATION OR UTILIZING CONFIDENTIAL INFORMATION RECEIVED FROM ANOTHER PARTY AS
MAY BE REQUIRED:
(A) FOR REGULATORY PURPOSES, INCLUDING SUBMISSION OF
REGULATORY FILINGS REQUIRED TO OBTAIN GOVERNMENTAL APPROVALS SUBJECT TO
REQUESTING CONFIDENTIAL TREATMENT; (B) FOR AUDIT, TAX OR CUSTOMS PURPOSES
SUBJECT TO REQUESTING CONFIDENTIAL TREATMENT; (C) BY LAW, ADMINISTRATIVE OR
JUDICIAL ORDER OF ANY BODY HAVING JURISDICTION OVER THE PARTY SO REQUIRED TO
MAKE SUCH DISCLOSURE (AND WHETHER OR NOT SUCH REQUIREMENT HAS THE FORCE OF LAW),
WITH THE CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE WITHHELD
UNREASONABLY, IN EACH CASE SUBJECT TO SECTION 15.5.
(B)
NOTWITHSTANDING THE ABOVE, EITHER PARTY MAY DISCLOSE THE OTHER
PARTY'S CONFIDENTIAL INFORMATION TO THE RECEIVING PARTY'S AFFILIATES AND ITS AND
THEIR OFFICERS AND EMPLOYEES, AND ACTUAL AND POTENTIAL SALES AGENTS AND
SUB-DISTRIBUTORS, ACTUAL AND POTENTIAL INVESTORS, LEGAL AND FINANCIAL ADVISORS,
CONSULTANTS, AND THE LIKE; PROVIDED, HOWEVER, THAT THE PARTY DISCLOSING THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY SHALL IMPOSE UPON SUCH DISCLOSEES
OBLIGATIONS OF CONFIDENTIALITY AND NON-USE AT LEAST EQUIVALENT IN SCOPE (AND
DURATION) TO THOSE SET FORTH IN SECTIONS 15.1 AND 15.2.
15.4.
PUBLIC ANNOUNCEMENTS.
NO PARTY SHALL MAKE ANY PUBLIC ANNOUNCEMENTS
CONCERNING THIS AGREEMENT, EXCEPT:
(A) AS MAY BE REQUIRED LEGALLY BY LAW,
ADMINISTRATIVE OR JUDICIAL ORDER OF ANY BODY HAVING JURISDICTION OVER THE PARTY
SO REQUIRED TO MAKE SUCH ANNOUNCEMENT (AND WHETHER NOT SUCH REQUIREMENT HAS THE
FORCE OF LAW); OR (B) NO PARTY MAY INCLUDE IN A SUBSEQUENT PUBLIC STATEMENT OR
DOCUMENT, INFORMATION REGARDING THE AGREEMENT WHICH HAS NOT ALREADY BEEN
APPROVED FOR PUBLIC DISCLOSURE OR PUBLICLY DISCLOSED BY THE OTHER PARTY.
15.5.
CONFIDENTIAL TREATMENT.
IF ANY PARTY IS REQUIRED TO MAKE ANY
DISCLOSURE PERMITTED TO BE MADE UNDER SECTION 15.4 OR ANY OTHER GOVERNMENT
FILING RELATING TO THIS AGREEMENT, SUCH PARTY SHALL, WHERE PRACTICABLE, SEEK
CONFIDENTIAL TREATMENT FOR THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE
FULLEST EXTENT PERMITTED BY ANY GOVERNMENTAL AGENCY OR SELF-REGULATORY
ORGANIZATION TO WHICH SUCH PARTY PROVIDES A COPY OF THIS AGREEMENT.
PRIOR TO
SEEKING CONFIDENTIAL TREATMENT FROM ANY GOVERNMENTAL AGENCY OR SELF-REGULATORY
ORGANIZATION FOR ANY SUCH DOCUMENT, SUCH PARTY SHALL PROVIDE THE OTHER PARTY AND
THE OTHER PARTY'S COUNSEL WITH A COPY OF THE DOCUMENT REDACTED AS THE FILING
PARTY WISHES TO FILE SUCH DOCUMENT, SHALL CONSULT WITH THE OTHER PARTY AND THE
OTHER PARTY'S COUNSEL AND SHALL PROVIDE THEM WITH A REASONABLE OPPORTUNITY TO
REQUEST THE INCLUSION OF SPECIFIED PROVISIONS IN ANY REQUEST BY SUCH PARTY FOR
CONFIDENTIAL TREATMENT AND THE PLACEMENT OF A RESTRICTIVE LEGEND ON EACH
DISCLOSURE MADE.
NOTHING IN THIS SECTION 15.5 SHALL REQUIRE ANY PARTY TO BREACH
ANY APPLICABLE LAW.
16.
FORCE MAJEURE
16.1.
NOTIFICATION OF FORCE MAJEURE EVENT.
IF ANY PARTY IS AFFECTED BY
FORCE MAJEURE IT SHALL FORTHWITH NOTIFY