THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY.
EACH PARTY WILL DISCLOSE
CONFIDENTIAL INFORMATION ONLY TO ITS EMPLOYEES OR AGENTS WHO HAVE A NEED TO KNOW
SAME FOR SUCH PURPOSE.
WITH RESPECT TO ANY CONFIDENTIAL INFORMATION THAT HAS
BEEN OR IS REVEALED BY A PARTY TO THE OTHER PARTY, THE CONFIDENTIALITY AND
NON-USE REQUIREMENTS OF THIS SECTION
8 WILL REMAIN IN FORCE FOR A PERIOD OF 5
YEARS AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
Notwithstanding the foregoing, each Party may disclose the existence or details
of this Agreement
(i)
to Third Parties in the context of a proposed financing, as long
as the Third Party subscribes to confidentiality obligations similar to those
provided hereunder;
(ii)
to Third Parties in the context of any due diligence conducted by
a Third Party on the affairs of one of the Parties, as long as the Third Party
subscribes to confidentiality obligations similar to those provided hereunder.
8.2.
RESPONSIBILITY OVER EMPLOYEES AND AGENTS.
EACH PARTY WILL ASSUME
INDIVIDUAL RESPONSIBILITY FOR THE ACTIONS AND OMISSIONS OF ITS RESPECTIVE
EMPLOYEES, AGENTS AND ASSIGNS, AND TO INFORM SAME OF THE RESPONSIBILITIES FOR
CONFIDENTIALITY AND NON USE UNDER THIS AGREEMENT, AND TO OBTAIN THEIR AGREEMENT
TO BE BOUND IN THE SAME MANNER THAT THE PARTY IS BOUND.
8.3.
AFFILIATES. NOTHING HEREIN WILL BE CONSTRUED AS PREVENTING EITHER
PARTY FROM DISCLOSING ANY INFORMATION TO AN AFFILIATE OF IDI OR CEPHEID FOR THE
PURPOSE OF CARRYING OUT ITS OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED SUCH
AFFILIATE HAS UNDERTAKEN A SIMILAR OBLIGATION OF CONFIDENTIALITY AND NON-USE
WITH RESPECT TO THE CONFIDENTIAL INFORMATION.
8.4.
BANKRUPTCY. ALL CONFIDENTIAL INFORMATION DISCLOSED BY ONE PARTY TO
THE OTHER WILL REMAIN THE INTELLECTUAL PROPERTY OF THE DISCLOSING PARTY.
A
BANKRUPT OR INSOLVENT PARTY WILL, TO THE EXTENT PERMITTED BY LAW, TAKE ALL STEPS
NECESSARY OR DESIRABLE TO MAINTAIN THE CONFIDENTIALITY OF THE OTHER PARTY'S
CONFIDENTIAL INFORMATION AND TO ENSURE THAT ANY COURT OR OTHER TRIBUNAL MAINTAIN
SUCH INFORMATION IN CONFIDENCE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IN THE EVENT THAT A COURT OR OTHER LEGAL OR ADMINISTRATIVE TRIBUNAL, DIRECTLY OR
THROUGH AN APPOINTED MASTER, TRUSTEE OR RECEIVER, ASSUMES PARTIAL OR COMPLETE
CONTROL OVER THE ASSETS OF A PARTY BASED ON THE INSOLVENCY OR BANKRUPTCY OF SUCH
PARTY, THE BANKRUPT OR INSOLVENT PARTY WILL PROMPTLY NOTIFY THE COURT OR OTHER
TRIBUNAL:
8.4.1.
THAT CONFIDENTIAL INFORMATION RECEIVED FROM THE OTHER PARTY UNDER
THIS AGREEMENT REMAINS THE PROPERTY OF THE OTHER PARTY; AND,
8.4.2.
OF THE CONFIDENTIALITY AND NON USE OBLIGATIONS UNDER THIS
AGREEMENT.
8.5.
COMPLIANCE WITH STATUTORY REQUIREMENTS. NOTHING IN THIS AGREEMENT
WILL BE CONSTRUED AS PREVENTING OR IN ANY WAY INHIBITING EITHER PARTY FROM
COMPLYING WITH STATUTORY OR REGULATORY REQUIREMENTS, INCLUDING THOSE HAVING TO
DO WITH FINANCIAL REPORTING AND THOSE GOVERNING THE DEVELOPMENT, MANUFACTURE,
USE, SALE, OR OTHER DISTRIBUTION, OF PRODUCTS IN ANY MANNER THAT IT REASONABLY
DEEMS APPROPRIATE, INCLUDING, FOR EXAMPLE, BY DISCLOSING TO REGULATORY
AUTHORITIES CONFIDENTIAL INFORMATION OR OTHER INFORMATION RECEIVED FROM A PARTY
OR THIRD PARTIES.
HOWEVER, THE PARTIES WILL TAKE