EXERCISE OF THE RECEIVING PARTY'S RIGHTS AND PERFORMANCE OF
OBLIGATIONS UNDER THIS AGREEMENT. THE RECEIVING PARTY AGREES THAT THE
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY WILL BE (I) BE USED ONLY FOR
THE PURPOSES OF THIS AGREEMENT, AND (III) NOT BE DISCLOSED BY THE RECEIVING
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT TO THE EXTENT
THAT THE RECIPIENT PARTY CAN ESTABLISH COMPETENT WRITTEN PROOF THAT SUCH
INFORMATION:
A.
WAS IN THE PUBLIC DOMAIN AT THE TIME OF DISCLOSURE;
B.
LATER BECAME PART OF THE PUBLIC DOMAIN THROUGH NO ACT OR OMISSION OF THE
RECEIVING PARTY, ITS EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS;
C.
WAS LAWFULLY DISCLOSED TO THE RECEIVING PARTY BY A THIRD PARTY HAVING THE
RIGHT TO DISCLOSE IT;
D.
WAS ALREADY KNOWN BY THE RECEIVING PARTY AT THE TIME OF DISCLOSURE;
E.
WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY; OR
23
F.
IS REQUIRED BY LAW OR REGULATION TO BE DISCLOSED.
10.2
EACH PARTY'S OBLIGATION OF CONFIDENCE UNDER THIS AGREEMENT SHALL BE
FULFILLED BY USING AT LEAST THE SAME DEGREE OF CARE WITH THE OTHER PARTY'S
CONFIDENTIAL INFORMATION AS IT USES TO PROTECT ITS OWN CONFIDENTIAL INFORMATION,
BUT IN NO EVENT LESS THAN REASONABLE CARE. THIS OBLIGATION SHALL EXIST WHILE
THIS AGREEMENT IS IN FORCE AND FOR A PERIOD OF TEN (10) YEARS AFTER THE
AGREEMENT EXPIRES OR TERMINATES.
10.3
BEFORE EITHER PARTY MAKES ANY PUBLICATION OR OTHER PUBLIC DISCLOSURE OF
ANY TECHNOLOGY DEVELOPED IN CONNECTION WITH THE RESEARCH PROGRAM, THE PARTY
PROPOSING SUCH DISCLOSURE WILL SEND THE OTHER PARTY A COPY OF THE INFORMATION TO
BE DISCLOSED, AND WILL ALLOW THE OTHER PARTY SIXTY (60) DAYS FROM RECEIVING IT
TO DETERMINE WHETHER THE INFORMATION TO BE DISCLOSED CONTAINS SUBJECT MATTER FOR
WHICH PATENT PROTECTION SHOULD BE SOUGHT BEFORE DISCLOSURE, OR OTHERWISE
CONTAINS CONFIDENTIAL INFORMATION OF THE REVIEWING PARTY.
THE PARTY PROPOSING
DISCLOSURE WILL BE FREE TO PROCEED WITH THE DISCLOSURE UNLESS BEFORE THE
EXPIRATION OF SUCH 60 DAY PERIOD, THE REVIEWING PARTY NOTIFIES THE PARTY
PROPOSING DISCLOSURE THAT THE DISCLOSURE CONTAINS SUBJECT MATTER FOR WHICH
PATENT PROTECTION SHOULD BE SOUGHT OR CONFIDENTIAL INFORMATION OF THE REVIEWING
PARTY, AND THE PARTY PROPOSING PUBLICATION WILL THEN DELAY PUBLIC DISCLOSURE OF
THE INFORMATION OF AN ADDITIONAL PERIOD TO BE MUTUALLY AGREED UPON TO PERMIT THE
PREPARATION AND FILING OF A PATENT APPLICATION ON THE SUBJECT MATTER TO BE
DISCLOSED OR FOR THE PARTIES TO DETERMINE A MUTUALLY ACCEPTABLE MODIFICATION TO
THE PUBLICATION TO PROTECT ADEQUATELY THE CONFIDENTIAL INFORMATION OF THE
REVIEWING PARTY.
THE PARTY PROPOSING DISCLOSURE WILL AFTERWARDS BE FREE TO
PUBLISH OR DISCLOSE THE INFORMATION.
THE DETERMINATION OF AUTHORSHIP FOR ANY
PAPER WILL BE IN ACCORDANCE WITH ACCEPTED SCIENTIFIC PRACTICE.
11 - OWNERSHIP OF INTELLECTUAL PROPERTY AND
PATENT RIGHTS
11.1
COLLABORATIVE INVENTIONS.
COLLABORATIVE INVENTIONS SHALL BE EITHER
JOINTLY OWNED OR SOLELY OWNED BY THE PARTY FOR WHOM OWNERSHIP CAN BE ESTABLISHED
UNDER THE PROVISIONS OF U.S. PATENT LAW AND LICENSED AS PROVIDED HEREIN.
11.2
DISCLOSURE OF COLLABORATIVE INVENTIONS.
EACH PARTY SHALL PROMPTLY
DISCLOSE IN WRITING