COMPOUNDS AND ABANDONED
PRODUCTS SUBJECT TO THE LICENSE GRANTED TO ARRAY UNDER SECTION 5.3 ABOVE AND
MARKETED AND SOLD BY ARRAY WITH
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[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
APPROPRIATE CELGENE PATENT OR COLLABORATION PATENT NUMBERS OR INDICIA AT
CELGENE'S REQUEST TO THE EXTENT PERMITTED BY LAW, IN THOSE COUNTRIES IN WHICH
SUCH NOTICES IMPACT RECOVERIES OF DAMAGES OR REMEDIES AVAILABLE WITH RESPECT TO
INFRINGEMENTS OF PATENTS.
ARTICLE X
CONFIDENTIALITY
10.1
CONFIDENTIALITY; EXCEPTIONS.
EXCEPT TO THE EXTENT EXPRESSLY
AUTHORIZED BY THIS AGREEMENT OR OTHERWISE AGREED IN WRITING, THE PARTIES AGREE
THAT THE RECEIVING PARTY SHALL KEEP CONFIDENTIAL AND SHALL NOT PUBLISH OR
OTHERWISE DISCLOSE AND SHALL NOT USE FOR ANY PURPOSE OTHER THAN AS PROVIDED FOR
IN THIS AGREEMENT ANY INFORMATION AND OTHER CONFIDENTIAL AND PROPRIETARY
INFORMATION AND MATERIALS FURNISHED TO IT BY THE OTHER PARTY PURSUANT TO THIS
AGREEMENT (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
NOTWITHSTANDING THE
FOREGOING, CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED TO INCLUDE INFORMATION
AND MATERIALS TO THE EXTENT THAT IT CAN BE ESTABLISHED BY WRITTEN DOCUMENTATION
BY THE RECEIVING PARTY THAT SUCH INFORMATION OR MATERIAL:
(A)
WAS ALREADY KNOWN TO THE RECEIVING PARTY, OTHER THAN UNDER AN OBLIGATION
OF CONFIDENTIALITY (EXCEPT TO THE EXTENT SUCH OBLIGATION HAS EXPIRED OR AN
EXCEPTION IS APPLICABLE UNDER THE RELEVANT AGREEMENT PURSUANT TO WHICH SUCH
OBLIGATION WAS ESTABLISHED), AT THE TIME OF DISCLOSURE;
(B)
WAS GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE PUBLIC
DOMAIN AT THE TIME OF ITS DISCLOSURE TO THE RECEIVING PARTY;
(C)
BECAME GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE PUBLIC
DOMAIN AFTER ITS DISCLOSURE AND OTHER THAN THROUGH ANY ACT OR OMISSION OF THE
RECEIVING PARTY IN BREACH OF THIS AGREEMENT;
(D)
WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY WITHOUT ANY USE OF OR
REFERENCE TO THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, AS DEMONSTRATED BY
DOCUMENTED EVIDENCE PREPARED CONTEMPORANEOUSLY WITH SUCH INDEPENDENT
DEVELOPMENT; OR
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[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
(E)
WAS DISCLOSED TO THE RECEIVING PARTY, OTHER THAN UNDER AN OBLIGATION OF
CONFIDENTIALITY, BY A THIRD PARTY WHO HAD NO OBLIGATION TO THE DISCLOSING PARTY
NOT TO DISCLOSE SUCH INFORMATION TO OTHERS.
It is understood that Confidential Information that is assigned to a Party under
Section 9.2.2 shall be considered Confidential Information of the Party to whom
such Confidential Information is assigned.
10.2
AUTHORIZED DISCLOSURE.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN
THIS AGREEMENT, EACH PARTY MAY USE AND DISCLOSE CONFIDENTIAL INFORMATION OF THE
OTHER PARTY AS FOLLOWS: (A) UNDER APPROPRIATE CONFIDENTIALITY PROVISIONS
SUBSTANTIALLY EQUIVALENT TO THOSE IN THIS AGREEMENT, IN CONNECTION WITH THE
PERFORMANCE OF ITS OBLIGATIONS OR EXERCISE OF RIGHTS GRANTED OR