CONFIDENTIAL INFORMATION OF EACH PARTY, SUBJECT TO THE EXCEPTIONS IN SECTION
1.21, FOR PURPOSES OF THIS AGREEMENT.
10.2.
CONFIDENTIAL INFORMATION.
EACH OF SANDOZ AND MOMENTA (THE
"RECEIVING PARTY") SHALL KEEP STRICTLY CONFIDENTIAL ANY CONFIDENTIAL INFORMATION
DISCLOSED BY ANY OTHER PARTY (THE "DISCLOSING PARTY"), USING AT LEAST THE SAME
DEGREE OF CARE THAT IT USES TO PROTECT ITS OWN CONFIDENTIAL OR PROPRIETARY
INFORMATION BUT IN NO EVENT LESS THAN REASONABLE CARE.
10.3.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE RECEIVING PARTY
SHALL USE THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION SOLELY FOR THE
PURPOSES OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND SHALL
NOT DISCLOSE OR DISSEMINATE ANY SUCH CONFIDENTIAL INFORMATION TO ANY PERSON AT
ANY TIME, EXCEPT FOR DISCLOSURE TO THOSE OF ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, CONSULTANTS, ACCOUNTANTS, ATTORNEYS, ADVISERS AND AGENTS THAT HAVE A
NEED TO KNOW SUCH INFORMATION TO PERMIT THE RECEIVING PARTY TO EXERCISE ITS
RIGHTS OR FULFILL ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, PROVIDED THAT SUCH
PERSONS ARE BOUND TO MAINTAIN THE CONFIDENTIALITY OF SUCH CONFIDENTIAL
INFORMATION TO THE SAME EXTENT AS IF THEY WERE PARTIES HERETO.
10.4.
EXCEPTIONS.
THE FOREGOING CONFIDENTIALITY AND NONDISCLOSURE
OBLIGATIONS ARE SUBJECT TO THE FOLLOWING EXCEPTIONS:
10.4.1.
THE RECEIVING PARTY MAY DISCLOSE THE DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION THAT IS REQUIRED TO BE PUBLICLY DISCLOSED BY LAW, REGULATION OR
LEGAL PROCESS (INCLUDING, WITHOUT LIMITATION, THE RULES OR REGULATIONS OF THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SIMILAR REGULATORY AGENCY IN
A COUNTRY OTHER THAN THE UNITED STATES, OR THE RULES OR REGULATIONS OF ANY STOCK
EXCHANGE (INCLUDING, WITHOUT LIMITATION, NASDAQ)); PROVIDED, HOWEVER, THAT THE
RECEIVING PARTY SHALL (A) USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT IT
DISCLOSES THE MINIMUM AMOUNT OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION
NECESSARY TO COMPLY WITH LAW, (B) WHERE POSSIBLE, SEEK CONFIDENTIAL TREATMENT
FOR ANY SUCH INFORMATION WHICH IS DISCLOSED TO A GOVERNMENTAL AGENCY OR GROUP,
AND (C) PROVIDE THE DISCLOSING PARTY WITH PRIOR NOTICE OF SUCH DISCLOSURE (TO
THE EXTENT PERMISSIBLE).
53
10.4.2.
PURSUANT TO AN AGREEMENT OR PROFESSIONAL RESPONSIBILITY TO MAINTAIN
CONFIDENTIALITY, ANY PARTY MAY DISCUSS THE TERMS OF THIS AGREEMENT WITH, OR
PROVIDE A COPY OF THIS AGREEMENT TO, ITS INDEPENDENT PUBLIC ACCOUNTANTS OR ITS
ATTORNEYS.
10.4.3.
PURSUANT TO AN AGREEMENT TO MAINTAIN CONFIDENTIALITY, MOMENTA MAY
PROVIDE A COPY OF THIS AGREEMENT OR RELEVANT PORTIONS THEREOF, TO MIT AND ANY
OTHER THIRD PARTY LICENSOR, IF AND TO THE EXTENT REQUIRED PURSUANT TO THE
RELEVANT LICENSE AGREEMENT WITH RESPECT TO MOMENTA IP.
10.4.4.
ANY OTHER DISCLOSURE OF THE TERMS OF THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ANY PUBLIC ANNOUNCEMENTS, PRESS RELEASES, DISCUSSIONS,
INTERVIEWS OR SIMILAR PUBLICITY WITH RESPECT TO THIS AGREEMENT) BY MOMENTA OR
SANDOZ MUST BE APPROVED IN ADVANCE IN WRITING BY SANDOZ OR MOMENTA,
RESPECTIVELY, AS TO FORM AND CONTENT OF SUCH DISCLOSURE; PROVIDED, HOWEVER, THAT
THE CONTENTS OF ANY PUBLIC ANNOUNCEMENT, PRESS RELEASE OR SIMILAR PUBLICITY
WHICH HAS BEEN REVIEWED AND APPROVED BY THE REVIEWING PARTY CAN BE RE-RELEASED
BY EITHER PARTY IN ANY FORM WITHOUT A REQUIREMENT FOR RE-APPROVAL.
10.5.
IDENTIFICATION.
IN ANY