OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION IT RECEIVES
BY TAKING SUBSTANTIALLY THE SAME PRECAUTIONS AS THE RECEIVING PARTY DOES WITH
ITS OWN CONFIDENTIAL INFORMATION, BUT NOT LESS THAN A REASONABLE STANDARD OF
CARE.
THE RECEIVING PARTY SHALL NOT USE THE DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION FOR ANY PURPOSE OTHER THAN TO CARRY OUT THE RECEIVING PARTY'S
OBLIGATIONS HEREUNDER.
THE OBLIGATIONS OF CONFIDENTIALITY SHALL NOT APPLY TO
INFORMATION THAT THE RECEIVING PARTY IS REQUIRED BY APPLICABLE LAWS TO DISCLOSE;
PROVIDED, HOWEVER, THAT THE RECEIVING PARTY SHALL SO NOTIFY THE DISCLOSING PARTY
OF THE RECEIVING PARTY'S INTENT TO DISCLOSE AND SHALL COOPERATE WITH THE
DISCLOSING PARTY AT THE DISCLOSING PARTY'S EXPENSE ON REASONABLE MEASURES TO
PROTECT THE CONFIDENTIALITY OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION.
THE RECEIVING PARTY MAY NOT DISCLOSE THE DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION RECEIVED PURSUANT TO THIS AGREEMENT EXCEPT TO THE RECEIVING PARTY'S
DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, ATTORNEYS AND ACCOUNTANTS WHO
REASONABLY REQUIRE DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION FOR THE RECEIVING
PARTY TO EXERCISE ITS RIGHTS OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT,
PROVIDED THAT SUCH PERSONS AND ENTITIES ARE OBLIGATED TO HOLD THE CONFIDENTIAL
INFORMATION IN CONFIDENCE IN ACCORDANCE WITH RESTRICTIONS AND PROCEDURES NO LESS
STRINGENT THAN PROVIDED FOR HEREIN AND SUCH PERSONS ENTER INTO A WRITTEN
CONFIDENTIALITY AGREEMENT WHEREUNDER THEY AGREE NOT TO DISCLOSE SUCH
INFORMATION. THE FACT THAT GENERAL INFORMATION MAY BE IN OR BECOME PART OF THE
PUBLIC DOMAIN, IN AND OF ITSELF, DOES NOT EXCLUDE ANY SPECIFIC CONFIDENTIAL
INFORMATION FROM THE OBLIGATIONS OF THIS AGREEMENT.
THE PARTIES HERETO
UNDERSTAND AND AGREE THAT THIS SECTION 8.3 IS REASONABLE AND NECESSARY TO
PROTECT NUVASIVE'S AND OSIRIS' RESPECTIVE BUSINESS INTERESTS.
THE PARTIES
FURTHER AGREE THAT THE OTHER MAY SUFFER IRREPARABLE HARM FROM A BREACH OF THIS
SECTION 8.3.
THUS, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES, ALL OF WHICH
SHALL BE DEEMED CUMULATIVE, A PARTY SHALL BE ENTITLED TO PURSUE INJUNCTIVE
RELIEF TO ENFORCE THE TERMS OF THIS SECTION 8.3.
8.4.
PUBLICATIONS.
NO ANNOUNCEMENT, NEWS RELEASE, PUBLIC STATEMENT,
PUBLICATION, OR PRESENTATION RELATING TO THIS AGREEMENT OR EITHER PARTY'S
PERFORMANCE HEREUNDER (COLLECTIVELY, A "PUBLICATION") SHALL BE MADE WITHOUT THE
OTHER PARTY'S PRIOR WRITTEN APPROVAL, EXCEPT AS REQUIRED BY LAW.
EACH PARTY
AGREES TO SUBMIT EACH PUBLICATION IT PROPOSES TO MAKE TO THE OTHER PARTY FOR
PURPOSES OF SUCH OTHER PARTY'S REVIEW, COMMENT AND APPROVAL.
EACH PARTY FURTHER
AGREES TO RESPOND AS PROMPTLY AS REASONABLY POSSIBLE.
ARTICLE 9
MISCELLANEOUS
9.1.
NO ASSIGNMENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER
PARTY SHALL TRANSFER, ASSIGN OR CEDE ANY RIGHTS OR DELEGATE ANY OBLIGATIONS
HEREUNDER, IN WHOLE OR IN PART, WHETHER VOLUNTARILY OR BY OPERATION OF LAW,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT MAY BE
WITHHELD AT THE OTHER PARTY'S REASONABLE BUSINESS DISCRETION, PROVIDED, THAT
(A) OSIRIS MAY TRANSFER THIS AGREEMENT WITHOUT PRIOR WRITTEN CONSENT OF NUVASIVE
TO AN AFFILIATE OR IN CONNECTION WITH A MERGER OR SALE OF ALL OR SUBSTANTIALLY
ALL OF THE STOCK OR ASSETS OF OSIRIS TO ANY PARTY THAT NUVASIVE DOES NOT
REASONABLY