Agreement;
(e)
upon it receiving Knowledge of (i) a material event or development
with respect to any Program or (ii) a breach of any covenant or representation
of such Party in any material respect, such Party shall notify the other Party
in writing within three (3) Business Days of the receipt of such Knowledge by
any executive officer of such Party, provided that the failure to provide such
notice shall not impair or otherwise be deemed a waiver of any rights any Party
may have arising from such material event or breach; and
(f)
with reasonable promptness, deliver to the other such data and
information relating to the ability of such Person to perform its obligations
hereunder as from time to time may be reasonably requested by the other (subject
to the maintenance of the confidentiality of any such information by the
receiving Party). For the avoidance of doubt, this Section 9.1(f) includes Isis'
obligations to provide financial and other necessary information to Symphony
GenIsis and RRD to enable Symphony GenIsis to fulfill its obligations to Isis
under Section 5(d) of the Purchase Option Agreement, and to enable RRD to
fulfill its obligations to Symphony GenIsis and Isis under Sections 5(a) and
5(b) of the RRD Services Agreement.
10.
CONFIDENTIALITY.
10.1
CONFIDENTIALITY AGREEMENT.
IT IS UNDERSTOOD THAT DURING THE COURSE
OF THIS AGREEMENT EACH OF THE PARTIES SHALL BE BOUND BY THE TERMS OF THE
CONFIDENTIALITY AGREEMENT. IN ADDITION, THE PARTIES' EMPLOYEES, SUBCONTRACTORS
AND AGENTS SHALL BE BOUND BY TERMS SUBSTANTIALLY SIMILAR TO THE CONFIDENTIALITY
AGREEMENT. THE FOREGOING SHALL NOT BE CONSTRUED TO (A) REQUIRE ISIS TO AMEND OR
SUPPLEMENT ANY OF THE AGREEMENTS IT ENTERED INTO PRIOR TO THE CLOSING DATE, OR
(B) APPLY TO FUTURE AGREEMENTS ISIS MAY ENTER INTO WITH ANY ISIS ACCOUNTING
ADVISOR, EVEN IF THE CONFIDENTIALITY PROVISIONS IN SUCH AGREEMENTS DO NOT
SATISFY THE FOREGOING REQUIREMENT.
14
10.2
PERMITTED DISCLOSURE OF INFORMATION.
THE PARTIES AGREE THAT ISIS
SHALL HAVE ACCESS TO, AND MAY USE AND DISCLOSE THE DEVELOPMENT PLAN AND ANY
EXISTING OR NEWLY GENERATED DATA OR INTELLECTUAL PROPERTY DEVELOPED WITH RESPECT
TO THE PROGRAMS (I) TO OBTAIN THE ASSISTANCE OF ONE OR MORE THIRD PARTIES TO
DEVELOP AND/OR COMMERCIALIZE THE PROGRAMS SUBJECT TO THE TERMS OF THIS
AGREEMENT, THE OTHER OPERATIVE DOCUMENTS AND APPROPRIATE CONFIDENTIALITY
AGREEMENTS PURSUANT TO SECTION 10.1 OR AS APPROVED BY SYMPHONY GENISIS, (II) TO
USE SUCH INTELLECTUAL PROPERTY FOR ALL PURPOSES NOT LICENSED EXCLUSIVELY TO
SYMPHONY GENISIS UNDER THE NOVATED AND RESTATED TECHNOLOGY LICENSE AGREEMENT,
AND (III) THROUGH PRESS RELEASES, IN PUBLIC PRESENTATIONS OR AS PART OF OTHER
APPROPRIATE PUBLIC DISCLOSURES; PROVIDED THAT ALL SUCH DISCLOSURE UNDER THIS
SECTION 10.2 SHALL BE SUBJECT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT.
11.
DISCONTINUATION OPTION.
11.1
DISCONTINUATION OPTION.
(a)
A Program may only be discontinued in accordance with Section
4.2(c). In the event of such a Program discontinuation during the Term, (i)
Symphony GenIsis shall so notify Isis promptly and in writing of such
discontinuation, and (ii) Isis shall have the