ARE NOT REQUIRED TO KNOW SUCH PROPRIETARY INFORMATION OR WHO ARE NOT BOUND
BY A LIKE OBLIGATION OF CONFIDENTIALITY OR (B) TO THIRD PARTIES.
SECTION 12.2
DISCLOSURES REQUIRED BY LAW.
IN THE EVENT THE RECIPIENT
PARTY IS REQUIRED UNDER APPLICABLE LEGAL REQUIREMENTS TO DISCLOSE PROPRIETARY
INFORMATION OF THE DISCLOSING PARTY TO ANY GOVERNMENTAL AUTHORITY TO OBTAIN ANY
REGULATORY APPROVAL FOR THE PRODUCT, IS REQUIRED TO DISCLOSE PROPRIETARY
INFORMATION IN CONNECTION WITH BONA FIDE LEGAL PROCESS (INCLUDING IN CONNECTION
WITH ANY BONA FIDE DISPUTE HEREUNDER) OR IS REQUIRED TO DISCLOSE PROPRIETARY
INFORMATION UNDER THE RULES OF THE SECURITIES EXCHANGE UPON WHICH ITS SECURITIES
ARE TRADED, THE RECIPIENT PARTY MAY DO SO ONLY IF IT LIMITS DISCLOSURE TO THAT
PURPOSE AFTER GIVING THE
41
DISCLOSING PARTY PROMPT WRITTEN NOTICE OF ANY INSTANCE OF SUCH A REQUIREMENT IN
REASONABLE TIME FOR THE DISCLOSING PARTY TO ATTEMPT TO OBJECT TO OR TO LIMIT
SUCH DISCLOSURE.
IN THE EVENT OF DISCLOSURES REQUIRED UNDER APPLICABLE LEGAL
REQUIREMENTS, THE RECIPIENT PARTY SHALL COOPERATE WITH THE DISCLOSING PARTY AS
REASONABLY REQUESTED THEREBY.
SECTION 12.3
PUBLICITY.
NEITHER PARTY WILL ORIGINATE ANY PUBLICITY,
NEWS RELEASE, PUBLIC COMMENT OR OTHER PUBLIC ANNOUNCEMENT, WHETHER TO THE PRESS,
TO STOCKHOLDERS, OR OTHERWISE, RELATING TO THIS AGREEMENT, WITHOUT THE CONSENT
OF THE OTHER PARTY, EXCEPT FOR SUCH ANNOUNCEMENT WHICH, IN ACCORDANCE WITH THE
ADVICE OF LEGAL COUNSEL TO THE PARTY MAKING SUCH ANNOUNCEMENT, IS REQUIRED BY
LAW; PROVIDED, HOWEVER, THAT EACH PARTY SHALL BE ENTITLED TO REFER PUBLICLY TO
THE RELATIONSHIP OF THE PARTIES REFLECTED IN THIS AGREEMENT (I.E., DEPOMED AS
THE DEVELOPER OF THE PRODUCT AND KING AS THE CO-PROMOTER OF THE PRODUCT IN THE
TERRITORY) IN A MANNER THAT IS CONSISTENT WITH THE JOINT PRESS RELEASE ISSUED BY
THE PARTIES AND THAT IS NOT DAMAGING TO THE BUSINESS OR REPUTATION OF THE OTHER
PARTY.
EXCEPT AS OTHERWISE PERMITTED PURSUANT TO THE IMMEDIATELY PRECEDING
SENTENCE, ANY PARTY MAKING ANY ANNOUNCEMENT WHICH IS REQUIRED BY LAW WILL,
UNLESS PROHIBITED BY LAW, GIVE THE OTHER PARTY AN OPPORTUNITY TO REVIEW THE FORM
AND CONTENT OF SUCH ANNOUNCEMENT AND COMMENT BEFORE IT IS MADE.
EITHER PARTY
SHALL HAVE THE RIGHT TO MAKE SUCH FILINGS WITH GOVERNMENTAL AGENCIES, INCLUDING
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AS TO THE CONTENTS AND
EXISTENCE OF THIS AGREEMENT AS IT SHALL REASONABLY DEEM NECESSARY OR
APPROPRIATE.
THE PARTIES HAVE AGREED UPON THE FORM AND CONTENT OF A JOINT PRESS
RELEASE TO BE ISSUED BY THE PARTIES PROMPTLY FOLLOWING THE EXECUTION OF THIS
AGREEMENT.
ONCE SUCH PRESS RELEASE OR ANY OTHER WRITTEN STATEMENT IS APPROVED
FOR DISCLOSURE BY BOTH PARTIES, EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC
DISCLOSURE OF THE CONTENTS OF SUCH STATEMENT WITHOUT THE FURTHER APPROVAL OF THE
OTHER PARTY.
THE PROVISIONS OF THIS ARTICLE 12 SHALL SURVIVE TERMINATION OF THE
AGREEMENT AND SHALL REMAIN IN EFFECT UNTIL A DATE THREE YEARS AFTER THE TERM OF
THIS AGREEMENT.
ARTICLE XIII
COMBINATION PRODUCTS; RIGHT OF FIRST NEGOTIATION
SECTION 13.1
COMBINATION PRODUCTS.
(A)
DEPOMED AGREES TO GRANT AND HEREBY GRANTS TO