IN SECTION 7.2.1), SHALL BE CAPPED
AT A TOTAL [***] US DOLLARS ($[***]).
ARTICLE 11
CONFIDENTIALITY AND PUBLIC DISCLOSURE
11.1
EACH OF THE PARTIES AGREES THAT, SUBJECT TO SECTIONS 11.2 AND 11.3
BELOW (A) IT WILL NOT DISCLOSE ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY
THAT IT MAY ACQUIRE AT ANY TIME DURING THE TERM OF THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF SUCH PARTY; (B) IT WILL NOT MAKE USE OF ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY FOR ANY PURPOSE OTHER THAN FOR THE
PURPOSES SET FORTH HEREIN, OR IN FURTHERANCE OF THE TRANSACTIONS CONTEMPLATED
BY, THIS AGREEMENT AND IT WILL USE ALL REASONABLE EFFORTS TO PREVENT
UNAUTHORIZED PUBLICATION OR DISCLOSURE BY ANY PERSON OF SUCH CONFIDENTIAL
INFORMATION INCLUDING REQUIRING ITS EMPLOYEES, CONSULTANTS OR AGENTS TO ENTER
INTO SIMILAR CONFIDENTIALITY AGREEMENTS IN RELATION TO SUCH CONFIDENTIAL
INFORMATION.
14
11.2
EACH OF THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL BE CONSIDERED CONFIDENTIAL INFORMATION OF
EACH PARTY AND SHALL BE TREATED ACCORDINGLY; PROVIDED, HOWEVER, THAT EACH PARTY
SHALL HAVE THE RIGHT TO DISCLOSE THIS AGREEMENT TO ITS CONSULTANTS AND ADVISORS
UNDER CUSTOMARY OBLIGATIONS OF CONFIDENTIALITY.
NEITHER PARTY SHALL MAKE ANY
PUBLIC DISCLOSURE OR PRESS RELEASE REGARDING THIS AGREEMENT AND SHALL NOT
OTHERWISE DISSEMINATE INFORMATION, INCLUDING PRODUCT LISTS AND COMPANY
LITERATURE (WRITTEN OR ELECTRONIC), THAT MAY HAVE THE AFFECT OF GIVING NOTICE TO
ANY THIRD PARTY OR THE PUBLIC OF THE EXISTENCE OR TERMS OF THIS AGREEMENT.
FOR
CLARITY, IT IS UNDERSTOOD THAT EVEN IF THE EXISTENCE OF THIS AGREEMENT BECOMES
PUBLIC KNOWLEDGE NEITHER PARTY SHALL DIVULGE ANY OF THE TERMS, INCLUDING THE
NATURE OR IDENTITY OF THE API, OF THIS AGREEMENT.
11.3
THE RESTRICTIONS ON THE USE AND DISCLOSURE OF CONFIDENTIAL
INFORMATION IN SECTION 10.1 SHALL NOT INCLUDE ANY SUCH INFORMATION THAT IS
REQUIRED TO BE DISCLOSED (I) UNDER APPLICABLE LAW, (II) TO RESPOND TO AN INQUIRY
OF A GOVERNMENTAL AUTHORITY CONCERNING THE PRODUCT, OR (III) IN A JUDICIAL,
ADMINISTRATIVE OR ARBITRATION PROCEEDING, THEN THE RECEIPT SHALL (A) PROVIDE THE
OTHER PARTY WITH AS MUCH ADVANCE NOTICE AS REASONABLY PRACTICABLE OF THE
REQUIRED DISCLOSURE, (B) COOPERATE WITH THE OTHER PARTY IN ANY ATTEMPT TO
PREVENT OR LIMIT THE DISCLOSURE, AND (C) LIMIT ANY DISCLOSURE TO THE SPECIFIC
PURPOSE AT ISSUE.
11.4
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS OF
THIS AGREEMENT SHALL BE CONSIDERED CONFIDENTIAL INFORMATION OF EACH PARTY AND
SHALL BE TREATED ACCORDINGLY.
NOTWITHSTANDING THE FOREGOING, BIOCON
ACKNOWLEDGES AND AGREES THAT PAR MAY BE REQUIRED TO DISCLOSE SOME OR ALL OF THE
INFORMATION INCLUDED IN THIS AGREEMENT IN ORDER TO COMPLY WITH ITS OBLIGATIONS
UNDER THE UNITED STATES SECURITIES ACT OF 1933, THE UNITED STATES SECURITIES
EXCHANGE ACT OF 1934 ("SEC"), LISTING STANDARDS OR AGREEMENTS OF ANY NATIONAL OR
INTERNATIONAL SECURITIES EXCHANGE OR THE NASDAQ STOCK MARKET OR OTHER SIMILAR
LAWS OF A GOVERNMENTAL AUTHORITY, AND BIOCON HEREBY CONSENTS TO SUCH DISCLOSURE;
PROVIDED HOWEVER, IN CONNECTION WITH ANY SUCH DISCLOSURE OR FILING, PAR WILL USE
ITS REASONABLE