A
PARTY TO INVESTMENT BANKERS, ANALYSTS, INVESTORS AND POTENTIAL INVESTORS,
LENDERS AND POTENTIAL LENDERS AND OTHER SOURCES AND OTHER POTENTIAL SOURCES OF
FINANCING, OR ANY ACQUIRER OR MERGER PARTNER AND POTENTIAL ACQUIRER OR MERGER
PARTNER BUT ONLY TO THE EXTENT REASONABLY NECESSARY.
IN ADDITION, A COPY OF
THIS AGREEMENT MAY BE FILED BY EITHER PARTY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION, OR COMPARABLE ADMINISTRATIVE/REGULATORY BODY IN OTHER
JURISDICTIONS, IF SUCH FILING IS REQUIRED BY LAW OR REGULATION.
IN CONNECTION
WITH ANY SUCH FILING,
50
SUCH PARTY SHALL ENDEAVOR TO OBTAIN CONFIDENTIAL TREATMENT OF ECONOMIC AND TRADE
SECRET INFORMATION, AND SHALL PROVIDE THE OTHER PARTY WITH THE PROPOSED
CONFIDENTIAL TREATMENT REQUEST WITH REASONABLE TIME FOR SUCH OTHER PARTY TO
PROVIDE COMMENTS, WHICH COMMENTS SHALL BE REASONABLY CONSIDERED BY THE FILING
PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 6.1, THE PARTIES,
UPON THE EXECUTION OF THIS AGREEMENT, SHALL AGREE TO A PRESS RELEASE WITH
RESPECT TO THIS AGREEMENT, AND EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC
DISCLOSURE OF THE CONTENTS OF SUCH PRESS RELEASE WITHOUT FURTHER APPROVAL OF THE
OTHER PARTY.
AFTER ISSUANCE OF SUCH PRESS RELEASE, EXCEPT AS REQUIRED BY
APPLICABLE LAWS, NEITHER PARTY SHALL ISSUE A PRESS OR NEWS RELEASE OR MAKE ANY
SIMILAR PUBLIC ANNOUNCEMENT (IT BEING UNDERSTOOD THAT PUBLICATION IN SCIENTIFIC
JOURNALS, PRESENTATION AT SCIENTIFIC CONFERENCES AND MEETINGS AND THE LIKE ARE
INTENDED TO BE COVERED BY SECTION 6.3 AND NOT SUBJECT TO THIS SECTION 6.2)
RELATED TO THE RESEARCH PROGRAM OR TO ANY DEVELOPMENT PROGRAM WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, THAT, NOTWITHSTANDING THE
FOREGOING, ARQULE SHALL BE EXPRESSLY PERMITTED TO PUBLICLY ANNOUNCE THE
OCCURRENCE OF ANY MILESTONE EVENT AND ANY OTHER EVENT THAT ARQULE REASONABLY
BELIEVES IS MATERIAL TO ARQULE.
6.3
PUBLICATIONS AND PRESENTATIONS.
THE PARTIES
ACKNOWLEDGE THAT SCIENTIFIC PUBLICATIONS AND PRESENTATIONS MUST BE STRICTLY
MONITORED TO PREVENT ANY ADVERSE EFFECT FROM PREMATURE PUBLICATION OR
DISSEMINATION OF RESULTS OF THE ACTIVITIES HEREUNDER.
EACH PARTY AGREES THAT,
EXCEPT AS REQUIRED BY APPLICABLE LAWS, IT SHALL NOT PUBLISH OR PRESENT, OR
PERMIT TO BE PUBLISHED OR PRESENTED, THE RESULTS OF THE RESEARCH PROGRAM OR THE
DEVELOPMENT PROGRAM WITHOUT THE PRIOR REVIEW BY AND WRITTEN APPROVAL OF THE
OTHER PARTY.
EACH PARTY SHALL PROVIDE TO THE OTHER PARTY THE OPPORTUNITY TO
REVIEW EACH OF THE SUBMITTING PARTY'S PROPOSED ABSTRACTS, MANUSCRIPTS OR
PRESENTATIONS (INCLUDING, WITHOUT LIMITATION, INFORMATION TO BE PRESENTED
VERBALLY) THAT RELATE TO THE RESEARCH PROGRAM OR THE DEVELOPMENT PROGRAM AT
LEAST * (*) DAYS PRIOR TO ITS INTENDED PRESENTATION OR SUBMISSION FOR
PUBLICATION, AND SUCH SUBMITTING PARTY AGREES, UPON WRITTEN REQUEST FROM THE
OTHER PARTY GIVEN WITHIN SUCH * (*) DAY PERIOD, NOT TO SUBMIT SUCH ABSTRACT OR
MANUSCRIPT FOR PUBLICATION OR TO MAKE SUCH PRESENTATION UNTIL THE OTHER PARTY IS
GIVEN UP TO * (*) DAYS FROM THE DATE OF SUCH WRITTEN REQUEST TO SEEK APPROPRIATE
PATENT PROTECTION FOR ANY MATERIAL IN SUCH PUBLICATION OR PRESENTATION THAT IT
REASONABLY BELIEVES MAY BE PATENTABLE.
ONCE SUCH ABSTRACTS, MANUSCRIPTS OR
PRESENTATIONS HAVE BEEN