& ANSWER
OUTLINE FOR USE IN RESPONDING TO INQUIRIES ABOUT THIS AGREEMENT; THEREAFTER,
CELGENE AND ARRAY MAY EACH DISCLOSE TO THIRD PARTIES THE INFORMATION CONTAINED
IN SUCH PRESS RELEASE AND QUESTION & ANSWER OUTLINE WITHOUT THE NEED FOR FURTHER
APPROVAL BY THE OTHER.
10.4.2
PUBLICITY REVIEW.
THE PARTIES ACKNOWLEDGE THE IMPORTANCE OF
SUPPORTING EACH OTHER'S EFFORTS TO PUBLICLY DISCLOSE RESULTS AND SIGNIFICANT
DEVELOPMENTS REGARDING COLLABORATION COMPOUNDS AND LICENSED PRODUCTS AND OTHER
ACTIVITIES IN CONNECTION WITH THIS AGREEMENT, BEYOND WHAT MAY BE STRICTLY
REQUIRED BY APPLICABLE LAW OR REGULATION, AND EACH PARTY MAY MAKE SUCH
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DISCLOSURES FROM TIME TO TIME WITH THE APPROVAL OF THE OTHER PARTY, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
SUCH
DISCLOSURES MAY INCLUDE ACHIEVEMENT OF MILESTONES UNDER SECTION 6.2 OR 6.3,
SIGNIFICANT EVENTS IN THE RESEARCH, DEVELOPMENT AND REGULATORY PROCESS WITH
RESPECT TO A COLLABORATION COMPOUND OR LICENSED PRODUCT OR COMMERCIALIZATION
ACTIVITIES AND THE LIKE.
WHEN A PARTY (THE "REQUESTING PARTY") ELECTS TO MAKE
ANY SUCH PUBLIC DISCLOSURE UNDER THIS SECTION 10.4.2, IT WILL GIVE THE OTHER
PARTY (THE "COOPERATING PARTY") REASONABLE WRITTEN NOTICE TO ALLOW THE
COOPERATING PARTY TO REVIEW AND COMMENT ON SUCH STATEMENT, IT BEING UNDERSTOOD
THAT IF THE COOPERATING PARTY DOES NOT NOTIFY THE REQUESTING PARTY IN WRITING
WITHIN TEN (10) BUSINESS DAYS OF SUCH NOTICE (OR SUCH SHORTER PERIOD IF REQUIRED
BY APPLICABLE LAW AND EXPRESSLY SET FORTH IN THE APPLICABLE NOTICE; OR, IF THE
NATURE OF THE ANNOUNCEMENT DOES NOT PERMIT THE USUAL TEN (10) BUSINESS DAY
WAITING PERIOD, THEN TWO (2) BUSINESS DAYS, PROVIDED THAT THE COOPERATING
PARTY'S HEAD OF INVESTOR RELATIONS IS NOTIFIED DIRECTLY IN WRITING) OF ANY
REASONABLE OBJECTIONS AS CONTEMPLATED IN THIS SECTION 10.4.2, SUCH DISCLOSURE
SHALL BE DEEMED APPROVED, AND IN ANY EVENT THE COOPERATING PARTY SHALL WORK
DILIGENTLY AND REASONABLY TO AGREE ON THE TEXT OF ANY PROPOSED DISCLOSURE IN AN
EXPEDITIOUS MANNER.
THE PRINCIPLES TO BE OBSERVED IN SUCH DISCLOSURES SHALL BE
ACCURACY, COMPLIANCE WITH APPLICABLE LAWS, RULES, REGULATIONS AND REGULATORY
GUIDANCE DOCUMENTS, REASONABLE SENSITIVITY TO POTENTIAL NEGATIVE REACTIONS OF
APPLICABLE REGULATORY AUTHORITIES (INCLUDING THE FDA) AND THE NEED TO KEEP
INVESTORS AND OTHERS INFORMED REGARDING THE REQUESTING PARTY'S BUSINESS.
ACCORDINGLY, THE COOPERATING PARTY SHALL NOT WITHHOLD OR DELAY ITS APPROVAL OF A
PROPOSED DISCLOSURE THAT COMPLIES WITH SUCH PRINCIPLES.
10.5
PRIOR NON-DISCLOSURE AGREEMENTS.
UPON EXECUTION OF THIS AGREEMENT,
THE TERMS OF THIS ARTICLE 10 SHALL SUPERSEDE ANY PRIOR NON-DISCLOSURE, SECRECY
OR CONFIDENTIALITY AGREEMENT BETWEEN THE PARTIES.
ANY INFORMATION DISCLOSED BY
A PARTY UNDER SUCH PRIOR AGREEMENT SHALL BE DEEMED SUCH PARTY'S CONFIDENTIAL
INFORMATION AND SHALL BE SUBJECT TO THE TERMS OF THIS ARTICLE 10.
10.6
EXPIRATION.
EACH PARTY'S OBLIGATIONS UNDER THIS ARTICLE 10 SHALL
SURVIVE FOR A PERIOD OF FIVE (5) YEARS AFTER THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
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[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act