THE EVENT THAT THIS AGREEMENT SHALL
BE INCLUDED IN ANY REPORT, STATEMENT OR OTHER DOCUMENT FILED BY EITHER PARTY OR
AN AFFILIATE OF EITHER PARTY WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), SUCH PARTY SHALL PROVIDE THE OTHER PARTY WITH REASONABLE
NOTICE AND SHALL USE, OR SHALL CAUSE ITS AFFILIATE, AS THE CASE MAY BE, TO USE,
REASONABLE EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT FROM THE SEC OF ANY
FINANCIAL INFORMATION OR OTHER INFORMATION OF A COMPETITIVE OR CONFIDENTIAL
NATURE, AND SHALL INCLUDE IN SUCH CONFIDENTIALITY REQUEST SUCH PROVISIONS OF
THIS AGREEMENT AS MAY BE REASONABLY REQUESTED BY THE OTHER PARTY.
10.8.2
PRESS RELEASE.
NOTWITHSTANDING THE FOREGOING,
GENAISSANCE AND BAYER AGREE THAT A PRESS RELEASE MAY BE ISSUED PROMPTLY AFTER
EXECUTION OF THIS AGREEMENT BY EITHER PARTY IN THE FORM(S) AGREED BY THE PARTIES
AND AS SET FORTH IN EXHIBIT H ATTACHED HERETO.
THE PARTIES AGREE THAT ANY
ANNOUNCEMENT BY EITHER PARTY WILL NOT CONTAIN CONFIDENTIAL BUSINESS OR TECHNICAL
INFORMATION AND, IF DISCLOSURE OF CONFIDENTIAL BUSINESS OR TECHNICAL INFORMATION
IS REQUIRED BY LAW OR REGULATION, WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO
MINIMIZE SUCH DISCLOSURE AND OBTAIN CONFIDENTIAL TREATMENT FOR ANY SUCH
INFORMATION WHICH IS DISCLOSED TO A GOVERNMENTAL AGENCY OR GROUP.
EACH PARTY
AGREES TO PROVIDE TO THE OTHER PARTY A COPY OF ANY PUBLIC ANNOUNCEMENT WITH
RESPECT TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT AS SOON AS
REASONABLY PRACTICABLE UNDER THE CIRCUMSTANCES PRIOR TO ITS SCHEDULED RELEASE.
EXCEPT UNDER EXTRAORDINARY CIRCUMSTANCES, EACH PARTY SHALL PROVIDE THE OTHER
PARTY WITH AN ADVANCE COPY OF ANY SUCH PRESS RELEASE AT LEAST [**] ([**])
BUSINESS DAYS PRIOR TO THE SCHEDULED DISCLOSURE.
EACH PARTY SHALL HAVE THE
RIGHT TO REVIEW AND RECOMMEND CHANGES TO ANY ANNOUNCEMENT REGARDING THIS
AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT.
EXCEPT AS OTHERWISE REQUIRED
BY LAW, THE PARTY WHOSE PRESS RELEASE HAS BEEN REVIEWED SHALL REMOVE ANY
INFORMATION THE REVIEWING PARTY REASONABLY DEEMS TO BE INAPPROPRIATE FOR
DISCLOSURE AND SHALL USE ALL REASONABLE EFFORTS TO ACCOMMODATE THE REVIEWING
PARTY'S OTHER COMMENTS.
THE CONTENTS OF ANY SUCH ANNOUNCEMENT OR SIMILAR
PUBLICITY WHICH HAS BEEN REVIEWED AND APPROVED BY THE REVIEWING PARTY CAN BE
RE-RELEASED BY EITHER PARTY WITHOUT A REQUIREMENT FOR RE-APPROVAL.
58
10.9
HEADINGS.
THE CAPTIONS TO THE SEVERAL ARTICLES
AND SECTIONS HEREOF ARE NOT A PART OF THIS AGREEMENT, BUT ARE MERELY GUIDES OR
LABELS TO ASSIST IN LOCATING AND READING THE SEVERAL ARTICLES AND SECTIONS
HEREOF.
10.10
NO PARTNERSHIP; INDEPENDENT CONTRACTORS.
IT IS
EXPRESSLY AGREED THAT THE RELATIONSHIP BETWEEN GENAISSANCE AND BAYER SHALL NOT
CONSTITUTE A PARTNERSHIP, JOINT VENTURE OR AGENCY.
NEITHER GENAISSANCE NOR
BAYER SHALL HAVE THE AUTHORITY TO MAKE ANY STATEMENTS, REPRESENTATIONS OR
COMMITMENTS OF ANY KIND, OR TO TAKE ANY ACTION, WHICH SHALL BE BINDING ON THE
OTHER, WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY TO DO SO.
10.11
EXPORTS.
THE PARTIES ACKNOWLEDGE THAT THE EXPORT OF
TECHNICAL DATA, MATERIALS OR PRODUCTS IS SUBJECT TO THE EXPORTING PARTY
RECEIVING ANY NECESSARY EXPORT LICENSES AND THAT