RESPECT TO SUCH INFORMATION NO
LESS RESTRICTIVE THAN THE OBLIGATIONS OF CONFIDENTIALITY AND NON-USE OF THE
RECEIVING PARTY PURSUANT TO SECTION 11.1; PROVIDED THAT EACH PARTY SHALL REMAIN
RESPONSIBLE FOR ANY FAILURE BY ITS AFFILIATES, AND ITS AND ITS AFFILIATES'
RESPECTIVE EMPLOYEES, CONSULTANTS, PERMITTED SUBCONTRACTORS AND SUBLICENSEES, TO
TREAT SUCH INFORMATION AS REQUIRED UNDER SECTION 11.1 (AS IF SUCH AFFILIATES,
EMPLOYEES, CONSULTANTS, PERMITTED SUBCONTRACTORS AND SUBLICENSEES WERE PARTIES
DIRECTLY BOUND TO THE REQUIREMENTS OF SECTION 11.1).
11.3
PUBLICATION. EACH OF JANSSEN AND VERTEX RESERVES THE RIGHT TO PUBLISH
OR PUBLICLY PRESENT THE RESULTS (THE "RESULTS") OF THE DEVELOPMENT PROGRAM,
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. THE PARTY PROPOSING TO PUBLISH OR
PUBLICLY PRESENT THE RESULTS (THE "PUBLISHING PARTY") WILL SUBMIT A DRAFT OF ANY
PROPOSED MANUSCRIPT, ABSTRACT OR SPEECH TO THE OTHER PARTY (THE "NON-PUBLISHING
PARTY") FOR COMMENTS [***] PRIOR TO SUBMISSION FOR PUBLICATION OR ORAL
PRESENTATION. THE NON-PUBLISHING PARTY SHALL NOTIFY THE PUBLISHING PARTY IN
WRITING [***] OF RECEIPT OF SUCH DRAFT WHETHER SUCH DRAFT CONTAINS (I)
INFORMATION OF THE NON-PUBLISHING PARTY WHICH IT CONSIDERS TO BE CONFIDENTIAL
UNDER THE PROVISIONS OF SECTION 11.1 HEREOF, (II) INFORMATION THAT IF PUBLISHED
WOULD HAVE AN ADVERSE EFFECT ON A PATENT APPLICATION COVERING THE SUBJECT MATTER
OF THIS AGREEMENT, OR (III) INFORMATION THAT THE NON-PUBLISHING PARTY REASONABLY
BELIEVES WOULD BE LIKELY TO HAVE A MATERIAL ADVERSE IMPACT ON THE DEVELOPMENT,
MANUFACTURE OR COMMERCIALIZATION OF A PRODUCT CANDIDATE OR PRODUCT. IN ANY SUCH
NOTIFICATION, THE NON-PUBLISHING PARTY SHALL INDICATE WITH SPECIFICITY ITS
SUGGESTIONS REGARDING THE MANNER AND DEGREE TO WHICH THE PUBLISHING PARTY MAY
DISCLOSE SUCH INFORMATION. IN THE CASE OF ITEM (I) ABOVE, NO PARTY MAY PUBLISH
INFORMATION OF THE OTHER PARTY WITHOUT ITS CONSENT IN VIOLATION OF SECTION 11.1
OF THIS AGREEMENT. IN THE CASE OF ITEM (II) ABOVE, THE NON-PUBLISHING PARTY MAY
REQUEST A DELAY AND THE PUBLISHING PARTY SHALL DELAY SUCH PUBLICATION OR
PRESENTATION, FOR A PERIOD [***], TO PERMIT THE TIMELY PREPARATION AND FILING OF
A PATENT APPLICATION OR AN APPLICATION FOR A CERTIFICATE OF INVENTION COVERING
THE INFORMATION AT ISSUE. IN THE CASE OF ITEM (III) ABOVE, IF THE PUBLISHING
PARTY SHALL DISAGREE WITH THE NON-PUBLISHING PARTY'S ASSESSMENT OF THE IMPACT OF
THE PUBLICATION OR PRESENTATION, THEN THE ISSUE SHALL BE REFERRED BY THE
PUBLISHING PARTY TO THE JSC FOR RESOLUTION, OR IF THERE IS NO JSC AT THE TIME OF
REFERRAL, THEN TO THE PARTIES' RESPECTIVE CHIEF EXECUTIVE OFFICERS FOR
DISCUSSION AND RESOLUTION. THE DECISION OF THE JSC OR THE CHIEF EXECUTIVE
OFFICERS, IF THE REFERRAL IS MADE TO THEM, SHALL BE FINAL, PROVIDED THAT SUCH
DECISION SHALL ALWAYS BE SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF SECTION
11.1 HEREOF AND SHALL BE MADE WITH REASONABLE REGARD FOR THE INTERESTS OF THE
NON-PUBLISHING PARTY AND PROVIDED FURTHER THAT NO DECISION SHALL BE MADE TO
PUBLISH OR PRESENT INFORMATION IF THE PUBLICATION OR PRESENTATION WOULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COMMERCIAL PROSPECTS OF ANY PRODUCT CANDIDATE OR
PRODUCT. THE PARTIES AGREE THAT AUTHORSHIP OF ANY