THE OTHER PARTY WITH THE SAME DEGREE OF CARE
USED TO PROTECT ITS OWN CONFIDENTIAL OR PROPRIETARY INFORMATION.
NEITHER PARTY
SHALL USE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY FOR ANY PURPOSE OTHER
THAN THOSE CONTEMPLATED BY THIS AGREEMENT. THE FOREGOING OBLIGATIONS UNDER THIS
SECTION 8.1.2 SHALL NOT APPLY TO:
(i)
information that is known to the receiving party or
independently developed by the receiving party prior to the time of disclosure
without use of or reference to the other party's Confidential Information, in
each case, to the extent evidenced by written records promptly disclosed to the
furnishing party upon receipt of such Confidential Information;
(ii)
information disclosed to the receiving party by a third party
that has a right to make such disclosure;
(iii)
information that becomes patented, published or otherwise part
of the public domain as a result of acts by the furnishing party or a third
party obtaining such information as a matter of right; or
(iv)
information that is required to be disclosed by order of the
FDA or similar authority or a court of competent jurisdiction or other
government authority or agency; provided that the parties shall use their best
efforts to obtain confidential treatment of such information by the agency,
authority, or court.
8.1.3.
WISTAR SHALL NOT BE OBLIGATED TO ACCEPT, AND ASSUMES NO
INSTITUTIONAL LIABILITY OR RESPONSIBILITY FOR, COMPANY CONFIDENTIAL INFORMATION
THAT COMPANY FURNISHES TO ANY EMPLOYEE OF WISTAR OTHER THAN ITS BUSINESS OR
LEGAL OFFICERS AS PROVIDED IN THIS AGREEMENT.
IF COMPANY DESIRES TO FURNISH ANY
COMPANY CONFIDENTIAL INFORMATION TO OTHER EMPLOYEES OF WISTAR, COMPANY SHALL SO
INFORM WISTAR AND WISTAR SHALL DECIDE WHETHER SUCH INDIVIDUAL MAY RECEIVE SOME
OR ALL SUCH COMPANY CONFIDENTIAL INFORMATION AND, IF SO, WHETHER SUCH INDIVIDUAL
SHALL SIGN A SEPARATE CONFIDENTIALITY AGREEMENT TO GOVERN THE USE AND DISCLOSURE
OF SUCH INFORMATION.
8.2
PUBLICATION.
COMPANY ACKNOWLEDGES THAT A BASIC
OBJECTIVE OF THE RESEARCH AND DEVELOPMENT ACTIVITIES OF WISTAR IS THE GENERATION
OF NEW KNOWLEDGE AND ITS EXPEDITIOUS DISSEMINATION.
TO FURTHER THAT OBJECTIVE,
WISTAR RETAINS THE RIGHT, AT ITS DISCRETION, TO DEMONSTRATE, PUBLISH OR
PUBLICIZE A DESCRIPTION OF THE LICENSED PATENTS AND LICENSED TECHNICAL
INFORMATION AND ANY RESULTS OF RESEARCH CONDUCTED BY WISTAR WITH OR RELATING TO
THE LICENSED PATENTS OR LICENSED TECHNICAL INFORMATION.
28
8.3
USE OF NAME; PUBLICITY.
COMPANY
OR ITUS SHALL NOT
DIRECTLY OR INDIRECTLY USE WISTAR'S NAME, OR THE NAME OF ANY CURRENT OR FORMER
TRUSTEE, MANAGER, OFFICER, AGENT, EMPLOYEE, FACULTY, AFFILIATED INVESTIGATOR,
PERSONNEL OR STAFF THEREOF, WITHOUT WISTAR'S PRIOR WRITTEN CONSENT. SUBJECT TO
SECTION 8.1, NEITHER PARTY SHALL ISSUE ANY PRESS RELEASE OR OTHER PUBLIC
STATEMENTS RELATED TO THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF AN
AUTHORIZED REPRESENTATIVE OF THE OTHER PARTY AS TO EACH SUCH USE; PROVIDED THAT,
THE PARTIES AND ITUS MAY MAKE THE FACTUAL STATEMENT THAT COMPANY HAS AN
EXCLUSIVE LICENSE FROM WISTAR UNDER ONE OR MORE OF THE PATENTS OR PATENT
APPLICATIONS COMPRISING THE LICENSED PATENTS,
AND MAY DISCUSS THE TERMS OF THIS
LICENSE, INTELLECTUAL PROPERTY RIGHTS LICENSED