THE REASONABLE OPINION OF SUCH PARTY'S COUNSEL, SUCH DISCLOSURE IS NECESSARY
FOR SUCH COMPLIANCE, PROVIDED THAT SUCH PARTY SHALL NOTIFY THE OTHER PARTY OF
SUCH PARTY'S INTENT TO MAKE ANY SUCH DISCLOSURE SUFFICIENTLY PRIOR TO MAKING
SUCH DISCLOSURE SO AS TO ALLOW SUCH OTHER PARTY ADEQUATE TIME TO REVIEW AND
COMMENT ON SUCH DISCLOSURE AND FURTHER TO TAKE WHATEVER ACTION IT MAY DEEM
APPROPRIATE TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION TO BE DISCLOSED;
(II) BY SUCH PARTY TO A BONA FIDE POTENTIAL AND ACTUAL PERMITTED ASSIGNEE IN
CONNECTION WITH A PROPOSED PERMITTED ASSIGNMENT OF THIS AGREEMENT UNDER
SECTION 11.1 OR TO INVESTMENT BANKERS, INVESTORS AND LENDERS, AND IN EACH SUCH
CASE THEIR DIRECTORS, EMPLOYEES, LEGAL COUNSEL, CONSULTANTS, ACCOUNTANTS,
AUDITORS AND ADVISORS, PROVIDED SUCH ASSIGNEE MUST BE BOUND PRIOR TO DISCLOSURE
BY CONFIDENTIALITY AND NON-DISCLOSURE RESTRICTIONS AT LEAST AS RESTRICTIVE AS
THOSE SET FORTH HEREIN, AND SUCH INVESTMENT BANKERS, INVESTORS AND LENDERS MUST
BE BOUND PRIOR TO DISCLOSURE BY COMMERCIALLY REASONABLE OBLIGATIONS OF
CONFIDENTIALITY; OR (III) BY SUCH PARTY IN ORDER TO ENFORCE AND EXPLOIT ITS
RIGHTS OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
8.2
THE PARTIES AGREE THAT THE PUBLIC ANNOUNCEMENT OF THE EXECUTION OF
THIS AGREEMENT WILL BE IN THE FORM OF A PRESS RELEASE TO BE AGREED UPON AND
ATTACHED HERETO AS ATTACHMENT B, AND THEREAFTER EACH PARTY WILL BE ENTITLED TO
MAKE OR PUBLISH ANY PUBLIC STATEMENT CONSISTENT WITH THE CONTENTS THEREOF.
THEREAFTER, THE PARTIES SHALL JOINTLY DISCUSS AND AGREE, BASED ON THE PRINCIPLES
OF THIS SECTION 8.2, ON ANY STATEMENT TO THE PUBLIC REGARDING THIS AGREEMENT OR
ANY ASPECT OF THIS AGREEMENT SUBJECT IN EACH CASE TO DISCLOSURE REQUIRED BY LAW
AS DETERMINED IN GOOD FAITH BY EACH PARTY.
8.3
IF A PARTY DETERMINES THAT IT IS REQUIRED BY APPLICABLE LAW TO
PUBLICLY FILE, REGISTER OR NOTIFY THIS AGREEMENT WITH A GOVERNMENTAL AUTHORITY,
INCLUDING PUBLIC FILINGS PURSUANT TO SECURITIES LAWS, IT WILL PROVIDE THE
PROPOSED REDACTED FORM OF THE AGREEMENT TO THE OTHER PARTY WITH A REASONABLE
AMOUNT OF TIME FOR THE OTHER PARTY TO REVIEW SUCH DRAFT AND AGREE UPON SUCH
9
REDACTED FORM OF THE AGREEMENT. THE PARTY MAKING SUCH FILING, REGISTRATION OR
NOTIFICATION WILL REQUEST, AND USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN,
CONFIDENTIAL TREATMENT OF ALL TERMS REDACTED FROM THIS AGREEMENT FOR A TERM OF
AT LEAST FIVE YEARS. EACH PARTY WILL BE RESPONSIBLE FOR ITS OWN LEGAL AND OTHER
EXTERNAL COSTS IN CONNECTION WITH ANY SUCH FILING, REGISTRATION OR NOTIFICATION.
8.4
Each party will disclose to the other party its results relating
to the clinical utility of any genetic marker covered by Licensed Patents in the
Licensed Field by providing a copy of any manuscript describing such results
promptly after its submission for publication. The receiving party will treat
such disclosure as confidential information of the disclosing party, and will
not disclose it to any third party prior to its publication.
Article IX - Patent Prosecution and Enforcement
9.1
DECODE WILL PROMPTLY AND VIGOROUSLY FILE, PROSECUTE AND MAINTAIN THE
LICENSED