CASE, OTHER THAN ROCHE ENTITIES
WHICH ARE NOT THEN AFFILIATES HEREUNDER) TO THE EXTENT NECESSARY TO RESEARCH,
DEVELOP OR COMMERCIALIZE ANY COLLABORATION COMPOUND OR LICENSED PRODUCT,
PROVIDED THAT SUCH PARTY SHALL OBTAIN CONFIDENTIALITY OBLIGATIONS FROM SUCH
THIRD PARTIES AT LEAST AS STRINGENT AS THE CONFIDENTIALITY PROVISIONS SET FORTH
IN THIS ARTICLE IX; AND (C) TO THE EXTENT NECESSARY TO PROSECUTE AND ENFORCE
ROCHE PATENT RIGHTS, SYNTA PATENT RIGHTS OR JOINT PATENT RIGHTS; IN EACH OF THE
FOREGOING CASES, SOLELY TO THE EXTENT APPLICABLE TO SUCH PARTY'S ACTIVITIES
UNDER THIS AGREEMENT.
FOR CLARITY, ROCHE MAY DISCLOSE CONFIDENTIAL INFORMATION
OF SYNTA TO CHUGAI, SOLELY TO THE EXTENT NECESSARY FOR CHUGAI TO BE ABLE TO
DETERMINE WHETHER TO DEVELOP OR COMMERCIALIZE ANY LICENSED COMPOUND OR LICENSED
PRODUCT ON ROCHE'S BEHALF HEREUNDER, PROVIDED THAT ROCHE SHALL OBTAIN
CONFIDENTIALITY OBLIGATIONS FROM CHUGAI AT LEAST AS STRINGENT AS THE
CONFIDENTIALITY PROVISIONS SET FORTH IN THIS ARTICLE IX.
9.2.
EXCEPTIONS.
NOTWITHSTANDING THE FOREGOING,
THE RECEIVING PARTY'S OBLIGATIONS UNDER SECTION 9.1 SHALL NOT APPLY TO ANY
CONFIDENTIAL INFORMATION THAT, AS SHOWN BY COMPETENT EVIDENCE:
9.2.1.
EITHER BEFORE OR AFTER THE DATE OF THE DISCLOSURE TO
THE RECEIVING PARTY IS LAWFULLY DISCLOSED TO THE RECEIVING PARTY BY THIRD
PARTIES WITHOUT ANY VIOLATION OF ANY OBLIGATION TO THE OTHER PARTY; OR
9.2.2.
EITHER BEFORE OR AFTER THE DATE OF THE DISCLOSURE TO
THE RECEIVING PARTY, BECOMES PUBLISHED OR GENERALLY KNOWN TO THE PUBLIC THROUGH
NO FAULT OR OMISSION ON THE PART OF THE RECEIVING PARTY OR ITS AGENTS; OR
9.2.3.
IS INDEPENDENTLY DEVELOPED BY OR FOR THE RECEIVING
PARTY WITHOUT REFERENCE TO OR RELIANCE UPON THE OTHER PARTY'S CONFIDENTIAL
INFORMATION AS DEMONSTRATED BY CONTEMPORANEOUS WRITTEN RECORDS OF THE RECEIVING
PARTY; OR
9.2.4.
IS REQUIRED TO BE DISCLOSED BY THE RECEIVING PARTY TO
COMPLY WITH APPLICABLE LAWS OR LEGAL PROCESS, INCLUDING THE RULES OR REGULATIONS
OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR SIMILAR REGULATORY AGENCY IN
ANY COUNTRY OTHER THAN THE UNITED STATES, OR OF ANY STOCK EXCHANGE, INCLUDING
NASDAQ, OR TO DEFEND OR PROSECUTE LITIGATION, PROVIDED THAT THE RECEIVING PARTY
PROMPTLY PROVIDES PRIOR NOTICE TO THE EXTENT PRACTICABLE OF SUCH DISCLOSURE TO
THE OTHER PARTY AND USES REASONABLE EFFORTS TO AVOID OR MINIMIZE THE DEGREE OF
SUCH DISCLOSURE.
9.3.
PUBLICATION RIGHTS.
DURING THE TERM OF THIS
AGREEMENT, THE FOLLOWING RESTRICTIONS SHALL APPLY WITH RESPECT TO DISCLOSURE BY
ANY PARTY OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
44
RELATING TO COLLABORATION COMPOUNDS, LICENSED COMPOUNDS OR THE LICENSED PRODUCT
IN ANY PUBLICATION OR PRESENTATION:
9.3.1.
CLINICAL TRIAL REGISTRIES.
BOTH PARTIES ACKNOWLEDGE
THAT IT IS THEIR POLICY FOR THE CLINICAL TRIALS WITH RESPECT TO THE LICENSED
PRODUCTS AND RESULTS THEREOF TO BE REGISTERED AND PUBLISHED IN ACCORDANCE WITH
THEIR INTERNAL GUIDELINES.
ROCHE, IN ACCORDANCE WITH ITS INTERNAL POLICIES AND
PROCEDURES, SHALL HAVE THE RIGHT TO