APPLICATIONS, SUBJECT TO CONSULTATION WITH THE DISCLOSING PARTY AS TO THE
CONTENT OF SUCH PATENT APPLICATIONS PRIOR TO FILING OTHER THAN AS SET FORTH IN
SECTION 10.6, OR (E) MAKING A PERMITTED SUBLICENSE OR OTHERWISE EXERCISING
LICENSE RIGHTS EXPRESSLY GRANTED PURSUANT TO THIS AGREEMENT. TDCC AND SYMYX
SHALL NOT (AND AGREE THAT THEIR AFFILIATES SHALL NOT) DISCLOSE CONFIDENTIAL
INFORMATION RECEIVED FROM THE OTHER PARTY UNDER THIS AGREEMENT AS PERMITTED BY
12.2(II)(A) OR (E), EXCEPT PURSUANT TO AN AGREEMENT OF CONFIDENTIALITY WITH
TERMS REASONABLY EQUIVALENT TO THOSE APPLICABLE TO THE PARTY TO THIS AGREEMENT
THAT RECEIVED THE INFORMATION FROM THE OTHER. IF A PARTY TO THIS AGREEMENT IS
REQUIRED TO MAKE ANY DISCLOSURE PURSUANT TO 12.2(II)(B), (C) OR (D) OF
CONFIDENTIAL INFORMATION RECEIVED, IT WILL GIVE REASONABLE ADVANCE NOTICE TO THE
OTHER PARTY TO THIS AGREEMENT AND WILL USE REASONABLE EFFORTS TO SECURE
CONFIDENTIAL TREATMENT OF SUCH INFORMATION (WHETHER THROUGH PROTECTIVE ORDER OR
OTHERWISE), EXCEPT TO THE EXTENT INAPPROPRIATE IN THE CASE OF PATENT
APPLICATIONS.
12.3
NONDISCLOSURE OF TERMS.
EACH OF THE PARTIES
HERETO AGREES NOT TO DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, EXCEPT TO SUCH PARTY'S ATTORNEYS, ADVISORS,
INVESTORS AND OTHERS ON A NEED TO KNOW BASIS UNDER CIRCUMSTANCES THAT REASONABLY
ENSURE THE CONFIDENTIALITY THEREOF EITHER: (I) IN CONNECTION WITH EXERCISING THE
RIGHTS AND LICENSES GRANTED HEREUNDER, OR PROSECUTING OR
Confidential
46
DEFENDING LITIGATION, (II) IN CONNECTION WITH NEGOTIATION OF A SUBLICENSE,
MANUFACTURE OR SALE OF A PRODUCT OR AN AGREEMENT COMPOUND, OR (III) TO THE
EXTENT REQUIRED BY LAW.
NOTWITHSTANDING THE FOREGOING, THE PARTIES SHALL AGREE
UPON A PRESS RELEASE TO ANNOUNCE THE EXECUTION OF THIS AGREEMENT OR DEVELOPMENTS
UNDER THIS AGREEMENT, AND SYMYX AND TDCC MAY EACH THEREAFTER DISCLOSE TO THIRD
PARTIES THE INFORMATION CONTAINED IN SUCH PRESS RELEASE WITHOUT THE NEED FOR
FURTHER APPROVAL BY THE OTHER.
12.4
PUBLICATION OF RESULTS.
ANY MANUSCRIPT OR OTHER
PUBLIC DISCLOSURE BY SYMYX OR TDCC DESCRIBING THE SCIENTIFIC RESULTS OF THE
RESEARCH PROGRAM TO BE PUBLISHED WITHIN THE PROGRAM TERM, OR WITHIN * AFTER THE
END OF THE PROGRAM TERM, SHALL BE PROVIDED TO THE OTHER PARTY FOR REVIEW AT
LEAST * PRIOR TO ITS SUBMISSION, EXCEPT THAT PATENT APPLICATIONS WHICH MAY BE
PUBLISHED SHALL BE SUBJECT ONLY TO THE REVIEW DESCRIBED IN SECTION 10.6.
FURTHER, TO AVOID THE LOSS OF PATENT RIGHTS AS A RESULT OF PREMATURE PUBLIC
DISCLOSURE OF PATENTABLE INFORMATION, THE REVIEWING PARTY MAY, WITHIN * OF
RECEIVING SUCH A PROPOSED DISCLOSURE, NOTIFY THE PUBLISHING PARTY IN WRITING
THAT THE REVIEWING PARTY DESIRES TO FILE A PATENT APPLICATION ON ANY INVENTION
DISCLOSED IN SUCH SCIENTIFIC RESULTS, IN WHICH CASE THE PUBLISHING PARTY SHALL
WITHHOLD PUBLICATION OR DISCLOSURE OF SUCH SCIENTIFIC RESULTS UNTIL THE EARLIER
OF (I) THE TIME THE PATENT APPLICATION IS FILED THEREON, (II) THE TIME THE
PARTIES BOTH DETERMINE, AFTER CONSULTATION, THAT NO PATENTABLE INVENTION EXISTS,
OR (III) * AFTER THE PUBLISHING PARTY RECEIVED