BE ALLOCATED [*].
18
10.8
COOPERATION WITH OTHER LICENSEES
NeoRx acknowledges that AnorMED may grant licenses to Third Parties under the
AnorMED Patents outside the Territory, and that such licenses may include rights
to permit such Third Parties to defend or enforce Patents within the AnorMED
Patents.
To the extend that AnorMED grants to a Third Party any license
including rights to defend or enforce Patents within AnorMED Patents, NeoRx will
use commercially reasonable efforts to cooperate with AnorMED and such Third
Party in the defense or enforcement of such Patents and, in connection with such
efforts, will use good faith efforts to determine, jointly with AnorMED and such
Third Party, the course of action, if any, necessary or appropriate to defend or
enforce such Patents, as applicable; provided that AnorMED includes provisions
in its license with such Third Party no less restrictive and comparable to this
Section 10.8.
10.9
INTERFERENCE PROCEEDINGS.
In the event that a party becomes aware of the declaration of any interference
proceeding by any patent authority in the Territory with respect to any Patent
within the AnorMED Patents, such party shall promptly notify the other party in
writing.
AnorMED shall have the right to represent and manage AnorMED's and
NeoRx' interests in such proceeding.
AnorMED and NeoRx shall assist one another
and co-operate in any such proceeding.
10.10
STATUS OF PROCEEDINGS.
The parties shall keep one another informed of the status of all of their
respective activities regarding any litigation or settlement thereof concerning
any Licensed Compound and/or Licensed Product.
ARTICLE 11 CONFIDENTIALITY; PUBLICITY; PUBLICATIONS.
11.1
OBLIGATION OF CONFIDENTIALITY.
It is contemplated that in the course of the performance of this Agreement each
party may, from time to time, disclose Confidential Information to the other.
Each party agrees:
(A)
TO KEEP AND USE IN STRICT CONFIDENCE ALL
CONFIDENTIAL INFORMATION OF THE OTHER PARTY AND TO NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, DISCLOSE ANY SUCH CONFIDENTIAL INFORMATION
TO ANY PERSON OR ENTITY OTHER THAN ITS AFFILIATES (FOR THIS PURPOSE, "CONTROL"
IN THE DEFINITION OF AFFILIATE SHALL MEAN DIRECT OR INDIRECT BENEFICIAL
OWNERSHIP OF [*] INTEREST IN THE INCOME OF A PERSON OR SUCH OTHER RELATIONSHIP
AS, IN FACT, CONSTITUTES ACTUAL CONTROL), CORPORATE COUNSEL, EMPLOYEES AND
CONTRACTORS WHO ARE UNDER AN OBLIGATION OF CONFIDENTIALITY ON TERMS
SUBSTANTIALLY SIMILAR TO THOSE SET OUT IN THIS AGREEMENT, WHO HAVE BEEN INFORMED
OF THE CONFIDENTIAL NATURE OF THE CONFIDENTIAL INFORMATION AND WHO REQUIRE SUCH
INFORMATION IN THE PERFORMANCE OF THEIR DUTIES;
(B)
NOT TO USE, COPY, DUPLICATE, REPRODUCE,
TRANSLATE OR ADAPT, EITHER DIRECTLY OR INDIRECTLY, ANY OF THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY FOR ANY PURPOSE OTHER THAN THE DEVELOPMENT AND
COMMERCIALIZATION OF THE LICENSED COMPOUNDS AND THE LICENSED PRODUCTS UNDER THIS
AGREEMENT, WITHOUT THE OTHER PARTY'S PRIOR WRITTEN APPROVAL;
(C)
THAT ALL COPIES, DUPLICATES, REPRODUCTIONS,
TRANSLATIONS OR ADAPTATIONS OF ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY
PERMITTED TO BE MADE HEREUNDER SHALL BE CLEARLY LABELLED AS CONFIDENTIAL; AND
(D)
TO USE COMMERCIALLY REASONABLE