ONO'S REQUEST, ARRAY AGREES THAT ONO SHALL BE ENTITLED TO
REGISTER, AT ONO'S SOLE EXPENSE, "TSUJO JISSHIKEN TOHROKU" WITH RESPECT TO THE
COLLABORATION PATENT IN ACCORDANCE WITH PATENT LAW OF JAPAN, OR OTHER SIMILAR
RIGHTS IN ACCORDANCE WITH PATENT LAW IN ANY OTHER COUNTRY, IF ANY.
ARRAY SHALL
RENDER REASONABLE ASSISTANCE FOR SUCH REGISTRATION BY ONO, INCLUDING, BUT NOT
LIMITED TO, PROVIDING ONO WITH ANY DOCUMENTS REASONABLY NECESSARY FOR SUCH
REGISTRATION PROVIDED, HOWEVER, THAT ONO SHALL PROMPTLY CANCEL SUCH REGISTRATION
OF TSUJO JISSHIKEN TOHROKU AND/OR OTHER SIMILAR RIGHTS IN THE EVENT OF THE
RETURN OF LICENSES AND RIGHTS BY ONO TO ARRAY PURSUANT TO ARTICLE 11 OF THIS
AGREEMENT OR IN THE EVENT ONO CEASES TO SELL THE COLLABORATION PRODUCT
CONTAINING AN ACTIVE COMPOUND OR ACTIVE CLAIMED COMPOUND DURING THE TERM OF THIS
AGREEMENT.
ARTICLE 8
CONFIDENTIALITY
8.1
CONFIDENTIAL
INFORMATION.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PARTIES AGREE
THAT, FOR THE TERM OF THIS AGREEMENT, THE RECEIVING PARTY SHALL NOT DISCLOSE TO
ANY THIRD PARTY OR USE FOR ANY PURPOSE ANY CONFIDENTIAL INFORMATION FURNISHED TO
IT BY THE DISCLOSING PARTY HERETO PURSUANT TO THIS AGREEMENT, OR THE
COLLABORATION KNOW-HOW.
FOR PURPOSES OF THIS ARTICLE 8, "CONFIDENTIAL
INFORMATION" SHALL MEAN ANY INFORMATION, WHICH IF DISCLOSED IN TANGIBLE FORM IS
MARKED "CONFIDENTIAL" OR WITH OTHER SIMILAR DESIGNATION TO INDICATE ITS
CONFIDENTIAL OR PROPRIETARY NATURE, OR, IF DISCLOSED ORALLY, IS INDICATED ORALLY
TO BE CONFIDENTIAL OR PROPRIETARY AT THE TIME OF SUCH DISCLOSURE AND IS
CONFIRMED IN WRITING AS CONFIDENTIAL OR PROPRIETARY WITHIN FORTY-FIVE (45) DAYS
AFTER SUCH DISCLOSURE.
IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE
COLLABORATION KNOW-HOW SHALL BE THE CONFIDENTIAL INFORMATION OF BOTH OF THE
PARTIES, AND NEITHER PARTY SHALL DISCLOSE SUCH COLLABORATION KNOW-HOW AS
CONFIDENTIAL INFORMATION TO A THIRD PARTY WITHOUT THE WRITTEN CONSENT OF THE
OTHER PARTY; PROVIDED, HOWEVER, THAT ONO MAY DISCLOSE SUCH COLLABORATION
KNOW-HOW TO ITS POTENTIAL LICENSEE FOR SEEKING BUSINESS RELATIONSHIP.
NOTWITHSTANDING THE FOREGOING, THE CONFIDENTIAL INFORMATION SHALL NOT INCLUDE
ANY INFORMATION THAT:
(a)
was already known to the
receiving Party, other than under an obligation of confidentiality, at the time
of disclosure;
(b)
was generally available to
the public or otherwise part of the public domain at the time of its disclosure
to the receiving Party;
(c)
became generally available
to the public or otherwise part of the public domain after its disclosure and
other than through any act or omission of the receiving Party in breach of this
Agreement;
(d)
was independently developed
by the receiving Party as demonstrated by documented evidence prepared
contemporaneously with such independent development; or
19
(E)
WAS DISCLOSED TO THE RECEIVING PARTY, OTHER
THAN UNDER AN OBLIGATION OF CONFIDENTIALITY, BY A THIRD PARTY WHO HAD NO
OBLIGATION TO THE DISCLOSING PARTY NOT TO DISCLOSE SUCH INFORMATION TO OTHERS.
8.2
PERMITTED USE AND
DISCLOSURES.
EACH PARTY HERETO MAY USE OR DISCLOSE THE CONFIDENTIAL INFORMATION
AND THE COLLABORATION KNOW-HOW DISCLOSED TO IT BY THE OTHER PARTY TO THE EXTENT
SUCH USE OR DISCLOSURE IS REASONABLY NECESSARY