RESERVED BY SUCH
PARTY IN THIS AGREEMENT (INCLUDING, IN THE CASE OF CELGENE, THE RIGHTS TO
DEVELOP AND COMMERCIALIZE COLLABORATION COMPOUNDS, COLLABORATION BACK-UP
COMPOUNDS AND LICENSED PRODUCTS; AND IN THE CASE OF ARRAY, TO DEVELOP AND
COMMERCIALIZE DEVELOPMENT COMPOUNDS AND DEVELOPMENT BACK-UP COMPOUNDS FOR WHICH
THE CELGENE PRODUCT OPTION HAS EXPIRED OR BEEN TERMINATED AND ABANDONED
PRODUCTS; AND IN THE CASE OF EITHER PARTY, TO GRANT SUBLICENSES AS EXPRESSLY
PERMITTED HEREUNDER) AND COMPLYING WITH THE TERMS OF AGREEMENTS WITH THIRD
PARTIES; (B) TO THE EXTENT SUCH DISCLOSURE IS REASONABLY NECESSARY IN FILING
FOR, PROSECUTING OR MAINTAINING PATENTS, COPYRIGHTS AND TRADEMARKS (INCLUDING
APPLICATIONS THEREFOR), PROSECUTING OR DEFENDING LITIGATION, COMPLYING WITH
APPLICABLE GOVERNMENTAL REGULATIONS, OBTAINING AND MAINTAINING REGULATORY
APPROVALS (INCLUDING MARKETING APPROVALS), CONDUCTING PRECLINICAL OR CLINICAL
TRIALS, MARKETING LICENSED PRODUCTS (IN THE CASE OF CELGENE) OR PRODUCTS
CONTAINING DEVELOPMENT COMPOUNDS OR DEVELOPMENT BACK-UP COMPOUNDS FOR WHICH THE
CELGENE PRODUCT OPTION HAS EXPIRED OR BEEN TERMINATED AND/OR ABANDONED PRODUCTS
(IN THE CASE OF ARRAY), OR AS OTHERWISE REQUIRED BY APPLICABLE LAWS OR COURT
ORDER (INCLUDING SECURITIES LAWS, REGULATIONS AND GUIDANCES); PROVIDED, HOWEVER,
THAT IF A PARTY IS REQUIRED BY LAW OR REGULATION TO MAKE ANY SUCH DISCLOSURE OF
THE OTHER PARTY'S CONFIDENTIAL INFORMATION SUCH PARTY WILL, EXCEPT WHERE
IMPRACTICABLE FOR NECESSARY DISCLOSURES (FOR EXAMPLE IN THE EVENT OF MEDICAL
EMERGENCY), GIVE REASONABLE ADVANCE NOTICE TO THE OTHER PARTY OF SUCH DISCLOSURE
REQUIREMENT AND, EXCEPT TO THE EXTENT INAPPROPRIATE IN THE CASE OF PATENT
APPLICATIONS, WILL USE COMMERCIALLY
62
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
REASONABLE EFFORTS TO SECURE CONFIDENTIAL TREATMENT OF SUCH CONFIDENTIAL
INFORMATION REQUIRED TO BE DISCLOSED; (C) IN COMMUNICATION WITH EXISTING AND
POTENTIAL INVESTORS, CONSULTANTS, ADVISORS (INCLUDING FINANCIAL ADVISORS,
LAWYERS AND ACCOUNTANTS) OR OTHERS ON A NEED-TO-KNOW BASIS, IN EACH CASE UNDER
APPROPRIATE CONFIDENTIALITY PROVISIONS SUBSTANTIALLY SIMILAR TO THOSE IN THIS
AGREEMENT; OR (D) TO THE EXTENT MUTUALLY AGREED TO BY THE PARTIES.
10.3
SCIENTIFIC PUBLICATIONS.
DURING THE OPTION TERM FOR A PARTICULAR
TARGET, (A) NEITHER PARTY SHALL PUBLISH OR PRESENT THE RESULTS OF ACTIVITIES
CARRIED OUT UNDER THIS AGREEMENT WITH RESPECT TO SUCH TARGET, AND (B) TO THE
EXTENT ANY CLINICAL SITE OR INVESTIGATOR HAS ANY RIGHT TO PUBLISH, PRESENT OR
OTHERWISE PUBLICLY DISCLOSE ANY DATA OR RESULTS FROM ANY CLINICAL TRIAL
CONDUCTED HEREUNDER, THE PARTY CONTRACTING WITH SUCH CLINICAL SITE AND/OR
INVESTIGATOR SHALL REQUIRE SAME TO (I) PROVIDE EACH PARTY WITH A COPY OF EACH
PROPOSED PUBLICATION, PRESENTATION OR OTHER DISCLOSURE AND (II) GRANT EACH PARTY
THE RIGHT TO REVIEW, COMMENT ON, REQUIRE THE DELETION OF ITS CONFIDENTIAL
INFORMATION FROM AND DELAY, FOR THE PURPOSE OF FILING INTELLECTUAL PROPERTY
APPLICATIONS, SUBMISSION OF EACH SUCH PUBLICATION, PRESENTATION OR OTHER
DISCLOSURE OR PRESENTATION.
THEREAFTER, EACH PARTY SHALL HAVE THE RIGHT TO
PUBLISH ON THE PARTICULAR TARGET(S) TO WHICH IT HAS OR RETAINS RIGHTS HEREUNDER
(I.E., CELGENE SHALL