UNTIL AN [***]), OR (II) TO THE EXTENT SUCH DISCLOSURE IS REASONABLY
NECESSARY IN FILING OR PROSECUTING PATENT, COPYRIGHT AND TRADEMARK APPLICATIONS,
PROSECUTING OR DEFENDING LITIGATION, COMPLYING WITH GOVERNMENTAL REGULATIONS,
OBTAINING REGULATORY APPROVAL, CONDUCTING PRECLINICAL OR CLINICAL TRIALS, OR
MARKETING PRODUCTS, IN EACH CASE IN ACCORDANCE WITH THIS AGREEMENT, OR AS
OTHERWISE REQUIRED BY LAW; PROVIDED, HOWEVER, THAT IF A PARTY (OR ITS AFFILIATE)
IS REQUIRED BY LAW TO MAKE ANY SUCH DISCLOSURE OF THE OTHER PARTY'S (OR ITS
AFFILIATE'S) CONFIDENTIAL INFORMATION IT WILL, EXCEPT WHERE IMPRACTICABLE FOR
NECESSARY DISCLOSURES, 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 ITS REASONABLE EFFORTS TO SECURE CONFIDENTIAL
TREATMENT OF SUCH CONFIDENTIAL INFORMATION REQUIRED TO BE DISCLOSED OR (III) TO
THE EXTENT MUTUALLY AGREED TO BY THE PARTIES.
9.4
TERMINATION OF PRIOR AGREEMENTS.
THIS AGREEMENT SUPERSEDES THE
CONFIDENTIAL DISCLOSURE AGREEMENT BETWEEN THE PARTIES (OR THEIR PREDECESSORS)
DATED SEPTEMBER 15, 2009, INCLUDING ALL MODIFICATIONS.
ALL INFORMATION
EXCHANGED BETWEEN THE PARTIES (OR THEIR AFFILIATES) UNDER THOSE AGREEMENTS SHALL
BE DEEMED CONFIDENTIAL INFORMATION AND SHALL BE SUBJECT TO THE TERMS OF THIS
ARTICLE IX.
9.5
403 MAD AND THE 403 BIOEQUIVALENCE TRIAL.
EXCEPT AS REQUIRED BY LAW
OR AS PERMITTED UNDER THIS SECTION 9.5 OR UNDER SECTION 12.1, DURING THE TERM OF
THIS AGREEMENT ARRAY SHALL NOT PUBLISH ANY INFORMATION ON ARRY-403 OR ANY OTHER
COMPOUND WITHOUT THE PRIOR WRITTEN CONSENT OF AMGEN.
NOTWITHSTANDING THE
FOREGOING, [***] TO THE EXTENT SUCH [***] AS OF THE EFFECTIVE DATE; PROVIDED,
HOWEVER, THAT ARRAY SHALL TO THE EXTENT PERMITTED UNDER ITS AGREEMENTS WITH SUCH
[***] AS OF THE EFFECTIVE DATE, (I) SUBMIT ANY PROPOSED PUBLICATION TO AMGEN AT
LEAST THIRTY (30) DAYS IN ADVANCE TO ALLOW AMGEN TO REVIEW AND COMMENT ON SUCH
PLANNED PUBLICATION, AND SHALL REASONABLY CONSIDER, AND USE REASONABLE EFFORTS
TO INCORPORATE, ALL AMGEN COMMENTS ON SUCH PUBLICATION; (II) POSTPONE THE
PUBLICATION FOR UP TO AN ADDITIONAL SIXTY (60) DAYS UPON REQUEST BY AMGEN IN
ORDER TO ALLOW THE CONSIDERATION OF APPROPRIATE PATENT APPLICATIONS OR OTHER
PROTECTION TO BE FILED ON INFORMATION CONTAINED IN THE PUBLICATION; (III) UPON
REQUEST OF AMGEN, REMOVE CONFIDENTIAL INFORMATION OF AMGEN FROM THE INFORMATION
INTENDED TO BE PUBLISHED; AND (IV) REASONABLY COOPERATE WITH AMGEN WITH RESPECT
TO THE HANDLING OF ANY COMPETITIVELY SENSITIVE INFORMATION IN SUCH POTENTIAL
PUBLICATION.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ARRAY OR ITS
CONTRACTORS PUBLISH OR OTHERWISE DISCLOSE THE CHEMICAL STRUCTURE OF ARRY-403.
9.6
PUBLICATIONS.
PRIOR TO INITIATION OF THE FIRST PHASE III OF A PRODUCT
CONTAINING ARRY-403, ANY PUBLICATION RELATING TO A CLINICAL TRIAL OF A PRODUCT
CONTAINING ARRY-403 SHALL INCLUDE IN THE DESCRIPTION OF SUCH PRODUCT THE ARRAY
COMPOUND NUMBER (I.E., ARRY-403).
AMGEN SHALL SUBMIT ANY PROPOSED PUBLICATION
CONTAINING CONFIDENTIAL INFORMATION OF ARRAY TO ARRAY AT LEAST THIRTY (30) DAYS
IN ADVANCE TO ALLOW ARRAY TO REVIEW SUCH PLANNED PUBLIC DISCLOSURE.
ARRAY WILL
PROMPTLY REVIEW SUCH PROPOSED PUBLICATION AND MAKE ANY OBJECTIONS THAT IT MAY
HAVE TO