and filed separately with the Commission.
in confidence by the Receiving Party and shall not otherwise be disclosed by the
Receiving Party to any Third Party, without the prior written consent of the
Disclosing Party with respect to such Confidential Information, except to the
extent that the Confidential Information:
(A)
WAS KNOWN BY THE RECEIVING
PARTY OR ITS AFFILIATES PRIOR TO ITS DATE OF DISCLOSURE TO THE RECEIVING PARTY;
OR
(B)
IS LAWFULLY DISCLOSED TO THE
RECEIVING PARTY OR ITS AFFILIATES BY SOURCES OTHER THAN THE DISCLOSING PARTY
RIGHTFULLY IN POSSESSION OF THE CONFIDENTIAL INFORMATION; OR
(C)
BECOMES PUBLISHED OR GENERALLY
KNOWN TO THE PUBLIC THROUGH NO FAULT OR OMISSION ON THE PART OF THE RECEIVING
PARTY, ITS AFFILIATES OR ITS SUBLICENSEES; OR
(D)
IS INDEPENDENTLY DEVELOPED BY OR
FOR THE RECEIVING PARTY OR ITS AFFILIATES WITHOUT REFERENCE TO OR RELIANCE UPON
SUCH CONFIDENTIAL INFORMATION, AS ESTABLISHED BY WRITTEN RECORDS.
Specific information shall not be deemed to be within any of the foregoing
exclusions merely because it is embraced by more general information falling
within those exclusions.
12.2
Permitted Disclosure.
The Receiving Party may
provide the Disclosing Party's Confidential Information:
(A)
TO THE RECEIVING PARTY'S
RESPECTIVE EMPLOYEES, CONSULTANTS AND ADVISORS, AND TO THE EMPLOYEES,
CONSULTANTS AND ADVISORS OF SUCH PARTY'S AFFILIATES, WHO HAVE A NEED TO KNOW
SUCH INFORMATION AND MATERIALS FOR PERFORMING OBLIGATIONS OR EXERCISING RIGHTS
EXPRESSLY GRANTED UNDER THIS AGREEMENT AND HAVE AN OBLIGATION TO TREAT SUCH
INFORMATION AND MATERIALS AS CONFIDENTIAL;
(B)
TO PATENT OFFICES IN ORDER TO
SEEK OR OBTAIN PATENT RIGHTS OR TO REGULATORY AUTHORITIES IN ORDER TO SEEK OR
OBTAIN APPROVAL TO CONDUCT CLINICAL TRIALS OR TO GAIN REGULATORY APPROVAL WITH
RESPECT TO THE LICENSED PRODUCT AS CONTEMPLATED BY THIS AGREEMENT; PROVIDED,
THAT SUCH DISCLOSURE MAY BE MADE ONLY FOLLOWING REASONABLE NOTICE TO THE
DISCLOSING PARTY AND TO THE EXTENT REASONABLY NECESSARY TO SEEK OR OBTAIN SUCH
PATENT RIGHTS OR APPROVALS; OR
(C)
IF SUCH DISCLOSURE IS REQUIRED
BY LAW OR TO DEFEND OR PROSECUTE LITIGATION OR ARBITRATION; PROVIDED, THAT PRIOR
TO SUCH DISCLOSURE, TO THE EXTENT PERMITTED BY LAW, THE RECEIVING PARTY PROMPTLY
NOTIFIES THE DISCLOSING PARTY OF SUCH REQUIREMENT AND FURNISHES ONLY THAT
PORTION OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION THAT THE RECEIVING
PARTY IS LEGALLY REQUIRED TO FURNISH.
12.3
Publicity; Attribution; Terms of this Agreement;
Non-Use of Names.
(A)
EXCEPT AS REQUIRED BY JUDICIAL
ORDER OR APPLICABLE LAW OR AS SET FORTH BELOW, NEITHER PARTY SHALL MAKE ANY
PUBLIC ANNOUNCEMENT CONCERNING THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED.
THE PARTY PREPARING ANY SUCH PUBLIC ANNOUNCEMENT SHALL PROVIDE THE
OTHER PARTY WITH A DRAFT THEREOF AT LEAST *** PRIOR TO THE DATE ON WHICH SUCH
PARTY WOULD LIKE
72
*** Confidential material redacted and filed separately with the Commission.
TO MAKE THE PUBLIC ANNOUNCEMENT.
NOTWITHSTANDING THE FOREGOING, THE PARTIES
SHALL EACH ISSUE A SEPARATE PRESS RELEASE, IN THE FORMS ATTACHED AS EXHIBIT G,
WITHIN ONE (1) BUSINESS DAY