PRODUCTS.
(C)
PATENT PROSECUTION.
A PARTY MAY DISCLOSE THE OTHER PARTY'S CONFIDENTIAL
INFORMATION TO THE EXTENT SUCH DISCLOSURE OCCURS IN THE FILING OR PUBLICATION OF
ANY PATENT APPLICATION OR PATENT ON INVENTIONS, SUBJECT TO THE PROVISIONS OF
SECTION 8.6.
ARRAY AGREES THAT THE PROVISIONS OF SECTION 9.3 SHALL APPLY TO
DISCLOSURES BY ARRAY OF ARRAY CONFIDENTIAL INFORMATION IN PATENT APPLICATIONS.
(D)
PUBLICATIONS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ARRAY SHALL NOT
DISCLOSE BY ANY MEANS (INCLUDING ELECTRONICALLY) ANY INFORMATION RELATED TO
COMPOUNDS DISCOVERED UNDER THE RESEARCH PLAN OR COLLABORATION TARGETS, OR THE
IDENTITY OR PROPERTIES OF OTHER CHEMICAL ENTITIES KNOWN BY ARRAY TO BE
COMPOUNDS, WITHOUT GENENTECH'S PRIOR WRITTEN CONSENT, WHICH CONSENT IS IN ITS
SOLE DISCRETION.
SUBJECT TO THE PRECEDING SENTENCE, IN THE EVENT A PARTY WISHES
TO PUBLISH OR ORALLY PRESENT INFORMATION RELATING TO OR ARISING FROM THE
RESEARCH PROGRAM, SUCH PARTY SHALL SUBMIT TO THE OTHER PARTY ALL MATERIALS
RELATED TO THE PROPOSED PUBLICATION OR PRESENTATION (INCLUDING, WITHOUT
LIMITATION, POSTERS, ABSTRACTS, MANUSCRIPTS AND WRITTEN DESCRIPTIONS OF ORAL
PRESENTATIONS) AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE OF SUBMISSION FOR
PUBLICATION OR THE DATE OF PRESENTATION, WHICHEVER IS EARLIER, OF ANY OF SUCH
SUBMITTED MATERIALS.
THE OTHER PARTY SHALL REVIEW SUCH SUBMITTED MATERIALS AND
RESPOND TO THE SUBMITTING PARTY AS SOON AS REASONABLY POSSIBLE, BUT IN ANY CASE
WITHIN THIRTY (30) DAYS OF RECEIPT THEREOF.
AT THE REQUEST OF THE REVIEWING
PARTY, THE SUBMITTING PARTY SHALL MODIFY OR DELETE FROM SUCH PROPOSED
PUBLICATION OR PRESENTATION ANY CONFIDENTIAL INFORMATION OF THE REVIEWING
PARTY.
IN THE EVENT THE REVIEWING PARTY DOES NOT RESPOND WITHIN THE PERIOD
SPECIFIED ABOVE, THE SUBMITTING PARTY WILL BE FREE TO MAKE SUCH PROPOSED
PUBLICATION OR PRESENTATION.
(E)
OTHER PERMITTED DISCLOSURE.
A RECEIVING PARTY MAY DISCLOSE AND GRANT USE
OF PARTICULAR CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO SUCH RECEIVING
PARTY'S PERMITTED SUBLICENSEES, AGENTS, CONSULTANTS, CLINICAL INVESTIGATORS,
COLLABORATORS OR CONTRACTORS AS SUCH RECEIVING PARTY REASONABLY DETERMINES IS
NECESSARY TO RECEIVE THE BENEFITS OF OR FULFILL ITS OBLIGATIONS PURSUANT TO THIS
AGREEMENT; PROVIDED, HOWEVER, ANY SUCH PERMITTED SUBLICENSEES, AGENTS,
CONSULTANTS, CLINICAL INVESTIGATORS, COLLABORATORS OR CONTRACTORS MUST BE
OBLIGATED TO SUBSTANTIALLY THE SAME EXTENT AS SET FORTH IN SECTION 9.1 TO HOLD
IN CONFIDENCE AND NOT MAKE USE OF SUCH CONFIDENTIAL INFORMATION FOR ANY PURPOSE
OTHER THAN THOSE PERMITTED BY THIS AGREEMENT.
NOTHING IN THIS ARTICLE 9 SHALL
RESTRICT EITHER PARTY FROM USING OR DISCLOSING ANY OF ITS OWN CONFIDENTIAL
INFORMATION FOR ANY PURPOSE WHATSOEVER.
FURTHER, A RECEIVING PARTY MAY DISCLOSE
CONFIDENTIAL INFORMATION RECEIVED UNDER THIS AGREEMENT TO EXISTING OR POTENTIAL
INVESTORS, ACQUIRERS, MERGER PARTNERS, COLLABORATORS OR LICENSEES, OR TO
PROFESSIONAL ADVISORS (E.G.,
ATTORNEYS, ACCOUNTANTS AND PROSPECTIVE INVESTMENT
BANKERS) INVOLVED IN SUCH ACTIVITIES, FOR THE LIMITED PURPOSE OF EVALUATING SUCH
INVESTMENT, TRANSACTION, OR LICENSE AND UNDER APPROPRIATE CONDITIONS
25
OF CONFIDENTIALITY, ONLY TO THE EXTENT NECESSARY AND WITH THE AGREEMENT BY THESE
PERMITTED INDIVIDUALS TO MAINTAIN SUCH CONFIDENTIAL INFORMATION IN STRICT
CONFIDENCE.
9.3 Patent Applications.
Array agrees that, prior to filing a patent
application that discloses any