AFTER THE EFFECTIVE DATE TO ANNOUNCE THE EXECUTION
OF THIS AGREEMENT AND DESCRIBE THE MATERIAL FINANCIAL AND OPERATIONAL TERMS OF
THIS AGREEMENT.
NEITHER PARTY SHALL USE THE NAME, TRADEMARK, TRADE NAME OR LOGO
OF THE OTHER PARTY OR ITS EMPLOYEES IN ANY PUBLICITY OR NEWS RELEASE RELATING TO
THIS AGREEMENT OR ITS SUBJECT MATTER, WITHOUT THE PRIOR EXPRESS WRITTEN
PERMISSION OF THE OTHER PARTY.
(B)
NOTWITHSTANDING THE TERMS OF
THIS ARTICLE XII,
(I)
EITHER PARTY SHALL BE PERMITTED TO
DISCLOSE THE EXISTENCE AND TERMS OF THIS AGREEMENT TO THE EXTENT REQUIRED, IN
THE REASONABLE OPINION OF SUCH PARTY'S LEGAL COUNSEL, TO COMPLY WITH APPLICABLE
LAWS, INCLUDING THE RULES AND REGULATIONS PROMULGATED BY THE SEC OR ANY OTHER
GOVERNMENTAL AUTHORITY.
NOTWITHSTANDING THE FOREGOING, BEFORE DISCLOSING THIS
AGREEMENT OR ANY OF THE TERMS HEREOF PURSUANT TO THIS SECTION 12.3(B), THE
PARTIES WILL COORDINATE IN ADVANCE WITH EACH OTHER IN CONNECTION WITH THE
REDACTION OF CERTAIN PROVISIONS OF THIS AGREEMENT WITH RESPECT TO ANY FILINGS
WITH THE SEC, LONDON STOCK EXCHANGE, THE UK LISTING AUTHORITY, NYSE, THE NASDAQ
STOCK MARKET OR ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES ISSUED BY A PARTY
OR A PARTY'S AFFILIATE ARE TRADED, AND EACH PARTY WILL USE COMMERCIALLY
REASONABLE EFFORTS TO SEEK CONFIDENTIAL TREATMENT FOR SUCH TERMS AS MAY BE
REASONABLY REQUESTED BY THE OTHER PARTY; PROVIDED THAT EACH PARTY WILL
ULTIMATELY RETAIN CONTROL OVER WHAT INFORMATION THAT PARTY DISCLOSES TO THEIR
RELEVANT EXCHANGE, AND PROVIDED FURTHER THAT THE PARTIES WILL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO FILE REDACTED VERSIONS WITH ANY GOVERNING
BODIES WHICH ARE CONSISTENT WITH REDACTED VERSIONS PREVIOUSLY FILED WITH ANY
OTHER GOVERNING BODIES.
OTHER THAN SUCH OBLIGATION, NEITHER PARTY (NOR ITS
AFFILIATES) WILL BE OBLIGATED TO CONSULT WITH OR OBTAIN APPROVAL FROM THE OTHER
PARTY WITH RESPECT TO ANY FILINGS TO THE SEC, LONDON STOCK EXCHANGE, THE UK
LISTING AUTHORITY, NYSE, THE NASDAQ STOCK MARKET OR ANY OTHER STOCK EXCHANGE
(II)
EITHER PARTY MAY DISCLOSE THE EXISTENCE
AND TERMS OF THIS AGREEMENT IN CONFIDENCE TO ITS ATTORNEYS AND ADVISORS, AND TO
POTENTIAL ACQUIRERS (AND THEIR RESPECTIVE PROFESSIONAL ATTORNEYS AND ADVISORS),
IN CONNECTION WITH A POTENTIAL MERGER, ACQUISITION OR REORGANIZATION AND TO
EXISTING AND POTENTIAL INVESTORS OR LENDERS OF SUCH PARTY, AS A PART OF THEIR
DUE DILIGENCE INVESTIGATIONS, OR TO EXISTING AND POTENTIAL LICENSEES OR
SUBLICENSEES OR TO PERMITTED ASSIGNEES, IN EACH CASE UNDER AN AGREEMENT TO KEEP
THE TERMS OF CONFIDENTIALITY AND NON-USE SUBSTANTIALLY NO LESS RIGOROUS THAN THE
TERMS CONTAINED IN THIS AGREEMENT AND TO USE SUCH INFORMATION SOLELY FOR THE
PURPOSE PERMITTED PURSUANT TO THIS SECTION 12.3(B).
(III)
EITHER PARTY MAY ISSUE A PRESS RELEASE OR
MAKE A PUBLIC DISCLOSURE RELATING TO THIS AGREEMENT OR THE SUPPLY AGREEMENT OR
THE PARTIES' ACTIVITIES UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH DISCLOSURE
DESCRIBES THE COMMENCEMENT AND/OR "TOP-LINE" RESULTS OF CLINICAL TRIALS OF THE
LICENSED PRODUCT, THE ACHIEVEMENT OF ANY DEVELOPMENT EVENTS WITH RESPECT TO THE
LICENSED PRODUCT OR THE FILING FOR OR RECEIPT OF REGULATORY APPROVAL WITH
RESPECT TO THE LICENSED