LIMITED TO THE MAXIMUM EXTENT POSSIBLE CONSISTENT
WITH SUCH RIGHTS AND RESPONSIBILITIES, AND SHALL ONLY BE MADE TO PERSONS WHO ARE
BOUND BY WRITTEN CONFIDENTIALITY OBLIGATIONS TO MAINTAIN THE CONFIDENTIALITY
THEREOF AND NOT TO USE SUCH CONFIDENTIAL INFORMATION EXCEPT AS EXPRESSLY
PERMITTED BY THIS AGREEMENT.
ACCESS AND ILI EACH AGREE NOT TO DISCLOSE THE
OTHER PARTY'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTY UNDER ANY CIRCUMSTANCE
WITHOUT PRIOR WRITTEN APPROVAL FROM THE OTHER PARTY, EXCEPT AS OTHERWISE
REQUIRED BY LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT.
EACH PARTY SHALL TAKE SUCH ACTION, AND SHALL CAUSE ITS AFFILIATES AND
SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE THE CONFIDENTIALITY OF THE OTHER
PARTY'S CONFIDENTIAL INFORMATION AS IT WOULD CUSTOMARILY TAKE TO PRESERVE THE
CONFIDENTIALITY OF ITS OWN CONFIDENTIAL MATERIALS, WHICH SHALL NOT, IN ANY
EVENT, BE LESS THAN REASONABLE CARE.
EACH PARTY, UPON THE OTHER'S REQUEST, WILL
RETURN ALL THE OTHER PARTY'S CONFIDENTIAL INFORMATION DISCLOSED TO IT BY THE
OTHER PARTY PURSUANT TO THIS AGREEMENT, INCLUDING ALL COPIES AND EXTRACTS OF
DOCUMENTS, WITHIN SIXTY (60) DAYS OF THE REQUEST FOLLOWING THE TERMINATION OF
THIS AGREEMENT, PROVIDED THAT, A PARTY MAY RETAIN CONFIDENTIAL INFORMATION OF
THE OTHER PARTY RELATING TO ANY LICENSE OR RIGHT TO USE TECHNOLOGY WHICH
SURVIVES SUCH TERMINATION AND ONE COPY OF ALL OTHER CONFIDENTIAL INFORMATION MAY
BE RETAINED IN INACTIVE ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE
CONTENTS THEREOF.
4.2
PUBLICITY.
NEITHER PARTY MAY PUBLICLY DISCLOSE THE TERMS OF THIS
AGREEMENT OR THE STATUS OR CONTENT OF THE RESEARCH PROGRAM WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT EITHER PARTY MAY
MAKE SUCH A DISCLOSURE (A) TO THE EXTENT REQUIRED BY LAW OR BY THE REQUIREMENTS
OF ANY NATIONALLY RECOGNIZED SECURITIES EXCHANGE, QUOTATION SYSTEM OR
OVER-THE-COUNTER MARKET ON WHICH SUCH PARTY HAS ITS SECURITIES LISTED OR TRADED
OR (B) TO ANY ACTUAL OR PROSPECTIVE ACQUIRORS, REAL ESTATE OR EQUIPMENT LESSORS,
INVESTORS, LENDERS AND OTHER POTENTIAL FINANCING SOURCES WHO ARE OBLIGATED TO
KEEP SUCH INFORMATION CONFIDENTIAL.
IN THE EVENT THAT SUCH DISCLOSURE IS
REQUIRED BY THE FOREGOING CLAUSE (A), THE DISCLOSING PARTY SHALL MAKE REASONABLE
EFFORTS TO PROVIDE THE OTHER PARTY WITH NOTICE BEFOREHAND AND TO COORDINATE WITH
THE OTHER PARTY TO THE MAXIMUM EXTENT POSSIBLE WITH RESPECT TO THE WORDING AND
TIMING OF ANY SUCH DISCLOSURE.
THE PARTIES SHALL MUTUALLY AGREE ON A PRESS
RELEASE ANNOUNCING THE EXECUTION OF THIS AGREEMENT TO BE ISSUED IMMEDIATELY
FOLLOWING THE EXECUTION HEREOF.
IF EITHER PARTY WISHES TO ISSUE ANY FURTHER
PRESS RELEASE REGARDING THE RESEARCH PROGRAM, IT SHALL FURNISH A COPY TO THE
OTHER PARTY, WHICH SHALL REVIEW SUCH PRESS RELEASE AND PROVIDE ANY COMMENTS
WITHIN TWO (2) BUSINESS DAYS.
ONCE ANY WRITTEN STATEMENT IS APPROVED FOR PUBLIC
DISCLOSURE BY BOTH PARTIES, EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC DISCLOSURE
OF THE CONTENTS OF SUCH STATEMENT WITHOUT THE FURTHER APPROVAL OF THE OTHER
PARTY.
5.
JOINT SCIENCE COMMITTEE.
5.1
Formation.
Within thirty (30) days after the Effective Date, the
Parties will establish a Joint Science Committee