THAT THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY CONSTITUTES
HIGHLY VALUABLE AND PROPRIETARY CONFIDENTIAL INFORMATION.
ACCESS AND IG EACH
AGREES THAT DURING THE TERM AND FOR FIVE (5) YEARS THEREAFTER, IT WILL KEEP
CONFIDENTIAL, AND WILL CAUSE ITS EMPLOYEES, CONSULTANTS, AFFILIATES AND
SUBLICENSEES TO KEEP CONFIDENTIAL, ALL OF THE CONFIDENTIAL INFORMATION OF THE
OTHER PARTY.
NEITHER ACCESS NOR IG NOR ANY OF THEIR RESPECTIVE EMPLOYEES,
CONSULTANTS, AFFILIATES AND SUBLICENSEES SHALL USE THE CONFIDENTIAL INFORMATION
OF THE OTHER PARTY FOR ANY PURPOSE EXCEPT AS EXPRESSLY PERMITTED IN THIS
AGREEMENT.
4.1.2.
LIMITED DISCLOSURE OF CONFIDENTIAL INFORMATION.
ACCESS AND IG EACH AGREE THAT ANY DISCLOSURE OF THE CONFIDENTIAL INFORMATION TO
ANY OF ITS EMPLOYEES, CONSULTANTS, AFFILIATES OR SUBLICENSEES SHALL BE MADE ONLY
IF AND TO THE EXTENT NECESSARY TO CARRY OUT ITS RIGHTS AND RESPONSIBILITIES
UNDER THIS AGREEMENT, SHALL BE 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 IG EACH AGREE NOT TO DISCLOSE THE
CONFIDENTIAL INFORMATION TO ANY THIRD PARTY UNDER ANY CIRCUMSTANCE
6
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
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 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