AND PERMITTED IN THE EXERCISE OF
THE RIGHTS GRANTED HEREUNDER IN FILING OR PROSECUTING PATENT APPLICATIONS,
PROSECUTING OR DEFENDING LITIGATION, COMPLYING WITH APPLICABLE GOVERNMENTAL
LAWS, REGULATIONS OR COURT ORDER OR OTHERWISE SUBMITTING INFORMATION TO TAX OR
OTHER GOVERNMENTAL AUTHORITIES, CONDUCTING CLINICAL TRIALS, OR MAKING A
PERMITTED SUBLICENSE OR OTHERWISE EXERCISING LICENSE RIGHTS EXPRESSLY GRANTED BY
THE OTHER PARTY TO IT PURSUANT TO THE TERMS OF THIS AGREEMENT, PROVIDED THAT IF
A PARTY IS REQUIRED TO MAKE ANY SUCH DISCLOSURE, OTHER THAN PURSUANT TO A
CONFIDENTIALITY AGREEMENT, IT WILL GIVE REASONABLE ADVANCE NOTICE TO THE OTHER
PARTY OF SUCH DISCLOSURE AND, SAVE TO THE EXTENT INAPPROPRIATE IN THE CASE OF
PATENT APPLICATIONS, WILL USE ITS REASONABLE EFFORTS TO SECURE CONFIDENTIAL
TREATMENT OF SUCH INFORMATION IN CONSULTATION WITH THE OTHER PARTY PRIOR TO ITS
DISCLOSURE (WHETHER THROUGH PROTECTIVE ORDERS OR OTHERWISE) AND DISCLOSE ONLY
THE MINIMUM NECESSARY TO COMPLY WITH SUCH REQUIREMENTS.
8.3
TERMINATION OF PRIOR
AGREEMENT.
THIS AGREEMENT SUPERSEDES THE CONFIDENTIALITY AGREEMENT BETWEEN THE
PARTIES DATED APRIL 12, 2005.
ALL INFORMATION EXCHANGED BETWEEN THE PARTIES
UNDER THE CONFIDENTIALITY AGREEMENT SHALL BE DEEMED THE CONFIDENTIAL INFORMATION
AND SHALL BE SUBJECT TO THE TERMS OF THIS ARTICLE 8.
8.4
PUBLICITY/USE OF THE
NAME.
EACH PARTY AGREES NOT TO DISCLOSE TO ANY THIRD PARTY THE FINANCIAL TERMS
OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO,
EXCEPT TO ADVISORS, INVESTORS AND OTHERS ON A NEED-TO-KNOW BASIS UNDER
CIRCUMSTANCES THAT REASONABLY ENSURE THE CONFIDENTIALITY THEREOF, OR TO THE
EXTENT REQUIRED BY LAW.
NOTWITHSTANDING THE FOREGOING, THE PARTIES SHALL
DISCUSS THE TIMING AND CONTENTS OF A PRESS RELEASE TO ANNOUNCE THE EXECUTION OF
THIS AGREEMENT, THE ACHIEVEMENT OF DEVELOPMENT MILESTONE FOR A COLLABORATION
PRODUCT OR THE PROGRESS OF THE COLLABORATION AND MAKE SUCH PRESS RELEASE IF THE
PARTIES MUTUALLY AGREE UPON THE TIMING AND CONTENTS; THEREAFTER, ONO AND ARRAY
MAY EACH DISCLOSE TO ANY THIRD PARTY THE INFORMATION CONTAINED IN SUCH PRESS
RELEASE OUTLINE WITHOUT THE NEED FOR FURTHER APPROVAL BY THE OTHER PARTY.
DURING THE TERM HEREOF, NEITHER PARTY SHALL USE THE NAME, TRADEMARK, TRADENAME
OR LOGO OF THE OTHER PARTY'S, ITS AFFILIATES' OR THEIR RESPECTIVE EMPLOYEES IN
ANY PUBLICITY, PROMOTION, PRESS RELEASES OR DISCLOSURE RELATING TO THIS
AGREEMENT OR ITS SUBJECT MATTER WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY.
8.5
PUBLICATION.
EXCEPT
FOR DISCLOSURES PERMITTED PURSUANT TO SECTION 8.1, IN THE EVENT A PARTY WISHES
TO PUBLISH OR ORALLY PRESENT INFORMATION RELATING TO THE COLLABORATION KNOW-HOW
AND THE CONFIDENTIAL INFORMATION, 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 NINETY (90) DAYS PRIOR TO THE DATE OF SUBMISSION
FOR THE DRAFT PUBLICATION AND PRESENTATION.
THE OTHER PARTY SHALL REVIEW SUCH
SUBMITTED MATERIALS AND RESPOND TO THE SUBMITTING PARTY AS SOON AS REASONABLY
POSSIBLE, BUT IN ANY CASE WITHIN NINETY (90) DAYS OF RECEIPT THEREOF.
THE
REVIEWING PARTY SHALL HAVE THE RIGHTS (A) TO PROPOSE MODIFICATIONS TO
PUBLICATION