AUDIT DISCLOSES THAT SUCH
DIFFERENCE PAYABLE BY THE PAYEE FOR SUCH PERIOD ARE MORE THAN [***] OF THE
AMOUNTS ACTUALLY PAID BY THE PAYOR FOR SUCH PERIOD, THEN THE PAYEE SHALL PAY THE
REASONABLE FEES AND EXPENSES CHARGED BY SUCH ACCOUNTING FIRM.
6.5.3
INFORMATION. THE PAYOR SHALL TREAT ALL FINANCIAL INFORMATION
SUBJECT TO REVIEW UNDER THIS SECTION 6.5.3 AS CONFIDENTIAL, AND SHALL CAUSE ITS
ACCOUNTING FIRM TO RETAIN ALL SUCH FINANCIAL INFORMATION IN CONFIDENCE.
7.
CONFIDENTIALITY
7.1
CONFIDENTIAL INFORMATION.
7.1.1
EACH PARTY SHALL MAINTAIN IN CONFIDENCE ALL CONFIDENTIAL
INFORMATION DISCLOSED BY THE OTHER PARTY (INCLUDING ALL CONFIDENTIAL INFORMATION
DISCLOSED PRIOR TO THE TERM OF THIS AGREEMENT PURSUANT TO A WRITTEN
CONFIDENTIALITY AGREEMENT BETWEEN THE PARTIES), AND SHALL NOT USE, DISCLOSE OR
GRANT THE USE OF THE CONFIDENTIAL INFORMATION EXCEPT ON A NEED-TO-KNOW BASIS TO
THOSE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, DISTRIBUTORS OR PERMITTED
ASSIGNEES, TO THE EXTENT SUCH DISCLOSURE IS REASONABLY NECESSARY IN CONNECTION
WITH SUCH PARTY'S ACTIVITIES AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT.
7.1.2
WITHOUT LIMITING THE GENERALITY OF SECTION 7.1.1, AND EXCEPT TO THE
EXTENT AUTHORIZED HEREUNDER, BECKMAN SHALL NOT USE BIOSITE'S CONFIDENTIAL
INFORMATION FOR THE PURPOSE OF RESEARCHING, DEVELOPING, MANUFACTURING OR
COMMERCIALIZING AN ASSAY THAT MEASURES OR DETECTS THE PRESENCE OR ABSENCE OF THE
MARKER (OTHER THAN BNP ASSAYS SOLD BIOSITE HEREUNDER). FOR PURPOSES OF CLARITY,
[***] [***] AND [***] INFORMATION DEVELOPED BY BECKMAN IN THE COURSE OF THE
[***] THE BNP ASSAYS AND BNP CALIBRATOR AND CONTROLS IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND THAT [***] TO [***] FOR [***] SHALL NOT BE
CONSIDERED BIOSITE'S CONFIDENTIAL INFORMATION AFTER THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
7.1.3
TO THE EXTENT THAT DISCLOSURE IS AUTHORIZED BY THIS AGREEMENT,
PRIOR TO DISCLOSURE, EACH PARTY HERETO SHALL OBTAIN AGREEMENT OF ANY SUCH THIRD
PARTY TO HOLD IN CONFIDENCE AND NOT MAKE USE OF THE CONFIDENTIAL INFORMATION OF
THE OTHER
***Confidential Treatment Requested
18
PARTY FOR ANY PURPOSE OTHER THAN THOSE PERMITTED BY THIS AGREEMENT. EACH PARTY
SHALL NOTIFY THE OTHER PROMPTLY UPON DISCOVERY OF ANY UNAUTHORIZED USE OR
DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION.
7.2
TERMS OF THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN
SECTION 7.1 (CONFIDENTIAL INFORMATION), DURING THE TERM OF THIS AGREEMENT AND
FOR A PERIOD OF FIVE (5) YEARS THEREAFTER, NEITHER PARTY SHALL DISCLOSE ANY
TERMS OR CONDITIONS OF THIS AGREEMENT TO ANY THIRD PARTY WITHOUT THE PRIOR
CONSENT OF THE OTHER PARTY. NOTWITHSTANDING THE FOREGOING, PRIOR TO EXECUTION OF
THIS AGREEMENT, THE PARTIES HAVE AGREED IN WRITING UPON THE SUBSTANCE OF
INFORMATION THAT CAN BE USED TO DESCRIBE THE TERMS OF THIS TRANSACTION, AND EACH
PARTY MAY DISCLOSE SUCH INFORMATION, AS MODIFIED BY MUTUAL AGREEMENT FROM TIME
TO TIME, WITHOUT THE OTHER PARTY'S CONSENT.
7.3
PERMITTED DISCLOSURES. THE CONFIDENTIALITY OBLIGATIONS CONTAINED
IN THIS SECTION 7 SHALL NOT APPLY TO THE EXTENT THAT SUCH DISCLOSURE IS
REASONABLY NECESSARY IN THE FOLLOWING INSTANCES: (A) COMPLYING WITH AN
APPLICABLE LAW, REGULATION OF A GOVERNMENTAL AGENCY OR A COURT OF COMPETENT
JURISDICTION, PROVIDED THAT THE RECEIVING