pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
13
THEREAFTER PROSECUTE ANY PATENT RIGHTS CLAIMING SUCH APPROVED RESTRICTED
BIOMARKERS IN ANY COUNTRY, GEISINGER WILL PROMPTLY NOTIFY INTERLEUKIN.
IN SUCH
EVENT, INTERLEUKIN, AT ITS EXPENSE, WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION,
TO FILE AND PROSECUTE SUCH APPLICATION, AND/OR MAINTAIN SUCH PATENT, IN SUCH
COUNTRY, JOINTLY IN ITS AND GEISINGER'S NAMES.
(C)
JOINT RIGHTS.
THE PARTIES SHALL AGREE ON
OUTSIDE COUNSEL TO PREPARE, FILE AND PROSECUTE ALL PATENT RIGHTS CLAIMING METHOD
OF USE IN THE STUDY FIELD DURING THE COURSE OF RESEARCH UNDER THE PROTOCOL FOR
STUDY TECHNOLOGY COVERING BOTH (I) DESIGNATED BIOMARKERS AND (II) APPROVED
RESTRICTED BIOMARKERS JOINTLY DEVELOPED BY THE PARTIES SUBJECT TO TERMS AND
PROVISIONS SET FORTH IN ARTICLES 4 AND 5.
ARTICLE 8 - CONFIDENTIAL INFORMATION AND PUBLICATION
8.1
CONFIDENTIAL INFORMATION.
ANY CONFIDENTIAL
INFORMATION DISCLOSED BY A PARTY (THE "DISCLOSING PARTY") TO ANOTHER PARTY (THE
"RECEIVING PARTY") PURSUANT TO THIS AGREEMENT SHALL BE PROTECTED BY THE
RECEIVING PARTY USING THE SAME DEGREE OF CARE AS THE RECEIVING PARTY USES TO
PROTECT ITS OWN CONFIDENTIAL INFORMATION OF A LIKE NATURE, BUT NO LESS THAN A
REASONABLE DEGREE OF CARE, TO PREVENT UNAUTHORIZED USE OR DISCLOSURE OF THE
CONFIDENTIAL INFORMATION.
THE RECEIVING PARTY SHALL NOT USE ANY CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY, WITHOUT THE WRITTEN CONSENT OF THE
DISCLOSING PARTY, EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
NOTWITHSTANDING THE
FOREGOING, THE RECEIVING PARTY MAY ONLY DISCLOSE AND DISSEMINATE CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY TO THOSE OF ITS EMPLOYEES OR CONTRACTORS WHO
HAVE A BONA FIDE NEED TO KNOW FOR THE PURPOSES OF THIS AGREEMENT, PROVIDED SUCH
EMPLOYEES OR CONTRACTORS HAVE BEEN ADVISED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND ARE BOUND BY AN OBLIGATION OF CONFIDENTIALITY SUBSTANTIALLY
SIMILAR TO THE CONFIDENTIALITY OBLIGATIONS IN THIS AGREEMENT.
THE RECEIVING
PARTY'S OBLIGATIONS OF CONFIDENTIALITY WILL CONTINUE FROM THE DATE OF
TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR A PERIOD OF FIVE (5) YEARS
UNLESS A LONGER PERIOD IS OTHERWISE AGREED TO BY THE PARTIES. IN THE EVENT OF A
BREACH, THE BREACHING PARTY SHALL RETURN ALL CONFIDENTIAL INFORMATION TO THE
OTHER PARTY.
THE RECEIVING PARTY WILL HAVE NO OBLIGATIONS UNDER THIS
SECTION WITH RESPECT TO INFORMATION WHICH:
(A)
WAS KNOWN TO IT PRIOR TO RECEIPT HEREUNDER,
AS DEMONSTRATED BY WRITTEN RECORDS; OR
(B)
AT THE TIME OF DISCLOSURE WAS GENERALLY
AVAILABLE TO THE PUBLIC, OR WHICH AFTER DISCLOSURE BECOMES GENERALLY AVAILABLE
TO THE PUBLIC THROUGH NO ACTION OR INACTION ATTRIBUTABLE TO THE RECEIVING PARTY;
OR
(C)
IS HEREAFTER MADE AVAILABLE TO THE
RECEIVING PARTY FOR USE OR DISCLOSURE FROM ANY THIRD PARTY HAVING A RIGHT TO DO
SO; OR
(D)
IS INDEPENDENTLY DEVELOPED BY THE RECEIVING
PARTY, AS DEMONSTRATED BY WRITTEN RECORDS; OR
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act