EXTENT SUCH PUBLICATION HAS BEEN
APPROVED IN WRITING BY THE DISCLOSING PARTY.
IN EACH OF THE FOREGOING CASES,
THE RECEIVING PARTY WILL USE DILIGENT EFFORTS TO LIMIT THE DISCLOSURE AND
MAINTAIN CONFIDENTIALITY TO THE EXTENT POSSIBLE.
13.1.2
THE FACT THAT A PARTICULAR ITEM OF INFORMATION IS NOT OR
HAS CEASED TO BE CONFIDENTIAL INFORMATION BY VIRTUE OF ONE OR MORE OF THE
EXCLUSIONS SPECIFIED IN THE DEFINITION OF CONFIDENTIAL INFORMATION SET FORTH IN
SECTION 2.9 (THE "EXCLUDED ITEM") SHALL NOT RELIEVE THE PARTY WHO OBTAINED OR
RECEIVED THE EXCLUDED ITEM FROM THAT
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PARTY'S OBLIGATION OF CONFIDENTIALITY AND NON-USE (A) AS TO ANY OTHER ITEM OF
CONFIDENTIAL INFORMATION OF THE OTHER PARTY OR (B) AS TO THE RELATIONSHIP OF THE
EXCLUDED ITEM TO ANY OTHER ITEM OF CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
13.1.3
EACH PARTY HEREBY ACKNOWLEDGES THAT THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY IS HIGHLY VALUABLE, PROPRIETARY AND CONFIDENTIAL
AND THAT ANY DISCLOSURE TO ANY OFFICER, EMPLOYEE, OR AGENT OF SUCH PARTY OR ANY
OF ITS AFFILIATES WILL BE MADE ONLY TO THE EXTENT NECESSARY TO CARRY OUT ITS
RESPONSIBILITIES UNDER THIS AGREEMENT AND ONLY IF SUCH OFFICER, EMPLOYEE OR
AGENT IS INFORMED OF THE CONFIDENTIAL NATURE THEREOF AND SHALL HAVE AGREED TO
HOLD SUCH INFORMATION IN CONFIDENCE UNDER CONFIDENTIALITY PROVISIONS AT LEAST AS
STRINGENT AS THOSE PROVIDED IN THIS AGREEMENT.
13.1.4
THE PARTIES AGREE THAT THE OBLIGATIONS OF THIS SECTION
13 ARE NECESSARY AND REASONABLE IN ORDER TO PROTECT THE PARTIES' RESPECTIVE
BUSINESSES, AND THAT MONETARY DAMAGES ALONE MAY BE INADEQUATE TO COMPENSATE A
PARTY FOR ANY BREACH BY THE OTHER PARTY OF ITS COVENANTS AND AGREEMENTS SET
FORTH HEREIN.
THE PARTIES AGREE THAT ANY BREACH OR THREATENED BREACH OF THIS
SECTION 13 MAY CAUSE IRREPARABLE INJURY TO THE INJURED PARTY FOR WHICH DAMAGES
MAY NOT BE AN ADEQUATE REMEDY AND THAT, IN ADDITION TO ANY OTHER REMEDIES THAT
MAY BE AVAILABLE, IN LAW AND EQUITY OR OTHERWISE, SUCH PARTY WILL BE ENTITLED TO
SEEK EQUITABLE RELIEF AGAINST THE BREACH OR THREATENED BREACH OF THE PROVISIONS
OF THIS SECTION 13.
13.1.5
FOLLOWING TERMINATION OF THIS AGREEMENT FOR ANY REASON
AND AT THE REQUEST OF THE OTHER AND EXCEPT AS PROVIDED TO THE CONTRARY HEREIN,
EACH PARTY WILL DESTROY ALL PHYSICAL RECORDS OR EMBODIMENTS OF CONFIDENTIAL
INFORMATION OF THE OTHER PARTY OR RETURN SUCH INFORMATION TO THE OTHER PARTY, AT
THE RETURNING PARTY'S EXPENSE, AND A SENIOR OFFICER OF SUCH PARTY SHALL CERTIFY
TO THE OTHER PARTY THAT ALL SUCH ITEMS HAVE BEEN SO RETURNED OR DESTROYED;
PROVIDED, HOWEVER,
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THAT EACH PARTY WILL BE ENTITLED TO MAINTAIN ONE COPY OF THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY SOLELY FOR THE PURPOSE OF MONITORING ITS
CONTINUING OBLIGATIONS HEREUNDER.
13.2
DISCLOSURE TO INVESTORS; PUBLIC ANNOUNCEMENTS.
THE PARTIES HAVE AGREED ON AN INITIAL PRESS RELEASE OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT (THE "INITIAL PRESS RELEASE").
THE INITIAL PRESS
RELEASE MAY BE ISSUED OR USED BY EACH OR ANY PARTY INDIVIDUALLY OR BY THE
PARTIES JOINTLY AFTER