APPLICATIONS OR OTHERWISE, WILL USE ITS GOOD FAITH EFFORTS TO SECURE
CONFIDENTIAL TREATMENT OF SUCH CONFIDENTIAL INFORMATION OR DEVELOPMENT DATA
PRIOR TO ITS DISCLOSURE (WHETHER THROUGH PROTECTIVE ORDERS OR OTHERWISE) AND
DISCLOSE ONLY THE MINIMUM AMOUNT OF CONFIDENTIAL INFORMATION OR DEVELOPMENT DATA
NECESSARY TO COMPLY WITH THE REQUIREMENT. FOR ALL OTHER DISCLOSURES OF
CONFIDENTIAL INFORMATION OF THE OTHER PARTY OR DEVELOPMENT DATA PERMITTED
PURSUANT TO THIS SECTION 11.4, INCLUDING TO AFFILIATES, PERMITTED SUBLICENSEES
AND OTHER THIRD PARTIES, A PARTY SHALL ENSURE THAT THE RECIPIENT THEREOF IS
BOUND BY A WRITTEN CONFIDENTIALITY AGREEMENT AS MATERIALLY PROTECTIVE OF SUCH
CONFIDENTIAL INFORMATION OR DEVELOPMENT DATA AS THIS ARTICLE XI.
11.5.
CONFIDENTIALITY OF THIS AGREEMENT AND ITS TERMS. EXCEPT AS
OTHERWISE PROVIDED IN SECTION 11.6, EACH PARTY AGREES NOT TO DISCLOSE TO ANY
THIRD PARTY THE EXISTENCE OF THIS AGREEMENT OR THE TERMS OF THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, EXCEPT THAT EACH
PARTY MAY DISCLOSE THE TERMS OF THIS AGREEMENT: (A) TO ADVISORS (INCLUDING
FINANCIAL ADVISORS, ATTORNEYS AND ACCOUNTANTS) IN EACH CASE UNDER
CONFIDENTIALITY OBLIGATIONS SUBSTANTIALLY EQUIVALENT TO THOSE IN THIS AGREEMENT;
OR (B) ACTUAL OR POTENTIAL ACQUISITION OR MERGER PARTNERS OR SUBLICENSEES ON A
NEED TO KNOW BASIS, IN EACH CASE UNDER WRITTEN CONFIDENTIALITY AGREEMENTS
SUBSTANTIALLY EQUIVALENT TO THOSE IN THIS AGREEMENT.
CONFIDENTIAL
11.6.
PUBLIC ANNOUNCEMENTS.
(A)
AS SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF, THE PARTIES WILL
ISSUE A JOINT PRESS RELEASE ANNOUNCING THE EXISTENCE OF THIS AGREEMENT. EXCEPT
AS REQUIRED BY LAW (INCLUDING, WITHOUT LIMITATION, DISCLOSURE REQUIREMENTS OF
THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"), THE LONDON, NEW YORK AND
NASDAQ STOCK EXCHANGES, OR ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES ISSUED
BY A PARTY OR ITS AFFILIATES ARE TRADED), NEITHER PARTY SHALL MAKE ANY OTHER
PUBLIC ANNOUNCEMENT CONCERNING THIS AGREEMENT OR THE SUBJECT MATTER HEREOF
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, WHICH SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED; PROVIDED, THAT IT SHALL NOT BE UNREASONABLE FOR A PARTY TO
WITHHOLD CONSENT WITH RESPECT TO ANY PUBLIC ANNOUNCEMENT CONTAINING ANY
FINANCIAL TERMS OR ANY OF SUCH PARTY'S CONFIDENTIAL INFORMATION. IN THE EVENT OF
A REQUIRED PUBLIC ANNOUNCEMENT, TO THE EXTENT PRACTICABLE UNDER THE
CIRCUMSTANCES, THE PARTY MAKING SUCH ANNOUNCEMENT SHALL PROVIDE THE OTHER PARTY
WITH A COPY OF THE PROPOSED TEXT OF SUCH ANNOUNCEMENT SUFFICIENTLY IN ADVANCE OF
THE SCHEDULED RELEASE TO AFFORD SUCH OTHER PARTY A REASONABLE OPPORTUNITY TO
REVIEW AND COMMENT UPON THE PROPOSED TEXT.
(B)
THE PARTIES WILL COORDINATE IN ADVANCE WITH EACH OTHER IN
CONNECTION WITH THE REDACTION OF CERTAIN PROVISIONS OF THIS AGREEMENT WITH
RESPECT TO ANY FILINGS WITH THE SEC, THE LONDON, NEW YORK, AND NASDAQ STOCK
EXCHANGES OR ANY OTHER STOCK EXCHANGE OR GOVERNMENTAL AGENCY ON WHICH SECURITIES
ISSUED BY A PARTY OR ITS AFFILIATE ARE TRADED, AND EACH PARTY WILL USE
REASONABLE EFFORTS TO SEEK CONFIDENTIAL TREATMENT FOR SUCH TERMS; PROVIDED, THAT
EACH PARTY WILL ULTIMATELY RETAIN CONTROL OVER WHAT INFORMATION TO DISCLOSE TO
THE SEC, LONDON, NEW YORK, AND THE NASDAQ