OR OTHERWISE DISCLOSE CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY FOR ANY PURPOSE OTHER THAN THOSE PURPOSES
CONTEMPLATED BY THIS AGREEMENT.
EACH RECEIVING PARTY SHALL TAKE SUCH ACTION,
AND SHALL CAUSE ITS AFFILIATES OR SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE
THE CONFIDENTIALITY OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION AS IT
WOULD CUSTOMARILY TAKE TO PRESERVE THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL
INFORMATION, USING, IN ALL SUCH CIRCUMSTANCES, NOT LESS THAN REASONABLE CARE.
EACH RECEIVING PARTY, UPON THE REQUEST OF THE DISCLOSING PARTY, WILL RETURN ALL
THE CONFIDENTIAL INFORMATION DISCLOSED OR TRANSFERRED TO IT BY THE DISCLOSING
PARTY PURSUANT TO THIS AGREEMENT, INCLUDING ALL COPIES AND EXTRACTS OF DOCUMENTS
AND ALL MANIFESTATIONS IN WHATEVER FORM, WITHIN [********] DAYS OF SUCH REQUEST
OR, IF EARLIER, THE TERMINATION OR EXPIRATION OF THIS AGREEMENT; PROVIDED
HOWEVER, THAT A RECEIVING PARTY MAY RETAIN (A) ANY CONFIDENTIAL INFORMATION OF
THE DISCLOSING PARTY RELATING TO ANY LICENSE WHICH EXPRESSLY SURVIVES SUCH
TERMINATION AND (B) ONE (1) COPY OF ALL OTHER CONFIDENTIAL INFORMATION IN
INACTIVE ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE CONTENTS THEREOF.
6.2
PERMITTED DISCLOSURES; PUBLICATIONS.
(A)
DISCLOSURES TO CERTAIN EMPLOYEES AND
AGENTS.
EACH RECEIVING PARTY SHALL BE ENTITLED TO DISCLOSE CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY TO EMPLOYEES OF THE RECEIVING PARTY,
PROVIDED THAT SUCH EMPLOYEES ARE BOUND BY OBLIGATIONS OF CONFIDENTIALITY TO THE
RECEIVING PARTY, AND ALSO TO AFFILIATES, CONSULTANTS, AGENTS AND THIRD PARTIES
FOR ANY PURPOSE PROVIDED FOR IN THIS AGREEMENT, PROVIDED THAT ANY SUCH
AFFILIATE, CONSULTANT, AGENT OR OTHER THIRD PARTY HAS FIRST AGREED TO
CONFIDENTIALITY RESTRICTIONS AND OBLIGATIONS AT LEAST AS PROTECTIVE AS THIS
SECTION 6, IN EACH CASE FOR ANY PURPOSE CONTEMPLATED BY THIS AGREEMENT
(INCLUDING AS REASONABLY NECESSARY TO EXERCISE ANY RIGHTS OR PERFORM ANY
OBLIGATIONS UNDER THIS AGREEMENT).
(B)
OTHER PERMITTED DISCLOSURES.
NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL INFORMATION OF A DISCLOSING PARTY
MAY BE DISCLOSED BY THE RECEIVING PARTY TO THE EXTENT SUCH DISCLOSURE IS
REASONABLY NECESSARY FOR (I) FILING OR PROSECUTING PATENT APPLICATIONS OR
MAINTAINING PATENTS, (II) PROSECUTING OR DEFENDING LITIGATION, ENFORCING RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT, OR (III) COMPLYING WITH APPLICABLE
LAWS, REGULATIONS OR COURT ORDERS; PROVIDED, THAT, IF
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 investment under Rule 24b-2 under the Securities Exchange Ace of
1934.
37
A RECEIVING PARTY IS REQUIRED BY APPLICABLE LAW, REGULATION OR COURT ORDER TO
MAKE DISCLOSURE OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, IT WILL GIVE
REASONABLE ADVANCE NOTICE TO THE DISCLOSING PARTY OF THE NEED FOR SUCH
DISCLOSURE AND WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO SECURE
CONFIDENTIAL TREATMENT (IF AVAILABLE) OF SUCH DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION REQUIRED TO BE DISCLOSED.
(C)
REVIEW OF PUBLICATIONS.
EACH RECEIVING
PARTY SHALL CONSULT WITH THE DISCLOSING PARTY PRIOR TO THE SUBMISSION OF ANY
MANUSCRIPT OR ABSTRACT FOR PUBLICATION IF THE PUBLICATION WILL CONTAIN ANY
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY, UNLESS THE APPLICABLE LAWS AND
REGULATIONS PROHIBIT SUCH CONSULTATION.
SUCH CONSULTATION SHALL INCLUDE