WITHOUT THE PRIOR WRITTEN CONSENT OF
LICENSEE, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
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12.1.7
LICENSOR SHALL NOT EXERCISE OR FAIL TO EXERCISE ANY OF
LICENSOR'S MATERIAL RIGHTS OR OBLIGATIONS UNDER THE UNIVERSITY LICENSE TO THE
EXTENT SUCH EXERCISE OR FAILURE TO EXERCISE WOULD MATERIALLY ALTER THE
OBLIGATIONS OR ANTICIPATED BENEFITS OF LICENSEE UNDER THIS AGREEMENT, WITHOUT
THE PRIOR WRITTEN CONSENT OF LICENSEE, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD.
12.1.8
LICENSOR WILL COMPLY WITH ALL OBLIGATIONS AND DUTIES
UNDER THE UNIVERSITY LICENSE (INCLUDING ANY PROVISIONS NECESSARY TO MAINTAIN IN
EFFECT ANY RIGHTS GRANTED TO LICENSEE HEREUNDER AND, IF APPLICABLE, THE
EXCLUSIVE NATURE OF SUCH RIGHTS, INCLUDING THE PRESERVATION OF LICENSEE'S RIGHTS
HEREUNDER IN THE EVENT THAT LICENSOR SHALL BREACH OR DEFAULT ON ITS OBLIGATIONS
UNDER THE UNIVERSITY LICENSE) TO THE EXTENT A FAILURE TO DO SO WOULD HAVE OR
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
OBLIGATIONS OR ANTICIPATED BENEFITS OF LICENSEE UNDER THIS AGREEMENT.
12.1.9
IF LICENSOR SHOULD AT ANY TIME BREACH OR DEFAULT ON THE
UNIVERSITY LICENSE OR BECOME UNABLE TO TIMELY PERFORM ITS OBLIGATIONS
THEREUNDER, OR RECEIVE NOTICE THAT IT MAY BE, IS OR IS DEEMED TO BE IN BREACH OR
DEFAULT OF THE UNIVERSITY LICENSE OR HAS OTHERWISE GIVEN RISE TO A RIGHT ON THE
PART OF THE UNIVERSITY TO TERMINATE LICENSOR'S LICENSE IN WHOLE OR IN PART,
LICENSOR SHALL IMMEDIATELY NOTIFY LICENSEE, AND, IF LICENSEE REASONABLY
BELIEVES, FOLLOWING CONSULTATION WITH LICENSOR, THAT LICENSOR WILL NOT BE ABLE
TO CURE SUCH BREACH OR DEFAULT WITHIN THE APPLICABLE NOTICE PERIOD, LICENSEE
SHALL BE PERMITTED TO ATTEMPT TO CURE SUCH BREACH OR DEFAULT ON BEHALF OF
LICENSOR IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE UNIVERSITY LICENSE,
OR TO OTHERWISE ATTEMPT TO RESOLVE SUCH BREACH OR DEFAULT JOINTLY WITH LICENSOR
AND UNIVERSITY.
29
13.
CONFIDENTIAL INFORMATION
13.1
CONFIDENTIALITY.
13.1.1
EACH PARTY AGREES THAT DURING THE TERM AND AT ALL TIMES
THEREAFTER, IT SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO KEEP, AND CAUSE
ITS AFFILIATES AND SUBLICENSEES, IF ANY, TO KEEP CONFIDENTIAL ALL CONFIDENTIAL
INFORMATION OF THE OTHER PARTY, AND NEITHER PARTY NOR ANY OF ITS AFFILIATES OR
SUBLICENSEES, IF ANY, WILL USE OR DISCLOSE THE CONFIDENTIAL INFORMATION OF THE
OTHER PARTY EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT.
ALL INFORMATION
DISCLOSED PURSUANT TO THE CONFIDENTIALITY AGREEMENT WILL BE DEEMED CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY WITHIN THE MEANING OF THIS AGREEMENT AND
SUBJECT TO THE TERMS HEREOF.
NOTWITHSTANDING THE FOREGOING THE PARTY RECEIVING
CONFIDENTIAL INFORMATION OF THE OTHER PARTY MAY (I) DISCLOSE IT TO GOVERNMENT
AGENCIES AND OTHERS WHERE SUCH INFORMATION MAY BE REQUIRED TO BE INCLUDED IN
PATENT APPLICATIONS OR REGULATORY FILINGS PERMITTED UNDER THE TERMS OF THIS
AGREEMENT; (II) PROVIDE IT TO THIRD PARTIES UNDER AGREEMENTS INCLUDING
CONFIDENTIALITY PROVISIONS SUBSTANTIALLY EQUIVALENT TO THOSE IN THIS AGREEMENT
FOR CONSULTING, MARKET RESEARCH, MANUFACTURING, DEVELOPMENT, AND PRECLINICAL AND
CLINICAL TESTING WITH RESPECT TO THE PRODUCTS AND SIMILAR ACTIVITIES UNDER THE
PROGRAM; OR (III) PUBLISH IT IF AND TO THE