IN CONNECTION WITH THE COMPANY OR PURSUANT TO THIS
AGREEMENT WILL REMAIN THE PROPERTY OF THE PERSON WHOSE PROPERTY IT WAS PRIOR TO
SUCH DISCLOSURE.
(B)
IN THE EVENT THAT A RECIPIENT OR ANYONE TO WHOM A RECIPIENT
TRANSMITS ANY CONFIDENTIAL INFORMATION BECOMES LEGALLY COMPELLED (BY ORAL
QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS, SUBPOENA,
INVESTIGATIVE DEMAND OR SIMILAR PROCESS OR BY RULES OR REGULATIONS OF ANY
SECURITIES EXCHANGE OR NASDAQ) TO DISCLOSE ANY OF THE CONFIDENTIAL INFORMATION,
SUCH RECIPIENT WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE
DISCLOSING PARTY WITH PROMPT WRITTEN NOTICE PRIOR TO DISCLOSURE (NOT LESS THAN
24 HOURS) SO THAT THE DISCLOSING PARTY MAY SEEK A PROTECTIVE ORDER OR OTHER
APPROPRIATE REMEDY OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT. IN
THE EVENT THAT SUCH PROTECTIVE ORDER OR OTHER REMEDY IS NOT OBTAINED, OR THAT
THE DISCLOSING PARTY WAIVES COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 12.4,
THE RECIPIENT WHO IS COMPELLED TO DISCLOSE SUCH CONFIDENTIAL INFORMATION WILL
FURNISH ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION WHICH (BASED ON THE
ADVICE OF COUNSEL) IT IS LEGALLY REQUIRED TO DISCLOSE AND WILL EXERCISE ITS
COMMERCIALLY REASONABLE EFFORTS (BUT WITHOUT INCURRING SIGNIFICANT EXPENSE) TO
OBTAIN RELIABLE ASSURANCE THAT PROTECTIVE TREATMENT WILL BE ACCORDED THE
CONFIDENTIAL INFORMATION.
(C)
NO PARTY WILL HAVE THE RIGHT TO MAKE ANY PUBLIC ANNOUNCEMENTS WITH
RESPECT TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, NOR PUBLICLY DISCLOSE THE
TERMS OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES, EXCEPT AS FOLLOWS:
(I)
THE PARTIES WILL ISSUE A MUTUALLY AGREED UPON PRESS RELEASE IN
THE FORM ATTACHED AS SCHEDULE 12.4.
(II)
EACH PARTY MAY MAKE SUBSEQUENT DISCLOSURES OF INFORMATION TO THE
SAME EXTENT THAT SUCH INFORMATION HAS BEEN PREVIOUSLY DISCLOSED IN ACCORDANCE
WITH THIS AGREEMENT.
(III)
EACH MEMBER MAY PUBLICLY FILE THIS AGREEMENT AND/OR THE ANCILLARY
AGREEMENTS WITH THE SEC IN A REDACTED FORM AS MUTUALLY AGREED IN GOOD FAITH AND
CONSISTENT
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WITH CUSTOM IN THE INDUSTRY (PROVIDED, HOWEVER, THAT, IF SUCH AGREEMENT IS NOT
REACHED WITHIN A REASONABLE PERIOD OF TIME AFTER THE EFFECTIVE DATE IN ORDER FOR
SUCH MEMBER TO COMPLY WITH LAW, SUCH MEMBER MAY FILE THIS AGREEMENT AND/OR THE
ANCILLARY AGREEMENTS IN A REDACTED FORM REASONABLY DETERMINED BY SUCH MEMBER),
AND WILL REQUEST, AND USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN,
CONFIDENTIAL TREATMENT OF ALL TERMS REDACTED FROM SUCH REDACTED FORM OF THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS; PROVIDED THAT THE REDACTION OF SUCH
TERMS IS PERMITTED BY THE APPLICABLE RULES AND REGULATIONS OF THE SEC.
(IV)
EACH PARTY MAY DISCLOSE THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS IN WHOLE OR IN PART TO (I) ITS THEN-CURRENT AND POTENTIAL AFFILIATE
AND THIRD PARTY LICENSORS, COLLABORATORS AND SUBLICENSEES, AND (II) ITS
THEN-CURRENT AND POTENTIAL INVESTORS, LENDERS AND ACQUIRERS (AND THEIR
RESPECTIVE LEGAL COUNSEL); PROVIDED THAT SUCH PERSONS ARE BOUND TO MAINTAIN THE
CONFIDENTIALITY OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO THE SAME
EXTENT AS IF THEY WERE PARTIES HERETO.
(D)
EACH