TO
PRESERVE THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION AS IT WOULD
CUSTOMARILY TAKE TO PRESERVE THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL
MATERIALS, WHICH SHALL NOT, IN ANY EVENT, BE LESS THAN REASONABLE CARE.
EACH
PARTY, UPON THE OTHER'S REQUEST, WILL RETURN ALL THE CONFIDENTIAL INFORMATION
DISCLOSED TO IT BY THE OTHER PARTY PURSUANT TO THIS AGREEMENT, INCLUDING ALL
COPIES AND EXTRACTS OF DOCUMENTS, WITHIN SIXTY (60) DAYS OF THE REQUEST
FOLLOWING THE TERMINATION OF THIS AGREEMENT, PROVIDED THAT, A PARTY MAY RETAIN
CONFIDENTIAL INFORMATION OF THE OTHER PARTY RELATING TO ANY LICENSE OR RIGHT TO
USE TECHNOLOGY WHICH SURVIVES SUCH TERMINATION AND ONE COPY OF ALL OTHER
CONFIDENTIAL INFORMATION MAY BE RETAINED IN INACTIVE ARCHIVES SOLELY FOR THE
PURPOSE OF ESTABLISHING THE CONTENTS THEREOF.
4.2
PUBLICITY.
NEITHER PARTY
MAY PUBLICLY DISCLOSE THE TERMS OF THIS AGREEMENT OR THE STATUS OR CONTENT OF
THE RESEARCH PROGRAM WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
PROVIDED, HOWEVER, THAT EITHER PARTY MAY MAKE SUCH A DISCLOSURE (A) TO THE
EXTENT REQUIRED BY LAW OR BY THE REQUIREMENTS OF ANY NATIONALLY RECOGNIZED
SECURITIES EXCHANGE, QUOTATION SYSTEM OR OVER-THE-COUNTER MARKET ON WHICH SUCH
PARTY HAS ITS SECURITIES LISTED OR TRADED OR (B) TO ANY ACTUAL OR PROSPECTIVE
ACQUIRORS, REAL ESTATE OR EQUIPMENT LESSORS, INVESTORS, LENDERS AND OTHER
POTENTIAL FINANCING SOURCES WHO ARE OBLIGATED TO KEEP SUCH INFORMATION
CONFIDENTIAL.
IN THE EVENT THAT SUCH DISCLOSURE IS REQUIRED BY THE FOREGOING
CLAUSE (A), THE DISCLOSING PARTY SHALL MAKE REASONABLE EFFORTS TO PROVIDE THE
OTHER PARTY WITH NOTICE BEFOREHAND AND TO COORDINATE WITH THE OTHER PARTY TO THE
MAXIMUM EXTENT POSSIBLE WITH RESPECT TO THE WORDING AND TIMING OF ANY SUCH
DISCLOSURE.
THE PARTIES SHALL MUTUALLY AGREE ON A PRESS RELEASE ANNOUNCING THE
EXECUTION OF THIS AGREEMENT TO BE ISSUED IMMEDIATELY FOLLOWING THE
6
EXECUTION HEREOF. IF EITHER PARTY WISHES TO ISSUE ANY FURTHER PRESS RELEASE
REGARDING THE RESEARCH PROGRAM, IT SHALL FURNISH A COPY TO THE OTHER PARTY,
WHICH SHALL REVIEW SUCH PRESS RELEASE AND PROVIDE ANY COMMENTS WITHIN TWO (2)
BUSINESS DAYS. ONCE ANY WRITTEN STATEMENT IS APPROVED FOR PUBLIC DISCLOSURE BY
BOTH PARTIES, EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC DISCLOSURE OF THE CONTENTS
OF SUCH STATEMENT WITHOUT THE FURTHER APPROVAL OF THE OTHER PARTY.
5.
JOINT SCIENCE COMMITTEE
5.1
FUNCTIONS AND POWERS OF THE
JOINT SCIENCE COMMITTEE.
THE JOINT SCIENCE COMMITTEE ("JSC") ESTABLISHED BY IG
AND ACCESS PURSUANT TO THE RESEARCH AGREEMENT DATED MARCH 5, 2003 SHALL OVERSEE
AND COORDINATE THE PARTIES' CONDUCT OF THE RESEARCH PROGRAM.
DURING THE TERM,
THE JSC WILL EXCHANGE INFORMATION IN ANTICIPATION OF DEVELOPING MUTUALLY
BENEFICIAL BUSINESS OPPORTUNITIES PURSUANT TO THE SUBJECT MATTER HEREOF.
THE
JSC SHALL KEEP WRITTEN MINUTES OF ITS MEETINGS AND ALL ACTIONS TAKEN OR APPROVED
BY THE JSC.
THE MEMBERS OF THE JSC DESIGNATED BY EACH PARTY SHALL BE
RESPONSIBLE FOR KEEPING THAT PARTY INFORMED AS TO THE PROGRESS OF THE RESEARCH
PROGRAM.
THE JSC SHALL RECOMMEND TO THE PARTIES AMENDMENTS AND/OR MODIFICATIONS
TO THE PROTOCOL AND TIMELINE AND THE SCOPE OF THE