DISCLOSING PARTY ONLY FOR THE PURPOSES AND IN CONNECTION WITH THE PERFORMANCE OF
SUCH PARTY'S OBLIGATIONS SET FORTH IN THIS AGREEMENT.
4.3
EXCEPTIONS TO CONFIDENTIALITY.
NOTWITHSTANDING SECTION 4.2, THE PARTIES' OBLIGATIONS OF CONFIDENTIALITY AND
NON-USE SHALL NOT APPLY TO ANY PARTICULAR INFORMATION OR MATERIALS THAT THE
RECEIVING PARTY CAN DEMONSTRATE:
(A)
WAS, AT THE TIME OF DISCLOSURE TO IT, IN
THE PUBLIC DOMAIN;
(B)
AFTER DISCLOSURE TO IT, IS PUBLISHED OR
OTHERWISE BECOMES PART OF THE PUBLIC DOMAIN THROUGH NO FAULT OF THE RECEIVING
PARTY;
(C)
WAS RECEIVED AFTER DISCLOSURE TO IT FROM A
THIRD PARTY WHO HAD A LAWFUL RIGHT TO DISCLOSE SUCH INFORMATION OR MATERIALS TO
IT;
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
9
(D)
WAS REQUIRED TO BE DISCLOSED TO ANY
REGULATORY BODY HAVING JURISDICTION OVER THE RECEIVING PARTY OR ANY OF ITS
RESPECTIVE AFFILIATES, SUBLICENSEES OR CUSTOMERS;
(E)
THAT DISCLOSURE IS NECESSARY BY REASON OF
APPLICABLE LEGAL, ACCOUNTING OR REGULATORY REQUIREMENTS BEYOND THE REASONABLE
CONTROL OF THE RECEIVING PARTY; OR
(F)
IS SUBSEQUENTLY DEVELOPED BY THE
RECEIVING PARTY INDEPENDENTLY OF THE INFORMATION RECEIVED FROM THE DISCLOSING
PARTY.
IN THE CASE OF ANY DISCLOSURE PURSUANT TO SECTIONS 4.3(D) OR 4.3(E), TO THE
EXTENT PRACTICAL, THE RECEIVING PARTY SHALL NOTIFY THE DISCLOSING PARTY IN
ADVANCE OF THE REQUIRED DISCLOSURE AND SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO ASSIST THE DISCLOSING PARTY IN OBTAINING A PROTECTIVE ORDER, IF AVAILABLE,
COVERING SUCH DISCLOSURE.
IF SUCH A PROTECTIVE ORDER IS OBTAINED, SUCH
INFORMATION AND MATERIALS SHALL CONTINUE TO BE DEEMED TO BE CONFIDENTIAL
INFORMATION.
NOTWITHSTANDING SECTION 4.2, CERUS SHALL HAVE THE RIGHT TO DISCLOSE CONFIDENTIAL
INFORMATION OF A DISCLOSING PARTY TO ITS ATTORNEYS, ACCOUNTANTS, ACTUAL OR
POTENTIAL SOURCES OF FINANCING, AND ACTUAL OR POTENTIAL INVESTORS, ACQUIRERS OR
COLLABORATORS UNDER APPROPRIATE NON-USE AND NON-DISCLOSURE RESTRICTIONS WHICH
ARE AT LEAST AS RESTRICTIVE AS THOSE SET FORTH HEREIN.
4.4
USE OF CERTAIN INFORMATION.
EXCEPT AS
OTHERWISE SET FORTH IN THIS AGREEMENT OR THE MANUFACTURING AND SUPPLY AGREEMENT,
NO PARTY SHALL, WITHOUT THE APPROPRIATE PARTY'S PRIOR WRITTEN CONSENT, USE THE
NAMES, SERVICE MARKS OR TRADEMARKS OF ANOTHER PARTY AS TRADEMARKS OR TO SUGGEST
ANY AFFILIATION, SPONSORSHIP, ENDORSEMENT OR RECOMMENDATION.
ALL EMPLOYEES,
AGENTS, REPRESENTATIVES AND CONSULTANTS OF EACH PARTY AND LICENSEE'S AFFILIATES
AND SUBLICENSEES SHALL BE REQUIRED TO COMPLY WITH THE TERMS OF THIS SECTION 5,
AND EACH PARTY, AS APPLICABLE, SHALL BE RESPONSIBLE FOR ANY BREACH THEREOF AND
THE PERFORMANCE OR NON-PERFORMANCE OF EACH SUCH PERSON.
4.5
No Publicity.
Except as required by law, no
Party shall originate any news release or other public announcement relating to
this Agreement or the terms hereof without the prior written approval of the
other Parties; provided, however that any party to this Agreement may provide
public information concerning this transaction to the extent necessary or
appropriate to comply with applicable securities laws and/or customary