DISCLOSURE" MEANS A DISCLOSURE OF CONFIDENTIAL INFORMATION BY THE
RECEIVING PARTY TO THE EXTENT THAT SUCH DISCLOSURE IS:
(I)
MADE IN RESPONSE TO A VALID ORDER OF A COURT OF COMPETENT JURISDICTION;
PROVIDED, HOWEVER, THAT SUCH RECEIVING PARTY WILL FIRST HAVE GIVEN NOTICE TO
SUCH OTHER PARTY AND GIVEN SUCH OTHER PARTY A REASONABLE OPPORTUNITY TO QUASH
SUCH ORDER AND TO
OBTAIN A PROTECTIVE ORDER REQUIRING THAT THE CONFIDENTIAL INFORMATION AND
DOCUMENTS THAT ARE THE SUBJECT OF SUCH ORDER BE HELD IN CONFIDENCE BY SUCH COURT
OR AGENCY OR, IF DISCLOSED, BE USED ONLY FOR THE PURPOSES FOR WHICH THE ORDER
WAS ISSUED; AND PROVIDED FURTHER THAT IF A DISCLOSURE ORDER IS NOT QUASHED OR A
PROTECTIVE ORDER IS NOT OBTAINED, THE CONFIDENTIAL INFORMATION DISCLOSED IN
RESPONSE TO SUCH COURT OR GOVERNMENTAL ORDER WILL BE LIMITED TO THAT INFORMATION
WHICH IS LEGALLY REQUIRED TO BE DISCLOSED IN RESPONSE TO SUCH COURT OR
GOVERNMENTAL ORDER;
(II)
OTHERWISE REQUIRED TO COMPLY WITH APPLICABLE LAWS, INCLUDING TO THE
EXTENT SUCH DISCLOSURE IS REQUIRED IN PUBLICLY FILED FINANCIAL STATEMENTS OR
OTHER PUBLIC STATEMENTS UNDER RULES GOVERNING A STOCK EXCHANGE (E.G., THE RULES
OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NASDAQ, NYSE, UKLA OR
ANY OTHER STOCK EXCHANGE OR WHICH SECURITIES OF EITHER PARTY MAY BE LISTED)
PROVIDED, HOWEVER, TO THE EXTENT POSSIBLE BEARING IN MIND SUCH APPLICABLE LAWS
AND SUBJECT TO THE NEXT SUBSEQUENT SENTENCE OF THIS PARAGRAPH, THE RECEIVING
PARTY SHALL PROVIDE THE OTHER PARTY WITH A COPY OF THE PROPOSED TEXT OF SUCH
STATEMENTS OR DISCLOSURE FIVE (5) BUSINESS DAYS IN ADVANCE OF THE DATE ON WHICH
THE DISCLOSURE IS TO BE MADE TO ENABLE THE OTHER PARTY TO REVIEW AND PROVIDE
COMMENTS, UNLESS A SHORTER REVIEW TIME IS AGREED.
IF THE COMPLIANCE WITH AN
APPLICABLE LAW REQUIRES FILING OF THIS AGREEMENT, THE FILING PARTY SHALL TO THE
EXTENT POSSIBLE SEEK CONFIDENTIAL TREATMENT OF PORTIONS OF THIS AGREEMENT FROM
THE RELEVANT COMPETENT AUTHORITY AND SHALL PROVIDE THE OTHER PARTY WITH A COPY
OF THE PROPOSED FILINGS AT LEAST TEN (10) BUSINESS DAYS PRIOR TO FILING FOR THE
OTHER PARTY TO REVIEW ANY SUCH PROPOSED FILING.
EACH PARTY AGREES THAT IT WILL
OBTAIN ITS OWN LEGAL ADVICE WITH REGARD TO ITS COMPLIANCE WITH APPLICABLE LAWS
AND WILL NOT RELY ON ANY STATEMENTS MADE BY THE OTHER RECEIVING PARTY RELATING
TO SUCH LAWS;
(III)
MADE BY SUCH RECEIVING PARTY TO THE REGULATORY AUTHORITIES AS
NECESSARY FOR (A) THE DEVELOPMENT OR COMMERCIALIZATION OF A PRODUCT IN A
PARTICULAR COUNTRY, OR (B) AS REQUIRED IN CONNECTION WITH ANY FILING,
APPLICATION OR REQUEST FOR REGULATORY APPROVAL IN A PARTICULAR COUNTRY AND IN
EITHER CASE TO THE EXTENT CONSISTENT WITH THE LICENSES GRANTED UNDER THE TERMS
OF THIS AGREEMENT;
(IV)
MADE BY THE RECEIVING PARTY, IN CONNECTION WITH THE PERFORMANCE OF
THIS AGREEMENT, TO AFFILIATES SUBLICENSEES, LICENSORS, LICENSEES, DIRECTORS,
OFFICERS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES OR AGENTS, EACH OF WHOM PRIOR
TO DISCLOSURE MUST BE BOUND BY OBLIGATIONS OF CONFIDENTIALITY AND NON-USE AT
LEAST EQUIVALENT IN SCOPE TO