7.4, the Receiving Party shall notify the Disclosing Party of the
Receiving Party's intent to make such disclosure pursuant to clauses (a) through
(d) of this Section 7.2 sufficiently prior to making such disclosure so as to
allow the Disclosing Party adequate time to take whatever action it may deem
appropriate to protect the confidentiality of the information.
FOR PURPOSES OF THIS ARTICLE 7, FOR AS LONG AS AND TO THE EXTENT THE EXCLUSIVE
LICENSE GRANTED TO BMS UNDER SECTION 2.1 REMAINS IN EFFECT, THE RESEARCH RESULTS
SHALL BE TREATED AS CONFIDENTIAL INFORMATION OF BOTH PARTIES.
ACCORDINGLY, EACH
PARTY SHALL BE CONSIDERED THE RECEIVING PARTY WITH RESPECT TO THE RESEARCH
RESULTS AND SHALL BE SUBJECT TO ALL OF THE RESTRICTIONS AND OBLIGATIONS OF THIS
ARTICLE 7 WITH RESPECT TO THE DISCLOSURE AND USE OF SUCH RESEARCH RESULTS TO THE
SAME EXTENT AS APPLICABLE TO CONFIDENTIAL INFORMATION DISCLOSED TO SUCH PARTY BY
THE OTHER PARTY.
SECTION 7.3
REQUIRED DISCLOSURE.
A RECEIVING PARTY MAY DISCLOSE
CONFIDENTIAL INFORMATION PURSUANT TO INTERROGATORIES, REQUESTS FOR INFORMATION
OR DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND ISSUED BY A COURT OR
GOVERNMENTAL AGENCY OR AS OTHERWISE REQUIRED BY LAW; PROVIDED HOWEVER, THAT THE
RECEIVING PARTY SHALL NOTIFY THE DISCLOSING PARTY PROMPTLY UPON RECEIPT THEREOF,
GIVING (WHERE PRACTICABLE) THE DISCLOSING PARTY SUFFICIENT ADVANCE NOTICE TO
PERMIT IT TO OPPOSE, LIMIT OR SEEK CONFIDENTIAL TREATMENT FOR SUCH DISCLOSURE,
AND TO FILE FOR PATENT PROTECTION IF RELEVANT; AND PROVIDED, FURTHER, THAT THE
RECEIVING PARTY SHALL FURNISH ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION
WHICH IT IS ADVISED BY COUNSEL IS LEGALLY REQUIRED WHETHER OR NOT A PROTECTIVE
ORDER OR OTHER SIMILAR ORDER IS OBTAINED BY THE DISCLOSING PARTY.
24
SECTION 7.4
SECURITIES FILINGS.
IN THE EVENT EITHER PARTY PROPOSES
TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORS
OF ANY STATE OR OTHER JURISDICTION A REGISTRATION STATEMENT, PERIODIC REPORT, OR
ANY OTHER DISCLOSURE DOCUMENT WHICH DESCRIBES OR REFERS TO THIS AGREEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT, OF 1934, AS
AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, THE PARTY SHALL NOTIFY THE
OTHER PARTY OF SUCH INTENTION AND SHALL PROVIDE SUCH OTHER PARTY WITH A COPY OF
RELEVANT PORTIONS OF THE PROPOSED FILING NOT LESS THAN THREE (3) BUSINESS DAYS
PRIOR TO SUCH FILING (PROVIDED THAT, WHENEVER PRACTICABLE, SUCH PORTIONS SHALL
BE PROVIDED NOT LESS THAN 5 BUSINESS DAYS PRIOR TO SUCH FILING) (AND ANY
REVISIONS TO SUCH PORTIONS OF THE PROPOSED FILING A REASONABLE TIME PRIOR TO THE
FILING THEREOF), INCLUDING ANY EXHIBITS THERETO RELATING TO THE AGREEMENT, AND
SHALL OBTAIN CONFIDENTIAL TREATMENT OF ANY INFORMATION CONCERNING THE AGREEMENT
THAT SUCH OTHER PARTY REQUESTS BE KEPT CONFIDENTIAL (EXCEPT TO THE EXTENT
ADVISED BY COUNSEL THAT CONFIDENTIAL TREATMENT IS NOT AVAILABLE FOR SUCH
INFORMATION), AND SHALL ONLY DISCLOSE CONFIDENTIAL INFORMATION WHICH IT IS
ADVISED BY COUNSEL IS LEGALLY REQUIRED TO BE DISCLOSED.
NO SUCH NOTICE SHALL BE
REQUIRED UNDER THIS SECTION 7.4 IF THE SUBSTANCE OF THE DESCRIPTION OF OR
REFERENCE TO