LICENSOR'S GRANT OF THE LICENSE TO LICENSEE.
OTHER THAN
THE INITIAL PRESS RELEASE, NEITHER PARTY WILL ORIGINATE ANY PUBLICITY, NEWS
RELEASE OR PUBLIC ANNOUNCEMENT, WRITTEN OR ORAL, WHETHER TO THE PUBLIC, THE
PRESS, STOCKHOLDERS OR OTHERWISE, DISCLOSING THE EXISTENCE OF THIS AGREEMENT,
THE SUBJECT MATTER TO WHICH IT RELATES, THE PERFORMANCE UNDER IT OR ANY OF ITS
SPECIFIC TERMS AND CONDITIONS WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER
PARTY, EXCEPT SUCH ANNOUNCEMENTS, AS IN THE OPINION OF THE COUNSEL FOR THE PARTY
MAKING SUCH ANNOUNCEMENT, ARE REQUIRED BY LAW OR RULES OR REGULATIONS OF ANY
STOCK EXCHANGE ON WHICH A PARTY'S SECURITIES ARE LISTED OR QUOTED.
IF A PARTY
DECIDES TO MAKE AN ANNOUNCEMENT IT BELIEVES TO BE REQUIRED BY LAW WITH RESPECT
TO THIS AGREEMENT, IT WILL GIVE THE OTHER PARTY SUCH NOTICE AS IS REASONABLY
PRACTICABLE.
NOTWITHSTANDING THE FOREGOING, LICENSOR WILL ALSO HAVE THE RIGHT
TO PROVIDE INVESTORS AND POTENTIAL INVESTORS IN LICENSOR WITH INFORMATION
REGARDING (I) THE EXISTENCE OF THIS AGREEMENT AND THE ESSENTIAL TERMS HEREOF AND
(II) PURSUANT TO CONFIDENTIALITY RESTRICTIONS AT LEAST AS STRINGENT AS THOSE SET
FORTH HEREIN WHICH ARE BINDING ON SUCH PERSONS, THE TEXT OF THIS AGREEMENT.
13.3
REQUIRED DISCLOSURE.
THE RECEIVING PARTY WILL BE
ENTITLED TO DISCLOSE CONFIDENTIAL INFORMATION WHERE SUCH DISCLOSURE IS
REASONABLY NECESSARY TO ENFORCE ITS RIGHTS PURSUANT TO THIS AGREEMENT OR WHERE
DEMAND FOR SUCH DISCLOSURE IS MADE ON THE RECEIVING PARTY PURSUANT TO:
(I) A
VALID ORDER OF A COURT OR OTHER GOVERNMENTAL BODY OR (II) ANY OTHER APPLICABLE
LAW; PROVIDED THAT IF THE RECEIVING PARTY INTENDS TO MAKE SUCH DISCLOSURE OR
32
RECEIVES SUCH DEMAND, THE RECEIVING PARTY SHALL GIVE THE DISCLOSING PARTY PROMPT
NOTICE OF SUCH FACT TO ENABLE THE DISCLOSING PARTY TO SEEK A PROTECTIVE ORDER OR
OTHER APPROPRIATE REMEDY CONCERNING ANY SUCH DISCLOSURE.
THE RECEIVING PARTY
WILL FULLY CO-OPERATE WITH THE DISCLOSING PARTY AT THE DISCLOSING PARTY'S
EXPENSE IN CONNECTION WITH THE DISCLOSING PARTY'S EFFORTS TO OBTAIN ANY SUCH
ORDER OR OTHER REMEDY.
IF ANY SUCH ORDER OR OTHER REMEDY DOES NOT FULLY
PRECLUDE DISCLOSURE, THE RECEIVING PARTY WILL MAKE SUCH DISCLOSURE ONLY TO THE
EXTENT THAT SUCH DISCLOSURE IS LEGALLY REQUIRED.
13.4
USE OF NAMES.
NOTHING CONTAINED IN THIS
AGREEMENT WILL BE CONSTRUED AS CONFERRING ANY RIGHT ON LICENSEE TO USE IN
ADVERTISING, PUBLICITY OR OTHER PROMOTIONAL ACTIVITIES ANY NAME, TRADE NAME,
TRADEMARK OR OTHER DESIGNATION OF UNIVERSITY, INCLUDING ANY CONTRACTION,
ABBREVIATION OR SIMULATION OF ANY OF THE FOREGOING, UNLESS THE EXPRESS WRITTEN
PERMISSION OF UNIVERSITY HAS BEEN OBTAINED, PROVIDED THAT LICENSEE MAY STATE THE
EXISTENCE OF THIS AGREEMENT.
FOR ANY OTHER USE OTHER THAN THE FOREGOING,
LICENSEE HEREBY EXPRESSLY AGREES NOT TO USE THE NAME "UNIVERSITY OF ROCHESTER"
WITHOUT PRIOR WRITTEN APPROVAL FROM UNIVERSITY.
14.
TERM AND TERMINATION
14.1
TERM.
UNLESS OTHERWISE TERMINATED PURSUANT TO
THIS SECTION 14, THIS AGREEMENT WILL REMAIN IN EFFECT FOR THE LONGER OF TEN (10)
YEARS OR THE LIFE OF THE LICENSOR PATENT RIGHTS, WITH ANY EXTENSIONS, IN THE
TERRITORY ("TERM").
14.2
TERMINATION BY