RECEIVING PARTY, ITS
AFFILIATES OR PARENT COMPANIES;
9.1.2
WAS GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AT THE TIME OF ITS DISCLOSURE TO THE RECEIVING PARTY, ITS
AFFILIATES OR PARENT COMPANIES;
9.1.3
BECAME GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AFTER ITS DISCLOSURE AND OTHER THAN THROUGH ANY ACT OR OMISSION OF
THE RECEIVING PARTY, ITS AFFILIATES OR PARENT COMPANIES IN BREACH OF THIS
AGREEMENT; OR
9.1.4
WAS DISCLOSED TO THE RECEIVING PARTY, ITS AFFILIATES OR PARENT
COMPANIES, OTHER THAN UNDER AN OBLIGATION OF CONFIDENTIALITY, BY A THIRD PARTY
WHO HAD NO OBLIGATION TO THE DISCLOSING PARTY, ITS AFFILIATES OR PARENT
COMPANIES NOT TO DISCLOSE SUCH INFORMATION TO OTHERS.
9.2
AUTHORIZED DISCLOSURE.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS
AGREEMENT, A RECEIVING PARTY OR ITS AFFILIATES MAY USE AND DISCLOSE, TO THIRD
PARTIES OR THE PARENT COMPANIES, CONFIDENTIAL INFORMATION OF THE DISCLOSING
PARTY AS FOLLOWS: (I)
WITH RESPECT TO ANY SUCH DISCLOSURE OF CONFIDENTIAL
INFORMATION, UNDER CONFIDENTIALITY PROVISIONS NO LESS RESTRICTIVE THAN THOSE IN
THIS AGREEMENT, AND SOLELY IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS
OR EXERCISE OF RIGHTS GRANTED OR RESERVED IN THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE RIGHTS TO DEVELOP AND COMMERCIALIZE COLLABORATION COMPOUNDS,
LICENSED PRODUCTS, REFUSED CANDIDATES, REFUSED CANDIDATE PRODUCTS AND/OR
RETURNED LICENSED PRODUCTS, AND TO GRANT LICENSES AND SUBLICENSES HEREUNDER),
PROVIDED, THAT CONFIDENTIAL INFORMATION MAY BE DISCLOSED BY A RECEIVING PARTY TO
A GOVERNMENTAL ENTITY OR AGENCY WITHOUT REQUIRING SUCH ENTITY OR AGENCY TO ENTER
INTO A CONFIDENTIALITY AGREEMENT WITH SUCH RECEIVING PARTY IF SUCH RECEIVING
PARTY HAS USED REASONABLE EFFORTS TO IMPOSE SUCH REQUIREMENT WITHOUT SUCCESS AND
DISCLOSURE TO SUCH GOVERNMENTAL ENTITY OR AGENCY IS NECESSARY FOR THE
PERFORMANCE OF THE RECEIVING PARTY'S OBLIGATIONS HEREUNDER; (II) TO THE EXTENT
SUCH DISCLOSURE IS REASONABLY NECESSARY IN FILING OR PROSECUTING PATENT,
COPYRIGHT AND TRADEMARK APPLICATIONS (SUBJECT TO SECTION 9.6 BELOW),
87
COMPLYING WITH APPLICABLE GOVERNMENTAL REGULATIONS, OBTAINING REGULATORY
APPROVALS, CONDUCTING PRE-CLINICAL STUDIES OR CLINICAL STUDIES, MARKETING
LICENSED PRODUCTS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, REGULATION,
RULE OR LEGAL PROCESS (INCLUDING THE RULES OF THE SEC AND ANY STOCK EXCHANGE);
PROVIDED, HOWEVER, THAT IF A RECEIVING PARTY OR ANY OF ITS AFFILIATES OR PARENT
COMPANIES IS REQUIRED BY LAW OR REGULATION TO MAKE ANY SUCH DISCLOSURE OF A
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION IT WILL, EXCEPT WHERE IMPRACTICABLE
FOR NECESSARY DISCLOSURES, FOR EXAMPLE, BUT WITHOUT LIMITATION, IN THE EVENT OF
MEDICAL EMERGENCY, GIVE REASONABLE ADVANCE NOTICE TO THE DISCLOSING PARTY OF
SUCH DISCLOSURE REQUIREMENT AND WILL USE ITS REASONABLE EFFORTS TO SECURE
CONFIDENTIAL TREATMENT OF SUCH CONFIDENTIAL INFORMATION REQUIRED TO BE
DISCLOSED; (III) IN COMMUNICATION WITH ACTUAL OR POTENTIAL INVESTORS, MERGER
PARTNERS, ACQUIRERS, CONSULTANTS, OR PROFESSIONAL ADVISORS ON A NEED TO KNOW
BASIS, IN EACH CASE UNDER CONFIDENTIALITY PROVISIONS NO LESS RESTRICTIVE THAN
THOSE OF THIS AGREEMENT; (IV) TO THE EXTENT AND ONLY TO THE EXTENT THAT SUCH
DISCLOSURE IS REQUIRED TO COMPLY WITH EXISTING EXPRESSLY STATED CONTRACTUAL
OBLIGATIONS OWED TO SUCH PARTY'S, ITS AFFILIATE'S OR