will no
longer have the right to participate in prosecution decisions regarding that
Joint Invention and the other Party will have no obligation to keep that Party
informed of prosecution matters regarding that Joint Invention. Other than as
expressly stated in this Section 4.2, neither Party has any obligation to
account to the other Party for a Joint Invention.
4.3
Rights of CombiMatrix in Inventions pertaining
to [ * ] in the Field of Use are included within Patent Rights or Know How
Rights, as the case may be, and are subject to the license in Section 3.2.
CombiMatrix is not granted (expressly or implied) any license or other right
under any intellectual property owned by or licensed to Illumina or its
Affiliates, except for rights in Joint Inventions as provided in Section 4.2.
5.
CONFIDENTIALITY.
5.1
TO THE EXTENT PERMITTED BY LAW, EACH PARTY
AGREES TO TREAT IN CONFIDENCE, AND NOT DISCLOSE TO ANY INDIVIDUAL OR ENTITY
(EXCEPT AS PERMITTED HEREIN), FOR A PERIOD BEGINNING ON THE EFFECTIVE DATE AND
ENDING THREE YEARS AFTER THE END DATE, ANY WRITTEN INFORMATION PROVIDED TO IT BY
THE OTHER PARTY UNDER THIS SUPPLY AGREEMENT THAT IS STAMPED "CONFIDENTIAL," (OR
WITH A SIMILAR DESIGNATION) ("CONFIDENTIAL INFORMATION"), EXCEPT FOR INFORMATION
THAT (I) WAS PREVIOUSLY KNOWN TO THE RECEIVING PARTY OTHER THAN FROM DISCLOSURE
BY THE DISCLOSING PARTY, (II) IS OR BECOMES PUBLICLY AVAILABLE THROUGH NO FAULT
OF THE RECEIVING PARTY, (III) IS DISCLOSED TO THE RECEIVING PARTY BY A THIRD
PARTY WHO HAS THE RIGHT TO DISCLOSE THAT INFORMATION WITHOUT BREACHING A
CONFIDENTIALITY OBLIGATION TO THE OTHER PARTY, (IV) IS INDEPENDENTLY DEVELOPED
BY THE RECEIVING PARTY WITHOUT ANY
5
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. "[ * ]" BRACKETED ASTERISKS DENOTE SUCH OMISSIONS.
CONFIDENTIAL
RELIANCE ON THE INFORMATION PROVIDED BY THE PROVIDING PARTY, OR (V) IS REQUIRED
TO BE DISCLOSED BY LAW, COURT ORDER, RULE, OR REGULATION, PROVIDED THAT PROMPTLY
AFTER BECOMING AWARE OF THE REQUIREMENT FOR DISCLOSURE PURSUANT TO THIS PART
(V), AND PRIOR TO ANY DISCLOSURE, THE PARTY WHO IS REQUIRED TO MAKE THE
DISCLOSURE NOTIFIES THE OTHER PARTY AND ASSISTS THAT OTHER PARTY IN ANY LAWFUL
EFFORTS IT MAY UNDERTAKE TO LIMIT, RESTRICT, OR CANCEL THE REQUIREMENT TO
DISCLOSE AND, THEREAFTER, ONLY DISCLOSES THAT AMOUNT OF INFORMATION THAT IS
NECESSARY TO MEET THE REQUIREMENT.
5.2
ANY ORAL DISCLOSURES BETWEEN THE PARTIES SHALL
BE IDENTIFIED AS BEING CONFIDENTIAL BY WRITTEN NOTICE DELIVERED TO THE OTHER
PARTY WITHIN 30 DAYS AFTER THE DATE OF THE ORAL DISCLOSURE AND SHALL BE INCLUDED
IN CONFIDENTIAL INFORMATION ACCORDINGLY.
5.3
A receiving Party may use Confidential
Information only as necessary to further the objectives of this Supply
Agreement. A receiving Party shall protect the Confidential Information using at
least the same degree of care it uses to protect its own Confidential
Information, but in no event shall it use less than reasonable care. A receiving
Party has the right to disclose the Confidential Information to its employees,
Affiliates, agents, directors,