AND SHALL NOT DISCLOSE, USE OR GRANT THE USE OF SUCH INFORMATION OF
THE OTHER PARTY, EXCEPT ON A NEED-TO-KNOW BASIS TO SUCH PARTY'S OR ITS
SUBSIDIARIES' DIRECTORS, OFFICERS AND EMPLOYEES, AND SUCH PARTY'S CONSULTANTS
AND COLLABORATORS, TO THE EXTENT SUCH DISCLOSURE IS REASONABLY NECESSARY IN
CONNECTION WITH SUCH PARTY'S ACTIVITIES AS EXPRESSLY AUTHORIZED BY THE
AGREEMENT.
TO THE EXTENT THAT DISCLOSURE TO ANY PERSON IS AUTHORIZED BY THE
AGREEMENT, PRIOR TO DISCLOSURE, A PARTY SHALL ADVISE SUCH PERSON OF THE
CONFIDENTIAL NATURE OF SUCH INFORMATION AND NOT TO DISCLOSE, USE OR GRANT THE
USE OF THE INFORMATION OF THE OTHER PARTY EXCEPT AS EXPRESSLY PERMITTED UNDER
THE AGREEMENT. THE CONFIDENTIALITY OBLIGATIONS UNDER THIS ARTICLE 6.05 SHALL NOT
APPLY TO THE EXTENT THAT A PARTY IS REQUIRED TO DISCLOSE INFORMATION BY
APPLICABLE LAW, REGULATION OR ORDER OF A GOVERNMENTAL AGENCY OR A COURT OF
COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT TO THE EXTENT PRACTICABLE, SUCH
PARTY (A) SHALL PROVIDE ADVANCE WRITTEN NOTICE THEREOF TO THE OTHER PARTY AND
CONSULT WITH THE OTHER PARTY PRIOR TO SUCH DISCLOSURE WITH RESPECT THERETO, AND
(B) SHALL PROVIDE THE OTHER PARTY WITH REASONABLE ASSISTANCE, AS REQUESTED BY
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THE OTHER PARTY, TO OBJECT TO ANY SUCH DISCLOSURE OR TO REQUEST CONFIDENTIAL
TREATMENT THEREOF, AND (C) SHALL TAKE REASONABLE ACTION TO AVOID AND/OR MINIMIZE
THE EXTENT OF SUCH DISCLOSURE. BRACCO UNDERSTANDS THAT PROMPTLY AFTER EXECUTION
OF THIS AGREEMENT, ACUS SHALL REPORT THE AGREEMENT PURSUANT TO A FILING OF A
REPORT ON FORM 8-K WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
("SEC"), WHICH REPORT SHALL INCLUDE FILING A COPY OF THIS AGREEMENT WITH THE
EXCLUSION OF THOSE SECTIONS RELATING TO THE FINANCIAL AND COMMERCIAL TERMS THAT,
UPON ACUS' PROMPT REQUEST, THE SEC WILL ACCEPT TO MAINTAIN CONFIDENTIAL.
6.07
Any notice or request required or permitted to be
given under or in connection with this Agreement or the subject matter hereof,
shall be deemed to have been sufficiently given when, if given to ACUS,
addressed to:
Sherri Oberg,
President and CEO
Acusphere, Inc.
500 Arsenal Street
Watertown, MA 02472
USA
Facsimile:
(617) 926-4750
Phone: (617) 648-8800
and, if given to BRACCO, addressed to:
Dr. Roberto Rettani
CEO and Managing Director
Bracco Imaging Spa
Via Egidio Folli 50
20134 Milano
Italy
Phone:
(+39) 02 21 77 28 18
Facsimile:
(+39) 02 21 77 27 71
copy to:
Legal Department
Bracco Spa
Via Egidio Folli 50
20134 Milano
Italy
Phone:
(+39) 02 21 77 24 31
Facsimile:
(+39) 02 21 77 27 74
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sent by electronic telecopy (fax) or email and, in each case, confirmed by
certified or registered mail.
Any notice, if sent properly addressed by electronic telecopy (fax) or email and
confirmed by certified or registered mail, shall be deemed made on the certified
or delivered date.
Either Party may give written notice of a change of address in the
above-mentioned way and, after notice of such change has been received, any
notice or request required to be given shall thereafter be given to