THEIR RESPECTIVE EMPLOYEES, CONSULTANTS, AFFILIATES AND SUBLICENSEES SHALL
USE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY FOR ANY PURPOSE EXCEPT AS
EXPRESSLY PERMITTED IN THIS AGREEMENT.
4.1.2.
LIMITED DISCLOSURE OF CONFIDENTIAL INFORMATION.
ACCESS AND ILI EACH AGREE THAT ANY DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL
INFORMATION TO ANY OF ITS EMPLOYEES, CONSULTANTS, AFFILIATES OR SUBLICENSEES
SHALL BE MADE ONLY IF AND TO THE EXTENT NECESSARY TO CARRY OUT ITS RIGHTS AND
RESPONSIBILITIES UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE MAXIMUM EXTENT
POSSIBLE CONSISTENT WITH SUCH RIGHTS AND RESPONSIBILITIES, AND SHALL ONLY BE
MADE TO PERSONS WHO ARE BOUND BY WRITTEN CONFIDENTIALITY OBLIGATIONS TO MAINTAIN
THE CONFIDENTIALITY THEREOF AND NOT TO USE SUCH CONFIDENTIAL INFORMATION EXCEPT
AS EXPRESSLY PERMITTED BY THIS AGREEMENT.
ACCESS AND ILI EACH AGREE NOT TO
DISCLOSE THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTY UNDER ANY
CIRCUMSTANCE WITHOUT PRIOR WRITTEN APPROVAL FROM THE OTHER PARTY, EXCEPT AS
OTHERWISE REQUIRED BY LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THIS
AGREEMENT.
EACH PARTY SHALL TAKE SUCH ACTION, AND SHALL CAUSE ITS AFFILIATES
AND SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE THE CONFIDENTIALITY OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION AS IT WOULD CUSTOMARILY TAKE TO PRESERVE
THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL MATERIALS, WHICH SHALL NOT, IN ANY
EVENT, BE LESS THAN REASONABLE CARE.
EACH PARTY, UPON THE OTHER'S REQUEST, WILL
RETURN ALL THE OTHER PARTY'S CONFIDENTIAL INFORMATION DISCLOSED TO IT BY THE
OTHER PARTY PURSUANT TO THIS AGREEMENT, INCLUDING ALL COPIES AND EXTRACTS OF
DOCUMENTS, WITHIN SIXTY (60) DAYS OF THE REQUEST FOLLOWING THE TERMINATION OF
THIS AGREEMENT, PROVIDED THAT, A PARTY MAY RETAIN CONFIDENTIAL INFORMATION OF
THE OTHER PARTY RELATING TO ANY LICENSE OR RIGHT TO USE TECHNOLOGY WHICH
SURVIVES SUCH TERMINATION AND ONE COPY OF ALL OTHER CONFIDENTIAL INFORMATION MAY
BE RETAINED IN INACTIVE ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE
CONTENTS THEREOF.
4.2
PUBLICITY.
NEITHER PARTY MAY PUBLICLY DISCLOSE THE TERMS OF THIS
AGREEMENT OR THE STATUS OR CONTENT OF THE RESEARCH PROGRAM WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT EITHER PARTY MAY
MAKE SUCH A DISCLOSURE (A) TO THE EXTENT REQUIRED BY LAW OR BY THE REQUIREMENTS
OF ANY NATIONALLY RECOGNIZED SECURITIES EXCHANGE, QUOTATION SYSTEM OR
OVER-THE-COUNTER MARKET ON WHICH SUCH PARTY HAS ITS SECURITIES LISTED OR TRADED
OR (B) TO ANY ACTUAL OR PROSPECTIVE ACQUIRORS, REAL ESTATE OR EQUIPMENT LESSORS,
INVESTORS, LENDERS AND OTHER POTENTIAL FINANCING SOURCES WHO ARE OBLIGATED TO
KEEP SUCH INFORMATION CONFIDENTIAL.
IN THE EVENT THAT SUCH DISCLOSURE IS
REQUIRED BY THE FOREGOING CLAUSE (A), THE DISCLOSING PARTY SHALL MAKE REASONABLE
EFFORTS TO PROVIDE THE OTHER PARTY WITH NOTICE BEFOREHAND AND TO COORDINATE WITH
THE OTHER PARTY TO THE MAXIMUM EXTENT POSSIBLE WITH RESPECT TO THE WORDING AND
TIMING OF ANY SUCH DISCLOSURE.
THE PARTIES SHALL MUTUALLY AGREE ON A PRESS
RELEASE ANNOUNCING THE EXECUTION OF THIS AGREEMENT TO BE ISSUED IMMEDIATELY
FOLLOWING THE EXECUTION HEREOF.
IF EITHER PARTY WISHES TO ISSUE ANY FURTHER
PRESS RELEASE REGARDING THE RESEARCH PROGRAM, IT SHALL