OFFICERS,
EMPLOYEES, AND AGENTS (COLLECTIVELY, "HHMI INDEMNITEES"), WILL BE INDEMNIFIED,
DEFENDED BY COUNSEL ACCEPTABLE TO HHMI, AND HELD HARMLESS BY COMPANY FROM AND
AGAINST ANY CLAIM, LIABILITY, COST, EXPENSE, DAMAGE, DEFICIENCY, LOSS, OR
OBLIGATION, OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES OF DEFENSE) (COLLECTIVELY,
"CLAIMS"), BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY.
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
21
THE OBLIGATION OF COMPANY TO DEFEND AND INDEMNIFY AS SET OUT IN THIS PARAGRAPH
7.1 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
ARTICLE 8
CONFIDENTIALITY
8.1
CONFIDENTIALITY.
DURING THE TERM OF THIS AGREEMENT, THE PARTIES
MAY EXCHANGE INFORMATION, WHICH THEY CONSIDER TO BE CONFIDENTIAL.
"CONFIDENTIAL
INFORMATION" HEREUNDER SHALL, SUBJECT TO PARAGRAPH 8.2, MEAN ANY INFORMATION OR
MATERIALS WHICH ARE DISCLOSED BY ONE PARTY (THE "DISCLOSER") TO THE OTHER PARTY
(THE "RECIPIENT"), WHETHER ORALLY, VISUALLY, OR IN TANGIBLE FORM, AND ALL COPIES
THEREOF.
TANGIBLE MATERIALS THAT DISCLOSE OR EMBODY CONFIDENTIAL INFORMATION
SHALL BE MARKED BY DISCLOSER AS "CONFIDENTIAL", "PROPRIETARY" OR THE SUBSTANTIAL
EQUIVALENT THEREOF.
CONFIDENTIAL INFORMATION THAT IS DISCLOSED ORALLY OR
VISUALLY SHALL BE IDENTIFIED BY DISCLOSER AS CONFIDENTIAL AT THE TIME OF
DISCLOSURE AND REDUCED TO A WRITTEN SUMMARY BY DISCLOSER, WHICH SHALL MARK SUCH
SUMMARY AS "CONFIDENTIAL", "PROPRIETARY" OR THE SUBSTANTIAL EQUIVALENT THEREOF,
AND DELIVER IT TO RECIPIENT BY THE END OF THE MONTH FOLLOWING THE MONTH IN WHICH
DISCLOSURE OCCURS.
SUCH INFORMATION SHALL BE TREATED AS CONFIDENTIAL
INFORMATION PENDING RECEIPT OF SUCH SUMMARY.
NOTWITHSTANDING THE FOREGOING,
THIS AGREEMENT AND THE TERMS OF THIS AGREEMENT SHALL BE CONSIDERED CONFIDENTIAL
INFORMATION OF EACH PARTY HERETO (WITH THE EXCEPTION THAT JHU MAY DISCLOSE THE
TERMS OF THIS AGREEMENT IN CONFIDENCE TO HHMI), AND EACH PARTY SHALL BE DEEMED
BOTH A DISCLOSER AND RECIPIENT THEREOF; AND THE REPORTS AND OTHER INFORMATION
DELIVERED PURSUANT TO PARAGRAPHS 5.1 AND/OR 5.2 HEREOF SHALL ALSO BE
CONFIDENTIAL INFORMATION.
THE RECIPIENT SHALL EMPLOY ALL REASONABLE EFFORTS TO
MAINTAIN THE SECRECY AND CONFIDENTIALITY OF CONFIDENTIAL INFORMATION RECEIVED BY
IT, SUCH EFFORTS TO BE NO LESS THAN THE DEGREE OF CARE EMPLOYED BY THE RECIPIENT
TO PRESERVE AND SAFEGUARD ITS OWN CONFIDENTIAL INFORMATION.
THE CONFIDENTIAL
INFORMATION SHALL NOT BE DISCLOSED OR REVEALED TO ANYONE EXCEPT EMPLOYEES OF THE
RECIPIENT WHO HAVE A NEED TO KNOW THE INFORMATION AND WHO HAVE ENTERED INTO A
SECRECY AGREEMENT WITH THE RECIPIENT UNDER WHICH SUCH EMPLOYEES ARE REQUIRED TO
MAINTAIN CONFIDENTIAL THE PROPRIETARY INFORMATION OF THE RECIPIENT AND SUCH
EMPLOYEES SHALL BE ADVISED BY THE RECIPIENT OF THE CONFIDENTIAL NATURE OF THE
INFORMATION AND THAT THE INFORMATION SHALL BE TREATED ACCORDINGLY.
8.2
EXCEPTIONS.
THE RECIPIENT MAY DISCLOSE CONFIDENTIAL INFORMATION
ONLY TO THE EXTENT REQUIRED BY LAW (AS REASONABLY DETERMINED BY THE RECIPIENT'S
COUNSEL), GOVERNMENT REGULATION OR COURT ORDER AND AFTER