SUCH OTHER PARTY, IF, IN EACH CASE, THE PERSON RECEIVING
SUCH CONFIDENTIAL INFORMATION OF THE OTHER PARTY AGREES IN WRITING TO MAINTAIN
THE
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 Securities Exchange Act of 1934,
as amended.
12
CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION OF THE OTHER PARTY WITH TERMS
AT LEAST AS RESTRICTIVE AS THOSE CONTAINED IN SECTION 4.1.1; (C) AS REASONABLY
NECESSARY TO FILE, PROSECUTE OR MAINTAIN PATENTS OR PATENT APPLICATIONS, OR TO
FILE, PROSECUTE OR DEFEND LITIGATION RELATED TO PATENTS OR PATENT APPLICATIONS,
IN ACCORDANCE WITH THIS AGREEMENT; OR (D) AS REQUIRED BY APPLICABLE LAWS;
PROVIDED, THAT, IN THE CASE OF ANY DISCLOSURE UNDER THIS CLAUSE (D), THE
DISCLOSING PARTY SHALL (I) IF PRACTICABLE, PROVIDE THE OTHER PARTY WITH
REASONABLE ADVANCE NOTICE OF AND AN OPPORTUNITY TO COMMENT ON ANY SUCH REQUIRED
DISCLOSURE, (II) IF REQUESTED BY THE OTHER PARTY, COOPERATE IN ALL REASONABLE
RESPECTS WITH THE OTHER PARTY'S EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT OR A
PROTECTIVE ORDER WITH RESPECT TO ANY SUCH DISCLOSURE, AT THE OTHER PARTY'S
EXPENSE AND (III) USE GOOD FAITH EFFORTS TO INCORPORATE THE COMMENTS OF SUCH
OTHER PARTY IN ANY SUCH DISCLOSURE OR REQUEST FOR CONFIDENTIAL TREATMENT OR A
PROTECTIVE ORDER.
5.1.3
EMPLOYEES AND CONSULTANTS.
ILI AND ORAL DNA EACH
HEREBY REPRESENTS THAT ALL OF ITS EMPLOYEES AND CONSULTANTS, AND ALL OF THE
EMPLOYEES AND CONSULTANTS OF ITS AFFILIATES, WHO PARTICIPATE IN THE ACTIVITIES
CONTEMPLATED BY THIS AGREEMENT OR HAVE ACCESS TO CONFIDENTIAL INFORMATION OF THE
OTHER PARTY ARE OR WILL, PRIOR TO THEIR PARTICIPATION OR ACCESS, BE BOUND BY
WRITTEN OBLIGATIONS TO MAINTAIN SUCH CONFIDENTIAL INFORMATION IN CONFIDENCE AND
NOT TO USE SUCH INFORMATION EXCEPT AS EXPRESSLY PERMITTED HEREUNDER.
EACH PARTY
AGREES TO USE, AND TO CAUSE ITS AFFILIATES TO USE, REASONABLE EFFORTS TO ENFORCE
SUCH OBLIGATIONS.
5.2
PUBLICITY.
NEITHER PARTY SHALL ISSUE A
PRESS OR NEWS RELEASE OR MAKE ANY SIMILAR PUBLIC ANNOUNCEMENT RELATED TO THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
PRIOR TO THE
EFFECTIVE DATE, THE PARTIES SHALL AGREE UPON THE TIMING AND CONTENT OF AN
INITIAL JOINT PRESS RELEASE RELATING TO THE EXECUTION OF THIS AGREEMENT AND ITS
TERMS.
EXCEPT TO THE EXTENT ALREADY DISCLOSED IN THAT INITIAL PRESS RELEASE,
(I) NO DISCLOSURE OF THE EXISTENCE OF THIS AGREEMENT OR ITS TERMS MAY BE MADE BY
EITHER PARTY, AND (II) NO PARTY SHALL USE THE NAME, TRADEMARK, TRADE NAME OR
LOGO OF THE OTHER PARTY OR ITS EMPLOYEES IN ANY PUBLICITY, NEWS RELEASE OR
PROMOTIONAL MATERIALS RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WITHOUT
THE PRIOR EXPRESS WRITTEN PERMISSION OF THE OTHER PARTY, EXCEPT AS PERMITTED BY
THIS AGREEMENT OR AS MAY BE REQUIRED BY APPLICABLE LAWS OR JUDICIAL ORDER.
THE
PARTY DESIRING TO MAKE ANY SUCH PUBLIC ANNOUNCEMENT SHALL PROVIDE THE OTHER
PARTY WITH A WRITTEN COPY OF THE PROPOSED ANNOUNCEMENT SUFFICIENTLY IN ADVANCE
OF THE PUBLIC RELEASE