OUTSIDE CONTRACTORS AND CLINICAL INVESTIGATORS, ON A
NEED-TO-KNOW BASIS AND ON CONDITION THAT SUCH ENTITIES OR PERSONS AGREE TO KEEP
THE CONFIDENTIAL INFORMATION CONFIDENTIAL TO THE SAME EXTENT AS SUCH PARTY IS
REQUIRED TO KEEP THE CONFIDENTIAL INFORMATION CONFIDENTIAL FOR A TERM NOT LESS
THAN [**] ([**]) YEARS FROM THE DATE OF DISCLOSURE TO SUCH PARTY; PROVIDED,
THAT, BAYER SHALL NOT HAVE THE RIGHT TO DISCLOSE ANY HAP MARKER TO ANY EXTERNAL
GENOTYPING CONTRACTOR HIRED BY BAYER, UNLESS SUCH HAP MARKER WAS KNOWN TO BAYER
PRIOR TO THE FIRST STEERING COMMITTEE MEETING, AS EVIDENCED BY CONTEMPORARY
WRITTEN DOCUMENTATION; AND
(II)
GOVERNMENT OR OTHER REGULATORY AUTHORITIES
TO THE EXTENT THAT SUCH DISCLOSURE IS REASONABLY NECESSARY TO OBTAIN OR MAINTAIN
PATENTS OR AUTHORIZATIONS TO CONDUCT CLINICAL TRIALS OF, AND TO COMMERCIALLY
MARKET, PRODUCTS PURSUANT TO THIS AGREEMENT.
6.2
INJUNCTIVE RELIEF.
THE PARTIES UNDERSTAND
AND AGREE THAT REMEDIES AT LAW MAY BE INADEQUATE TO PROTECT AGAINST ANY BREACH
OF ANY OF THE PROVISIONS OF THIS ARTICLE VI BY EITHER PARTY OR THEIR EMPLOYEES,
AGENTS, OFFICERS OR DIRECTORS OR ANY OTHER PERSON ACTING IN CONCERT WITH IT OR
ON ITS BEHALF.
ACCORDINGLY, EACH PARTY SHALL BE ENTITLED TO THE GRANTING OF
INJUNCTIVE RELIEF BY A COURT OF COMPETENT JURISDICTION AGAINST ANY ACTION THAT
CONSTITUTES ANY SUCH BREACH OF THIS ARTICLE VI.
6.3
PUBLICATION.
THE PARTIES AGREE TO USE
COMMERCIALLY REASONABLE EFFORTS TO MONITOR PUBLIC SCIENTIFIC AND OTHER
DISCLOSURES OF THE RESULTS OF THE COLLABORATION TO PREVENT ANY PREMATURE PUBLIC
DISCLOSURE OF SUCH RESULTS.
THE PARTIES SHALL ESTABLISH A PROCEDURE FOR
PUBLICATION REVIEW, WHICH SHALL INCLUDE STEERING COMMITTEE APPROVAL, NOT TO BE
UNREASONABLY WITHHELD.
EACH PARTY SHALL FIRST SUBMIT TO THE OTHER PARTY AN
EARLY DRAFT OF ALL SUCH PUBLICATIONS, WHETHER THEY ARE TO BE PRESENTED ORALLY OR
IN WRITTEN FORM, AT LEAST [**] ([**]) DAYS PRIOR TO SUBMISSION (IF IN WRITTEN
FORM, INCLUDING ABSTRACTS) OR PRESENTATION (IF AN ORAL DISCLOSURE) TO DETERMINE
(A) WHETHER THE PROPOSED DISCLOSURE CONTAINS ANY CONFIDENTIAL INFORMATION OF THE
OTHER PARTY OR (B) WHETHER THE INFORMATION CONTAINED IN THE PROPOSED DISCLOSURE
SHOULD BE THE SUBJECT OF A PATENT APPLICATION PRIOR TO SUCH DISCLOSURE.
THE
OTHER PARTY SHALL HAVE [**] ([**]) DAYS FROM ITS RECEIPT OF ANY SUCH ABSTRACT,
MANUSCRIPT OR PRESENTATION IN WHICH TO NOTIFY THE PARTY IN WRITING OF ANY
SPECIFIC OBJECTIONS TO THE DISCLOSURE, BASED ON EITHER THE NEED TO SEEK PATENT
PROTECTION OR CONCERN REGARDING THE SPECIFIC DISCLOSURE OF THE CONFIDENTIAL
INFORMATION OF SUCH PARTY.
IN THE EVENT A PARTY OBJECTS TO THE DISCLOSURE, THE
OTHER PARTY AGREES NOT TO SUBMIT THE PUBLICATION OR MAKE THE PRESENTATION
CONTAINING THE OBJECTED-TO INFORMATION UNTIL THE PARTY IS GIVEN A REASONABLE
ADDITIONAL PERIOD OF TIME (NOT TO EXCEED AN ADDITIONAL [**] ([**]) DAYS) TO SEEK
PATENT PROTECTION FOR ANY MATERIAL IN THE DISCLOSURE WHICH IT BELIEVES IS
PATENTABLE OR, IN THE CASE OF CONFIDENTIAL INFORMATION, TO ALLOW THE PARTY TO
DELETE ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY FROM THE PROPOSED
DISCLOSURE.
EACH PARTY AGREES TO DELETE FROM THE PROPOSED