INFORMATION AND MATERIALS FURNISHED TO IT BY THE OTHER PARTY PURSUANT TO THIS
AGREEMENT OR ANY INFORMATION DEVELOPED DURING THE TERM OF THIS AGREEMENT
(COLLECTIVELY, "CONFIDENTIAL INFORMATION"), EXCEPT TO THE EXTENT THAT IT CAN BE
ESTABLISHED BY THE RECEIVING PARTY THAT SUCH CONFIDENTIAL INFORMATION:
(I)
WAS IN THE LAWFUL KNOWLEDGE AND POSSESSION OF THE RECEIVING
PARTY OR ITS AFFILIATES PRIOR TO THE TIME IT WAS DISCLOSED TO, OR LEARNED BY,
THE RECEIVING PARTY, OR WAS OTHERWISE DEVELOPED INDEPENDENTLY BY THE RECEIVING
PARTY, AS EVIDENCED BY WRITTEN RECORDS KEPT IN THE ORDINARY COURSE OF BUSINESS,
OR OTHER DOCUMENTARY PROOF OF ACTUAL USE BY THE RECEIVING PARTY;
(II)
WAS GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AT THE TIME OF ITS DISCLOSURE TO THE RECEIVING PARTY;
(III)
BECAME GENERALLY AVAILABLE TO THE PUBLIC OR OTHERWISE PART OF THE
PUBLIC DOMAIN AFTER ITS DISCLOSURE AND OTHER THAN THROUGH ANY ACT OR OMISSION OF
THE RECEIVING PARTY IN BREACH OF THIS AGREEMENT; OR
(IV)
WAS DISCLOSED TO THE RECEIVING PARTY, OTHER THAN UNDER AN OBLIGATION
OF CONFIDENTIALITY, BY A THIRD PARTY WHO HAD NO OBLIGATION TO THE DISCLOSING
PARTY NOT TO DISCLOSE SUCH INFORMATION TO OTHERS.
Specific aspects or details of Confidential Information shall not be deemed to
be within the public domain or in the possession of the receiving Party merely
because the Confidential Information is embraced by more general information in
the public domain or in the possession of the receiving Party.
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Further, any combination of Confidential Information shall not be considered in
the public domain or in the possession of the receiving Party merely because
individual elements of such Confidential Information are in the public domain or
in the possession of the receiving Party unless the combination and its
principles are in the public domain or in the possession of the receiving Party.
9.2
AUTHORIZED DISCLOSURE.
EXCEPT AS EXPRESSLY
PROVIDED OTHERWISE IN THIS AGREEMENT, EACH PARTY MAY USE AND DISCLOSE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY AS FOLLOWS:
(I) UNDER APPROPRIATE
CONFIDENTIALITY PROVISIONS SUBSTANTIALLY EQUIVALENT TO THOSE IN THIS AGREEMENT,
IN CONNECTION WITH THE EXERCISE OF RIGHTS GRANTED OR RESERVED IN THIS AGREEMENT
(INCLUDING THE RIGHTS TO DEVELOP AND COMMERCIALIZE CANDIDATE DRUGS AND/OR
LICENSED PRODUCTS AND TO GRANT LICENSES AND SUBLICENSES HEREUNDER), OR (II) TO
ITS AFFILIATES, OR (III) TO THE EXTENT SUCH DISCLOSURE IS REASONABLY NECESSARY
IN FILING OR PROSECUTING PATENT, COPYRIGHT AND TRADEMARK APPLICATIONS,
PROSECUTING OR DEFENDING LITIGATION, COMPLYING WITH APPLICABLE GOVERNMENTAL
REGULATIONS, OBTAINING REGULATORY APPROVAL, CONDUCTING PRECLINICAL OR CLINICAL
TRIALS, MARKETING LICENSED PRODUCTS, OR OTHERWISE REQUIRED BY LAW, PROVIDED,
HOWEVER, THAT IF A PARTY IS REQUIRED BY LAW OR REGULATION TO MAKE ANY SUCH
DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION IT WILL, EXCEPT WHERE
IMPRACTICABLE FOR NECESSARY DISCLOSURES, FOR EXAMPLE IN THE EVENT OF MEDICAL
EMERGENCY, GIVE REASONABLE ADVANCE NOTICE TO THE OTHER PARTY OF SUCH DISCLOSURE
REQUIREMENT AND, EXCEPT TO THE EXTENT INAPPROPRIATE IN THE CASE OF PATENT
APPLICATIONS, WILL USE ITS REASONABLE EFFORTS TO SECURE CONFIDENTIAL TREATMENT
OF