REPRODUCTIONS, IN WHOLE OR IN PART, OF
SUCH WRITTEN, ELECTRONIC OR OTHER TANGIBLE MATERIAL OR ANY OTHER MATERIALS IN
WRITTEN, ELECTRONIC OR OTHER TANGIBLE FORMAT BASED ON, REFLECTING OR CONTAINING
INFORMATION PREPARED BY SUCH PARTY, AND/OR (II) RETURN TO THE REQUESTING PARTY,
AT THE EXPENSE OF THE REQUESTING PARTY, ALL COPIES OF THE INFORMATION FURNISHED
TO SUCH PARTY BY OR ON BEHALF OF THE REQUESTING PARTY.
NOTWITHSTANDING THE
FOREGOING, EACH PARTY MAY MAINTAIN THE CONFIDENTIAL INFORMATION OF THE OTHER
PARTY THAT IS CONTAINED IN SUCH PARTY'S ELECTRONIC BACK-UP FILES THAT ARE
CREATED IN THE NORMAL COURSE OF BUSINESS PURSUANT TO SUCH PARTY'S STANDARD
PROTOCOL FOR PRESERVING ITS ELECTRONIC RECORDS.
7.2
PROTECTIVE ARRANGEMENTS.
IN THE EVENT THAT
EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, EITHER (I) DETERMINES AFTER
CONSULTATION WITH COUNSEL, IN THE OPINION OF SUCH COUNSEL THAT IT IS REQUIRED BY
LAW TO DISCLOSE ANY INFORMATION, OR (II) RECEIVES ANY DEMAND UNDER LAWFUL
PROCESS OR FROM ANY GOVERNMENTAL ENTITY TO DISCLOSE OR PROVIDE INFORMATION OF
THE OTHER PARTY OR THEIR RESPECTIVE SUBSIDIARIES THAT IS SUBJECT TO THE
CONFIDENTIALITY PROVISIONS HEREOF, SUCH PARTY SHALL NOTIFY THE OTHER PARTY PRIOR
TO DISCLOSING OR PROVIDING SUCH INFORMATION AND SHALL COOPERATE AT THE EXPENSE
OF THE REQUESTING PARTY (AND TO THE EXTENT LEGALLY PERMISSIBLE) IN SEEKING ANY
REASONABLE PROTECTIVE ARRANGEMENTS REQUESTED BY SUCH OTHER PARTY.
SUBJECT TO
THE FOREGOING, THE PARTY THAT RECEIVED SUCH REQUEST MAY THEREAFTER (I) FURNISH
ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION THAT IS LEGALLY REQUIRED,
(II) GIVE NOTICE TO THE OTHER PARTY OF THE INFORMATION TO BE DISCLOSED AS FAR IN
ADVANCE AS IS PRACTICAL, AND (III) EXERCISE REASONABLE BEST EFFORTS TO OBTAIN
RELIABLE ASSURANCE THAT THE CONFIDENTIAL NATURE OF SUCH INFORMATION SHALL BE
MAINTAINED.
ARTICLE VIII
ACCESS TO INFORMATION AND SERVICES
8.1
PROVISION OF BOOKS AND RECORDS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN ANY
ANCILLARY AGREEMENT, AS SOON AS PRACTICABLE AFTER THE DISTRIBUTION DATE, PDL AND
FACET SHALL COOPERATE TO PROVIDE THAT ORIGINALS OF FACET BOOKS AND RECORDS
(INCLUDING ALL DOCUMENTS AND ELECTRONICALLY STORED INFORMATION EXCEPT E-MAILS OR
OTHER ELECTRONIC CORRESPONDENCE NOT READILY AVAILABLE IN HARD COPY) WHICH SOLELY
RELATE TO FACET OR THE CONDUCT OF THE FACET BUSINESS, AS THE CASE MAY BE, UP TO
THE EFFECTIVE TIME, ARE IN THE POSSESSION OR CONTROL OF FACET OR A FACET
SUBSIDIARY.
27
(B)
WITH RESPECT TO FACET BOOKS AND RECORDS
(INCLUDING E-MAILS AND OTHER ELECTRONIC CORRESPONDENCE NOT READILY AVAILABLE IN
HARD COPY) THAT RELATE TO BOTH THE FACET BUSINESS AND THE PDL BUSINESS (THE
"COMBINED BOOKS AND RECORDS"), (I) THE PARTIES SHALL USE GOOD FAITH EFFORTS TO
DIVIDE AS SOON AS PRACTICABLE BUT NO LATER THAN SIX (6) MONTHS FOLLOWING THE
DISTRIBUTION DATE SUCH COMBINED BOOKS AND RECORDS INTO THE BOOKS AND RECORDS
WHICH SOLELY RELATE TO PDL OR THE CONDUCT OF THE PDL BUSINESS AND THOSE THAT
RELATE SOLELY TO FACET AND THE FACET BUSINESS, AS THE CASE MAY BE, UP TO THE
EFFECTIVE TIME, AS APPROPRIATE, AND (II) TO THE EXTENT SUCH COMBINED BOOKS AND
RECORDS