DISCLOSE THE OTHER'S CONFIDENTIAL INFORMATION TO
THE EXTENT SUCH DISCLOSURE IS REASONABLY NECESSARY IN PROSECUTING OR DEFENDING
LITIGATION OR COMPLYING WITH APPLICABLE GOVERNMENTAL REGULATIONS, SUBMITTING
INFORMATION TO TAX OR OTHER GOVERNMENTAL AUTHORITIES; PROVIDED THAT IN (I), TO
THE EXTENT POSSIBLE, THE RECIPIENT IS BOUND BY TERMS AND CONDITIONS AS
PROTECTIVE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION AS THE TERMS AND
CONDITIONS OF THIS ARTICLE 11, AND FURTHER PROVIDED THAT IN (II) IF A PARTY IS
LEGALLY REQUIRED TO MAKE ANY SUCH DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL
INFORMATION, TO THE EXTENT IT MAY LEGALLY DO SO, IT WILL GIVE REASONABLE ADVANCE
WRITTEN NOTICE TO THE LATTER PARTY OF SUCH DISCLOSURE AND WILL USE ITS
REASONABLE EFFORTS TO SECURE CONFIDENTIAL TREATMENT OF SUCH CONFIDENTIAL
INFORMATION PRIOR TO ITS DISCLOSURE (WHETHER THROUGH PROTECTIVE ORDERS OR
OTHERWISE). MGI, ITS AFFILIATE, AND LICENSEES SHALL NOT DISCLOSE INFORMATION
ABOUT DECITABINE IMPROVEMENTS EXCEPT TO THE EXTENT LICENSED TO MGI HEREUNDER, AS
REQUIRED IN MGI'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WITHOUT SUPERGEN'S
PRIOR WRITTEN CONSENT.
11.4
PRIOR NON-DISCLOSURE AGREEMENTS. UPON EXECUTION
OF THIS AGREEMENT, THE TERMS OF THIS SECTION 11 SHALL SUPERCEDE ANY PRIOR
NON-DISCLOSURE, SECRECY, OR CONFIDENTIALITY AGREEMENT BETWEEN THE PARTIES. ANY
INFORMATION DISCLOSED UNDER SUCH PRIOR AGREEMENTS SHALL BE DEEMED DISCLOSED
UNDER THIS AGREEMENT.
11.5
TERMS OF THE AGREEMENT. EACH OF THE PARTIES
HERETO AGREES NOT TO DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED, EXCEPT (I) TO ADVISORS, LEGAL COUNSEL,
EXISTING AND POTENTIAL INVESTORS AND OTHERS ON A NEED-TO-KNOW BASIS UNDER
CONDITIONS WHICH REASONABLY ENSURE THE CONFIDENTIALITY THEREOF, (II) AS REQUIRED
BY ANY COURT OR OTHER GOVERNMENTAL BODY; (III) AS OTHERWISE REQUIRED BY LAW;
(IV) IN CONFIDENCE, IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT OR
RIGHTS UNDER THIS AGREEMENT; (V) IN CONFIDENCE, IN CONNECTION WITH A MERGER,
ACQUISITION OF STOCK OR ASSETS, PROPOSED MERGER OR ACQUISITION, OR THE LIKE;
(VI) AS ADVISABLE OR REQUIRED IN CONNECTION WITH ANY GOVERNMENT OR REGULATORY
FILINGS, INCLUDING WITHOUT LIMITATION FILINGS WITH THE SEC, PROVIDED THAT THE
FILING PARTY CONSULTS IN GOOD FAITH WITH THE PARTY WHOSE CONFIDENTIAL
INFORMATION IS TO BE DISCLOSED WITH RESPECT TO THE SPECIFIC DISCLOSURE AND SEEKS
CONFIDENTIAL TREATMENT TO THE EXTENT REASONABLY PRACTICAL; AND (VII) AS REQUIRED
TO BE DISCLOSED IN SUCH PARTY'S FINANCIAL STATEMENTS AS REASONABLY REQUIRED OR
RECOMMENDED BY SUCH PARTY'S INDEPENDENT AUDITOR.
32
11.6
PUBLICATION OF LICENSED PRODUCT INFORMATION. MGI
SHALL PUBLISH, PUBLICLY PRESENT AND/OR SUBMIT FOR WRITTEN OR ORAL PUBLICATION A
MANUSCRIPT, ABSTRACT OR THE LIKE WHICH INCLUDES DATA OR OTHER INFORMATION
RELATING TO LICENSED PRODUCT ONLY AFTER PROVIDING SUPERGEN WITH OPPORTUNITY TO
REVIEW THE PUBLICATION FOR AT LEAST FIFTEEN (15) BUSINESS DAYS AFTER SUBMISSION
TO SUPERGEN FOR REVIEW. IF SUPERGEN DESIRES TO FILE PATENT APPLICATIONS WITH
RESPECT THERETO SUPERGEN SHALL NOTIFY MGI WITHIN THE FOREGOING FIFTEEN (15)
BUSINESS DAY PERIOD AND SHALL HAVE AN ADDITIONAL SIXTY (60) DAYS TO FILE PRIOR
TO PUBLICATION. MGI SHALL NOT