CONFIDENCE AND USE ONLY FOR PURPOSES SPECIFICALLY AUTHORIZED UNDER
THIS AGREEMENT: (I) INFORMATION AND DATA RECEIVED FROM THE OTHER PARTY RESULTING
FROM OR RELATED TO KNOW-HOW, THE DEVELOPMENT OF LEAD COMPOUNDS, DEVELOPMENT
CANDIDATES AND LICENSED PRODUCTS AND (II) ALL INFORMATION AND DATA NOT DESCRIBED
IN CLAUSE (I) BUT SUPPLIED BY THE OTHER PARTY UNDER THIS AGREEMENT MARKED
"CONFIDENTIAL."
FOR PURPOSES OF THIS ARTICLE10, INFORMATION AND DATA DESCRIBED
IN CLAUSE (I) OR (II) SHALL BE REFERRED TO AS "INFORMATION."
10.1.2
LIMITATIONS.
TO THE EXTENT IT IS REASONABLY NECESSARY
OR APPROPRIATE TO FULFILL ITS OBLIGATIONS OR EXERCISE ITS RIGHTS UNDER THIS
AGREEMENT, A PARTY MAY DISCLOSE INFORMATION IT IS OTHERWISE OBLIGATED UNDER THIS
SECTION 10.1 NOT TO DISCLOSE TO ITS AFFILIATES, SUBLICENSEES, CONSULTANTS,
OUTSIDE CONTRACTORS AND CLINICAL INVESTIGATORS, ON A NEED-TO-KNOW BASIS ON
CONDITION THAT SUCH ENTITIES OR PERSONS ENTER INTO WRITTEN AGREEMENTS TO KEEP
THE INFORMATION CONFIDENTIAL FOR THE SAME TIME PERIODS AND TO THE SAME EXTENT AS
SUCH PARTY IS REQUIRED TO KEEP
27
THE INFORMATION CONFIDENTIAL. IN ADDITION A PARTY OR ITS AFFILIATES OR
SUBLICENSEES MAY DISCLOSE SUCH INFORMATION TO GOVERNMENT OR OTHER REGULATORY
AUTHORITIES TO THE EXTENT THAT SUCH DISCLOSURE IS REASONABLY NECESSARY TO OBTAIN
PATENTS OR AUTHORIZATIONS TO CONDUCT CLINICAL TRIALS OF, AND TO COMMERCIALLY
MARKET LICENSED PRODUCTS.
HOWEVER, FOR THE AVOIDANCE OF DOUBT, THE PARTIES
STATE THAT NEITHER SCHERING NOR EPIX SHALL DISCLOSE PRE-CLINICAL OR CLINICAL
DATA OF THE CONTENTS OR PRE-CLINICAL OR CLINICAL STUDY, REPORTS DERIVED FROM
STUDIES OF LICENSED PRODUCTS THAT HAS BEEN RECEIVED FROM THE OTHER PARTY TO
ADVERTISING AGENCIES, MARKETING RESEARCH CONSULTANTS, CUSTOMERS, HEALTHCARE
PROFESSIONALS, CONSUMERS OR REGULATORY AGENCIES WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE OTHER PARTY.
The obligation not to disclose Information shall not apply to any part of such
Information that: (i) is or becomes part of the public domain other than by
unauthorized acts of the Party obligated not to disclose such Information or
those of its Affiliates or Sublicensees; (ii) can be shown by competent evidence
to have been disclosed to the receiving Party or its or Sublicensees by a Third
Party, provided, that such Information was not obtained by such Third Party
directly or indirectly from the other Party under this Agreement pursuant to a
confidentiality agreement; (iii) can be shown by competent evidence, prior to
disclosure under this Agreement, to already have been in the possession of the
receiving Party or its Affiliates or Sublicensees, provided, that such
Information was not obtained directly or indirectly from the other Party under
this Agreement pursuant to a confidentiality agreement; (iv) can be shown by
competent evidence to have been independently developed by the receiving Party
or its Affiliates without breach of any of the provisions of this Agreement; or
(v) is disclosed by the receiving Party pursuant to interrogatories, requests
for information or documents, subpoena, civil investigative demand issued by a
court or governmental agency or as otherwise required by law; provided, that,
the receiving Party notifies the other Party immediately upon receipt thereof so
that