Confidentiality Publication. 7.1 With respect to all Confidential Information, each Party agrees as follows: a. each Party shall treat as confidential, not disclose to Third Parties and preserve the confidentiality of all Confidential Information of the other Party [***]; b. each Party (“receiving Party”) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited to the disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure; c. Notwithstanding Section 7.1(a) – (b), a Party may: (i) disclose Confidential Information of the other Party in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement. d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Appears in 2 contracts
Samples: Collaboration and License Agreement (Caribou Biosciences, Inc.), Collaboration and License Agreement (Caribou Biosciences, Inc.)
Confidentiality Publication. 7.1 With respect to all Confidential Information, each Party agrees as follows:
a. each Party shall treat as confidential, not disclose to Third Parties and preserve (a) UM recognizes that it may properly receive confidential or proprietary data of ANGION for the confidentiality of all Confidential Information conduct of the other Party UM PROJECT, which will be marked as “confidential” at the time of disclosure or, if disclosed in oral or non-tangible format is identified as confidential when first disclosed and reduced to a writing provided to UM confirming its confidential status within [***];
b. each Party *] (“receiving Party”) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited to the disclosing Party’s Background Confidential Information), [***] and/or for *]) business days of disclosure (“Confidential Information”). Notwithstanding the practice foregoing, any information, which by its nature or due to or circumstances of its disclosure, a reasonable person familiar with the UM PROJECT would understand it to be confidential or proprietary, shall be considered Confidential Information regardless of whether a Party has marked the Confidential Information as “Confidential” or “Proprietary” or has otherwise provided a notice confirming the confidentiality of the licenses information. Accordingly, UM’s use of any such Confidential Information which may be supplied by ANGION in the course of this UM PROJECT shall be subject to the respective Confidential Information granted following:
(1) UM agrees to hold such receiving Party under this Agreement, data in confidence to the same level of effort employed to safeguard its own confidential or proprietary records during and shall exercise due care to prevent its unauthorized for a period of [****] ([****]) years from the date of disclosure;
c. Notwithstanding Section 7.1(a(2) – UM agrees to use such data solely for the conduct of the UM PROJECT
(3) UM agrees not to publish or otherwise reveal such data to others outside UM without the written permission of ANGION, unless the data has already been published or disclosed publicly by third parties.
(b)) Subject to the terms of paragraph (a) above, a either Party may: (i) disclose Confidential Information of may publish its results from this DOD Project. However, the publishing Party shall provide the other Party a [****]-day ([****]) period in connection with an order of a court which to review proposed publications, identify confidential or other government body proprietary and patentable information, and to submit comments. The publishing Party shall not publish or as otherwise required disclose confidential or proprietary information identified by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party and the publishing Party will give full consideration to all comments before publication. Furthermore, upon request of the reviewing Party, publication will be deferred for up to [****] ([****]) additional days for preparation and filing of a patent application which the reviewing Party has the right to file or to have filed at its request by the publishing Party.
(c) The obligation to protect Confidential Information shall not apply to any information that: (1) is already in the rightful possession of (other than from ANGION), or is independently developed without use of or reference to the Confidential Information by UM; (2) becomes publicly available other than through breach of this Section 8; or (3) is received by UM from a third party with notice authorization to make the disclosure on a non-confidential basis. In the event that UM is required by court order, governmental authority or operation of any such required disclosure law to disclose Confidential Information, UM shall promptly inform ANGION in advance of such disclosure writing so that the disclosing Party ANGION may seek a protective order or other appropriate remedy. UM shall reasonably cooperate to facilitate ANGION’s efforts to obtain any such order or other remedy. In the event that no such protective order or other remedy is obtained, (B) discloses then UM may furnish only that portion of the Confidential Information that it is advised by counsel that it which UM is legally required to disclose, disclose and (C) exercises shall exercise reasonable efforts to cooperate with the disclosing Party should it seek continue to obtain a protective order or other assurance that treat such portion of Confidential Information as confidential treatment will be accorded pursuant to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Appears in 2 contracts
Samples: Subcontractor Agreement (Angion Biomedica Corp.), Subcontractor Agreement (Angion Biomedica Corp.)
Confidentiality Publication. 7.1 With respect 8.1 In fulfilling their obligations under this License Agreement, it may be desirable or necessary for the parties to all disclose to one another certain of their Confidential Information. In the event of receipt of such Confidential Information, each Party the receiving party agrees to preserve such information as followsconfidential and not to disclose it to third parties or to use it except in connection with this License Agreement for a period of seven and one-half (7.5) years after receipt. The foregoing obligations shall not apply to any information that:
a. each Party shall treat as confidential, not disclose (a) is now in the public domain or becomes generally available to Third Parties and preserve the confidentiality of all Confidential Information public through no fault of the other Party [***]receiving party;
b. each Party (“b) is already known to, or in the possession of, the receiving Party”party as can be demonstrated by documentary evidence;
(c) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited is disclosed to the disclosing Party’s Background Confidential Information)receiving party on a nonconfidential basis by a third party having the right to make such disclosure; or
(d) is independently developed by the receiving party as can be demonstrated by documentary evidence. In addition, [***] and/or for the practice of the licenses to the respective Confidential Information granted extent reasonably necessary to such receiving Party fulfill its obligations or exercise its rights under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party may: License Agreement (i) a party may disclose Confidential Information to its Affiliates, Sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such persons or entities agree to be bound by the provisions of the other Party in connection with an order of this Section 8.1, (ii) a court party or its Affiliates or Sublicensees may disclose Confidential Information to governmental or other government body regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or as otherwise required by or in compliance with law or regulation; regulatory authorizations, provided that the disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to discloseparty shall request confidential treatment thereof, and (Ciii) exercises reasonable efforts a party may disclose Confidential Information as required by applicable law, regulation or judicial process, provided that such party shall give the other party (x) prior written notice thereof, (y) adequate opportunity to cooperate with object to any such disclosure or to request confidential treatment thereof, and (z) shall take all steps reasonably possible to minimize the disclosing Party should it seek disclosure to obtain that level mandated by law.
8.2 The parties may make a protective order joint announcement of the existence of this License Agreement. Licensee and its Sublicensees may announce clinical, regulatory and commercial developments related to Licensed Products. Other than as described above, Southern Research Institute License Agreement 12 neither party shall publish any news release or other assurance that confidential treatment will be accorded public announcement, written or oral, announcing this License Agreement or any performance thereunder, except to the extent required by law in the reasonable opinion of legal counsel for the originating party (written notice of such Confidential Information; (iiopinion being given to the other party prior to publication and such publication delayed for a reasonable time to allow the nonpublishing party to respond) [***] (iii) [***] (iv) [***]; so long as, in each case or to the extent mutually agreed by the parties.
8.3 Southern and Licensee hereby reaffirm their obligations pursuant to Section 11 of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Research Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Appears in 2 contracts
Samples: License Agreement (Corixa Corp), License Agreement (Corixa Corp)
Confidentiality Publication. 7.1 With respect 5.1 Subject to all Confidential InformationClause 5.5, each Party agrees as follows:
a. each Party shall treat as confidential, keep confidential and not disclose to Third Parties any third party (other than the Experts, Contributors, Ethics Committee, Regulatory Authority and preserve staff involved in carrying out the confidentiality of all Clinical Trial on a need to know basis) any Confidential Information of the other Party [***];
b. each disclosed to it by another Party (the “receiving Disclosing Party”) without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Charity shall use be permitted to disclose Confidential Information disclosed to it to CRT and CRT shall be permitted to disclose Confidential Information disclosed to it to the Charity. Any party to whom Confidential Information is disclosed in accordance with this Clause 5.1 shall be:
5.1.1 subject to no less onerous obligations than those contained in this Clause 5 to keep such information confidential; and
5.1.2 advised of its confidential nature.
5.2 The obligations of confidence referred to in Clause 5.1 shall not apply to any part of the other Confidential Information which can be proved by evidence in writing:
5.2.1 was known to the recipient Party (the “disclosing Recipient Party”) or any of before its Affiliates (including but not limited disclosure by the Disclosing Party;
5.2.2 was available to the disclosing public before that date or was otherwise in the public domain;
5.2.3 becomes available to the public or enters the public domain after that date otherwise than as a result of an act or default of the Recipient Party;
5.2.4 is received by the Recipient Party from a third party not bound to the Disclosing Party by any obligation of secrecy;
5.2.5 is independently developed or generated by the Recipient Party in circumstances where it has not been derived directly or indirectly from the Disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses ; or
5.2.6 is required to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party maybe disclosed by: (i) disclose Confidential Information of the other Party in connection with law, (ii) a Regulatory Authority; or (iii) an order of a court or other government body or as otherwise any court, provided however, that in each such event the Recipient Party required by or in compliance with law or regulation; provided that to disclose the disclosing Confidential Information shall give prompt notice to the Disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure requirement so that the disclosing such Disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion remedy to the extent of such disclosure.
5.3 The obligations of the Parties under Clause 5.1 shall survive the expiry or termination of this Agreement for whatever reason for a period of ten (10) years from the date of such expiry or termination.
5.4 Each of the Parties agrees that the provisions of this Clause 5 are fair and reasonable and that money damages are not a sufficient remedy for any breach of this Clause 5 and therefore, in addition to all other remedies, all Parties shall be entitled to seek injunctive or other equitable relief as a remedy for such breach.
5.5 Notwithstanding any confidentiality obligations assumed by the Parties hereunder, the Parties acknowledge: i) the importance of publications to the academic standing of the Charity and the Contributors; and ii) the capital raising, transactional, and licensing prospects of the Company; and iii) the reporting and disclosure obligations of the Company to its investors and to XOMA under the XOMA Licence. Accordingly, the Parties have agreed as follows as regards publication of Clinical Trial Results and Progress Reports:
5.5.1 The Charity shall use reasonable endeavours to publish, or procure the publication by the Contributors of, the Clinical Trial Results in a timely manner in accordance with generally accepted academic practice, whether during the course of or after completion of the Clinical Trial.
5.5.2 The Company may disclose the content of Progress Reports to XOMA only to the extent it is required to do so under the XOMA Licence, provided that the disclosure will exclude all information regarding clinical responses and shall be limited to only information regarding the clinical indication, anticipated timelines of the trial, the number of patients dosed, and such other information of a similar nature as may be reasonably required by the XOMA Licence.
5.5.3 The Company may disclose:
(a) the content of Progress Reports to a third party in connection with capital raising, financing, transactional, and/or licensing activities or prospects for the benefit of the Company. Prior to making such disclosure, the Company shall give notice to the Charity, including details of the content of the proposed disclosure and the reason for wishing to make such disclosure, and shall inform the Charity of the identity of the third party in its notice unless it is prevented from doing so due to express confidentiality restrictions owed to, and requested by, the third party, in which case the Company shall state the main business area within which the third party operates. The Company may, without the Charity’s prior approval, disclose only the clinical indication, anticipated timelines of the trial, and the number of patients dosed, but shall obtain the Charity’s approval before proceeding with any other disclosure under this Clause 5.5.3(a);
(b) the Final Report to the Company’s consultants and professional advisors, solely for the purpose of assisting in the evaluation of the results with a view to exercise of the Option and provided that no patient data shall be disclosed unless it has been cleansed; and
(c) the content of Progress Reports to persons holding investments in the Company, solely for the purpose of a status update, such as periodic disclosure of recruitment numbers to investors in the Company by way of demonstration of progress in the Clinical Trial.
5.5.4 It is further provided that each disclosure of the content of Progress Reports by the Company under this Clause 5.5 shall be subject to the following conditions:
(a) all recipients shall be informed in writing beforehand of the confidential nature of the information being disclosed and shall have agreed in writing to obligations of confidentiality in favour of the Company no less onerous than those contained in this Clause 5 (but without any right of further disclosure) to keep such information confidential; and
(b) only the content of the documents containing the relevant information which has been processed into a suitable format may be disclosed but not copies of the actual documents themselves.
5.6 The Charity will include provisions in its contracts with the Contributor(s) that require such Contributor(s) to notify the Charity in advance of submission of any abstract, presentation or manuscript incorporating Clinical Trial Results that the Contributor(s) wish to publish or have published or to present or have presented.
5.7 Upon receipt of such notification from a Contributor or if the Charity wishes itself to publish or have published or to present or have presented an abstract, presentation or manuscript incorporating Clinical Trial Results the Charity shall so notify the Company and CRT and provide (in so far as it is able to do so in the case of a Contributor’s notification) in response to the Company’s and/or CRT’s reasonable request a copy or summary thereof at least seven (7) days prior to submission for publication of an abstract or presentation or at least thirty (30) days prior to submission for publication of a manuscript (or twenty one (21) days prior to submission for publication of a manuscript in the case of a Contributor’s notification). Any such copy or summary shall provide sufficient details to enable the Company and CRT to ascertain whether it contains Confidential Information of the Company or CRT respectively or whether Patent Rights or other proprietary protection should be sought.
5.8 The Company and CRT shall review and make any comments on such intended publication or presentation of an abstract to the Charity within seven (7) days and/or shall review and make any comments on such intended publication or presentation of a manuscript within thirty (30) days. The Company and/or CRT may request that:
5.8.1 Confidential Information of the Company (not including Clinical Trial Results nor information directly relating to the Investigational Medicinal Product) or Confidential Information of CRT (not including Clinical Trial Results) be removed from the proposed publication or presentation; and/or
5.8.2 any such publication or presentation be delayed if in the Company’s or CRT’s reasonable opinion it is necessary to delay publication or presentation in order to file a patent application or application for other proprietary protection in respect of any invention made in the course of the Clinical Trial. Any such delay will be kept to the minimum period practicable and will in no event extend beyond thirty (30) days from the date the proposed publication or presentation was provided to the Company. In the event of a request pursuant to Clauses 5.8.1 or 5.8.2, the Company or CRT (as the case may be) shall provide the Charity with a written explanation of the reasons why it believes information should be removed or a delay is necessary. For the avoidance of doubt, any Patent Rights filed pursuant to Clause 5.8.2 shall be filed in CRT’s name unless any Company personnel are deemed inventors on any such filing, in which case such Patent Right shall be filed in both CRT’s and Company’s names. As used herein, inventorship shall be determined in accordance with English law.
5.9 The Charity and CRT shall be entitled to publish information in relation to the proposed Clinical Trial, including that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded a trial conducted by the Clinical Development Partnerships initiative set up by the Charity and CRT, the pre-requisites for patient recruitment, a brief description of the Clinical Trial, including the name of the Company, the reference number and class of the Investigational Medicinal Product and the location(s) at which the trial is taking place.
5.10 In addition to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long asthe disclosures under Clause 5.5, the Company may disclose the commercial terms of this Agreement to any actual or potential investors, bankers, acquirers, acquirees or merger partners, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity under appropriate confidentiality provisions substantially equivalent to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination those of this Agreement. [***]] = Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted information.
5.11 Except as expressly permitted in Clause 5, the Company shall not disclose the Clinical Trial Results to any potential investors, licensees or sub-licensees of the Company (or any other person) until the Company has been granted the Licence.
Appears in 2 contracts
Samples: Clinical Trial and Option Agreement (Monopar Therapeutics), Clinical Trial and Option Agreement (Monopar Therapeutics)
Confidentiality Publication. 7.1 With respect 5.1 Subject to all Confidential InformationClause 5.5, each Party agrees as follows:
a. each Party shall treat as confidential, keep confidential and not disclose to Third Parties any third party (other than the Experts, Contributors, Ethics Committee, Regulatory Authority, and preserve staff involved in carrying out the confidentiality of all Clinical Trial on a need to know basis) any Confidential Information of the other Party [***];
b. each disclosed to it by another Party (the “receiving Disclosing Party”) without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Charity shall use be permitted to disclose Confidential Information disclosed to it to CRT and CRT shall be permitted to disclose Confidential Information disclosed to it to the Charity. Any party to whom Confidential Information is disclosed in accordance with this Clause 5.1 shall be:
5.1.1 subject to no less onerous obligations than those contained in this Clause 5 to keep such information confidential; and
5.1.2 advised of its confidential nature.
5.2 The obligations of confidence referred to in Clause 5.1 shall not apply to any part of the other Confidential Information which can be proved by evidence in writing:
5.2.1 was known to the recipient Party (the “disclosing Recipient Party”) or any of before its Affiliates (including but not limited disclosure by the Disclosing Party;
5.2.2 was available to the disclosing public before that date or was otherwise in the public domain;
5.2.3 becomes available to the public or enters the public domain after that date otherwise than as a result of an act or default of the Recipient Party;
5.2.4 is received by the Recipient Party from a third party not bound to the Disclosing Party by any obligation of secrecy;
5.2.5 is independently developed or generated by the Recipient Party in circumstances where it has not been derived directly or indirectly from the Disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses ; or
5.2.6 is required to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party maybe disclosed by: (i) disclose Confidential Information any law or statute or any rule or regulation of the any Regulatory Authority or other Party in connection with government or administrative agency or authority, (ii) a Regulatory Authority; or (iii) an order of a court or other government body or as otherwise any court, provided however, that in each such event the Recipient Party required by or in compliance with law or regulation; provided that to disclose the disclosing Confidential Information shall give prompt notice to the Disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure requirement so that the disclosing such Disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion remedy to the extent of such disclosure. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) Portions are marked: [***]; so long as.
5.3 The obligations of the Parties under Clause 5.1 shall survive the expiry or termination of this Agreement for whatever reason for a period of ten (10) years from the date of such expiry or termination.
5.4 Each of the Parties agrees that the provisions of this Clause 5 are fair and reasonable and that money damages are not a sufficient remedy for any breach of this Clause 5 and therefore, in each addition to all other remedies, all Parties shall be entitled to seek injunctive or other equitable relief as a remedy for such breach.
5.5 Notwithstanding any confidentiality obligations assumed by the Parties hereunder, the Parties acknowledge the importance of publications to the academic standing of the Charity and the Contributors and the capital raising, transactional, and licensing prospects and reporting and disclosure obligations of the Company under United States and other securities laws, and progress reporting obligations to licensors and sublicensors under Third Party Licences. Accordingly, the Parties have agreed as follows as regards publication of Clinical Trial Results and Progress Reports:
5.5.1 The Charity shall use reasonable endeavours to publish, or procure the publication by the Contributors of, the Clinical Trial Results in a timely manner in accordance with generally accepted academic practice, whether during the course of or after completion of the Clinical Trial;
5.5.2 The Company may disclose the content of Progress Reports only to the extent required for (a) satisfying mandatory reporting and disclosure obligations under United States and other securities laws; or (b) to existing licensors or sublicensors of the Company in order to comply with reporting obligations in existence as at the date of this agreement under Third Party Licences, provided that in the case of (b) the foregoing clauses disclosure will exclude all information regarding clinical responses and shall be limited to only information regarding the clinical indication, anticipated timelines of the trial, the number of patients dose, and such other information of a similar nature as may be reasonably required by the Third Party Licence;
5.5.3 In the event that the Company wishes to disclose the content of Progress Reports to a third party in connection with capital raising, financing, transactional, and/or licensing activities or prospects for the benefit of the Company, it shall give notice to the Charity, including details of the content of the proposed disclosure and the reason for wishing to make such disclosure, and obtain the Charity’s approval before proceeding with the disclosure. The Company shall inform Charity of the identity of the third party in its notice unless it is prevented from doing so due to express confidentiality restrictions owed to the third party, in which case the Company shall state the main business area within which the third party operates; and
5.5.4 It is further provided that any disclosure of the content of Progress Reports by the Company shall be subject to the following conditions: (iiia) all recipients shall be informed in writing beforehand of the confidential nature of the information being disclosed and shall have agreed in writing to obligations of confidentiality in favour of the Company no less onerous than those contained in this Clause 5 (but without any right of further disclosure) to keep such information confidential; and (ivb) only the content of the documents containing the relevant information which has been processed into a suitable format may be disclosed but not copies of the actual documents themselves. Condition (a) above shall not apply to a disclosure by the Company for the purpose mentioned in Clause 5.5.2(a). Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s amended. Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. Portions are marked: [***].
5.6 The Charity will include provisions in its contracts with the Contributor(s) that require such Contributor(s) to notify the Charity in advance of submission of any abstract, presentation or manuscript incorporating Clinical Trial Results that the Contributor(s) wish to publish or have published or to present or have presented.
5.7 Upon receipt of such notification from a Contributor or if the Charity wishes itself to publish or have published or to present or have presented an abstract, presentation or manuscript incorporating Clinical Trial Results the Charity shall so notify the Company and CRT and provide (in so far as it is able to do so in the case of a Contributor’s notification) in response to the Company’s and/or CRT’s reasonable request a copy or summary thereof at least seven (7) days prior to submission for publication of an abstract or presentation or at least thirty (30) days prior to submission for publication of a manuscript (or twenty one (21) days prior to submission for publication of a manuscript in the case of a Contributor’s notification). Any such copy or summary shall provide sufficient details to enable the Company and CRT to ascertain whether it contains Confidential Information of the Company or CRT respectively or whether Patent Rights or other proprietary protection should be sought.
5.8 The Company and CRT shall review and make any comments on such intended publication or presentation of an abstract to the Charity within seven (7) days and/or shall review and make any comments on such intended publication or presentation of a manuscript within thirty (30) days. The Company and/or CRT may request that:
5.8.1 Confidential Information of the Company (not including Clinical Trial Results nor information directly relating to the Investigational Medicinal Product) or Confidential Information of CRT (not including Clinical Trial Results) be removed from the proposed publication or presentation; and/or
5.8.2 any such publication or presentation be delayed if in the Company’s or CRT’s reasonable opinion it is necessary to delay publication or presentation in order to file a patent application or application for other proprietary protection in respect of any invention made in the course of the Clinical Trial. Any such delay will be kept to the minimum period practicable and will in no event extend beyond thirty (30) days from the date the proposed publication or presentation was provided to the Company. In the event of a request pursuant to Clauses 5.8.1 or 5.8.2, the Company or CRT (as the case may be) shall provide the Charity with a written explanation of the reasons why it believes information should be removed or a delay is necessary. For the avoidance of doubt, any Patent Rights filed pursuant to Clause 5.8.2 shall be filed in CRT’s name.
5.9 The Charity and CRT shall be entitled to publish information in relation to the proposed Clinical Trial, including that it is or will be a trial conducted by the Clinical Development Partnerships initiative set up by the Charity and CRT, the pre-requisites for patient recruitment, a brief description of the Clinical Trial, including the name of the Company, the reference number and class of the Investigational Medicinal Product and the location(s) at which the trial is taking place.
Appears in 2 contracts
Samples: Clinical Trial and Option Agreement (Asterias Biotherapeutics, Inc.), Clinical Trial and Option Agreement (Biotime Inc)
Confidentiality Publication. 7.1 With respect 5.1 Subject to all Confidential InformationClause 5.5, each Party agrees as follows:
a. each Party shall treat as confidential, keep confidential and not disclose to Third Parties any third party (other than the Experts, Contributors, Ethics Committee, Regulatory Authority and preserve staff involved in carrying out the confidentiality of all Clinical Trial on a need to know basis) any Confidential Information of the other Party [***];
b. each disclosed to it by another Party (the “receiving Disclosing Party”) without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Charity shall use be permitted to disclose Confidential Information disclosed to it to CRT and CRT shall be permitted to disclose Confidential Information disclosed to it to the Charity. Any party to whom Confidential Information is disclosed in accordance with this Clause 5.1 shall be:
5.1.1 subject to no less onerous obligations than those contained in this Clause 5 to keep such information confidential; and
5.1.2 advised of its confidential nature.
5.2 The obligations of confidence referred to in Clause 5.1 shall not apply to any part of the other Confidential Information which can be proved by evidence in writing:
5.2.1 was known to the recipient Party (the “disclosing Recipient Party”) or any of before its Affiliates (including but not limited disclosure by the Disclosing Party;
5.2.2 was available to the disclosing public before that date or was otherwise in the public domain;
5.2.3 becomes available to the public or enters the public domain after that date otherwise than as a result of an act or default of the Recipient Party;
5.2.4 is received by the Recipient Party from a third party not bound to the Disclosing Party by any obligation of secrecy;
5.2.5 is independently developed or generated by the Recipient Party in circumstances where it has not been derived directly or indirectly from the Disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses ; or
5.2.6 is required to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party maybe disclosed by: (i) disclose Confidential Information of the other Party in connection with law, (ii) a Regulatory Authority; or (iii) an order of a court or other government body or as otherwise any court, provided however, that in each such event the Recipient Party required by or in compliance with law or regulation; provided that to disclose the disclosing Confidential Information shall give prompt notice to the Disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure requirement so that the disclosing such Disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion remedy to the extent of such disclosure.
5.3 The obligations of the Parties under Clause 5.1 shall survive the expiry or termination of this Agreement for whatever reason for a period of ten (10) years from the date of such expiry or termination.
5.4 Each of the Parties agrees that the provisions of this Clause 5 are fair and reasonable and that money damages are not a sufficient remedy for any breach of this Clause 5 and therefore, in addition to all other remedies, all Parties shall be entitled to seek injunctive or other equitable relief as a remedy for such breach.
5.5 Notwithstanding any confidentiality obligations assumed by the Parties hereunder, the Parties acknowledge: i) the importance of publications to the academic standing of the Charity and the Contributors; and ii) the capital raising, transactional, and licensing prospects of the Company; and iii) the reporting and disclosure obligations of the Company to its investors and to XOMA under the XOMA Licence. Accordingly, the Parties have agreed as follows as regards publication of Clinical Trial Results and Progress Reports:
5.5.1 The Charity shall use reasonable endeavours to publish, or procure the publication by the Contributors of, the Clinical Trial Results in a timely manner in accordance with generally accepted academic practice, whether during the course of or after completion of the Clinical Trial.
5.5.2 The Company may disclose the content of Progress Reports to XOMA only to the extent it is required to do so under the XOMA Licence, provided that the disclosure will exclude all information regarding clinical responses and shall be limited to only information regarding the clinical indication, anticipated timelines of the trial, the number of patients dosed, and such other information of a similar nature as may be reasonably required by the XOMA Licence.
5.5.3 The Company may disclose:
(a) the content of Progress Reports to a third party in connection with capital raising, financing, transactional, and/or licensing activities or prospects for the benefit of the Company. Prior to making such disclosure, the Company shall give notice to the Charity, including details of the content of the proposed disclosure and the reason for wishing to make such disclosure, and shall inform the Charity of the identity of the third party in its notice unless it is prevented from doing so due to express confidentiality restrictions owed to, and requested by, the third party, in which case the Company shall state the main business area within which the third party operates. The Company may, without the Charity’s prior approval, disclose only the clinical indication, anticipated timelines of the trial, and the number of patients dosed, but shall obtain the Charity’s approval before proceeding with any other disclosure under this Clause 5.5.3(a);
(b) the Final Report to the Company’s consultants and professional advisors, solely for the purpose of assisting in the evaluation of the results with a view to exercise of the Option and provided that no patient data shall be disclosed unless it has been cleansed; and
(c) the content of Progress Reports to persons holding investments in the Company, solely for the purpose of a status update, such as periodic disclosure of recruitment numbers to investors in the Company by way of demonstration of progress in the Clinical Trial.
5.5.4 It is further provided that each disclosure of the content of Progress Reports by the Company under this Clause 5.5 shall be subject to the following conditions:
(a) all recipients shall be informed in writing beforehand of the confidential nature of the information being disclosed and shall have agreed in writing to obligations of confidentiality in favour of the Company no less onerous than those contained in this Clause 5 (but without any right of further disclosure) to keep such information confidential; and
(b) only the content of the documents containing the relevant information which has been processed into a suitable format may be disclosed but not copies of the actual documents themselves.
5.6 The Charity will include provisions in its contracts with the Contributor(s) that require such Contributor(s) to notify the Charity in advance of submission of any abstract, presentation or manuscript incorporating Clinical Trial Results that the Contributor(s) wish to publish or have published or to present or have presented.
5.7 Upon receipt of such notification from a Contributor or if the Charity wishes itself to publish or have published or to present or have presented an abstract, presentation or manuscript incorporating Clinical Trial Results the Charity shall so notify the Company and CRT and provide (in so far as it is able to do so in the case of a Contributor’s notification) in response to the Company’s and/or CRT’s reasonable request a copy or summary thereof at least seven (7) days prior to submission for publication of an abstract or presentation or at least thirty (30) days prior to submission for publication of a manuscript (or twenty one (21) days prior to submission for publication of a manuscript in the case of a Contributor’s notification). Any such copy or summary shall provide sufficient details to enable the Company and CRT to ascertain whether it contains Confidential Information of the Company or CRT respectively or whether Patent Rights or other proprietary protection should be sought.
5.8 The Company and CRT shall review and make any comments on such intended publication or presentation of an abstract to the Charity within seven (7) days and/or shall review and make any comments on such intended publication or presentation of a manuscript within thirty (30) days. The Company and/or CRT may request that:
5.8.1 Confidential Information of the Company (not including Clinical Trial Results nor information directly relating to the Investigational Medicinal Product) or Confidential Information of CRT (not including Clinical Trial Results) be removed from the proposed publication or presentation; and/or
5.8.2 any such publication or presentation be delayed if in the Company’s or CRT’s reasonable opinion it is necessary to delay publication or presentation in order to file a patent application or application for other proprietary protection in respect of any invention made in the course of the Clinical Trial. Any such delay will be kept to the minimum period practicable and will in no event extend beyond thirty (30) days from the date the proposed publication or presentation was provided to the Company. In the event of a request pursuant to Clauses 5.8.1 or 5.8.2, the Company or CRT (as the case may be) shall provide the Charity with a written explanation of the reasons why it believes information should be removed or a delay is necessary. For the avoidance of doubt, any Patent Rights filed pursuant to Clause 5.8.2 shall be filed in CRT’s name unless any Company personnel are deemed inventors on any such filing, in which case such Patent Right shall be filed in both CRT’s and Company’s names. As used herein, inventorship shall be determined in accordance with English law.
5.9 The Charity and CRT shall be entitled to publish information in relation to the proposed Clinical Trial, including that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded a trial conducted by the Clinical Development Partnerships initiative set up by the Charity and CRT, the pre-requisites for patient recruitment, a brief description of the Clinical Trial, including the name of the Company, the reference number and class of the Investigational Medicinal Product and the location(s) at which the trial is taking place.
5.10 In addition to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long asthe disclosures under Clause 5.5, the Company may disclose the commercial terms of this Agreement to any actual or potential investors, bankers, acquirers, acquirees or merger partners, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity under appropriate confidentiality provisions substantially equivalent to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination those of this Agreement. [***]] = Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been approved with respect to the omitted information, pursuant to an Order dated January 8, 2018.
5.11 Except as expressly permitted in Clause 5, the Company shall not disclose the Clinical Trial Results to any potential investors, licensees or sub-licensees of the Company (or any other person) until the Company has been granted the Licence.
Appears in 1 contract
Samples: Clinical Trial and Option Agreement (Monopar Therapeutics)
Confidentiality Publication. 7.1 With respect to all Confidential Information8.1 During the Term of this Agreement and for a period of ten (10) years following the termination of this Agreement, each Party agrees shall maintain in confidence all information disclosed by the other Party which is identified as followsconfidential and which is confirmed in writing and marked “confidential” or otherwise properly labelled within thirty (30) days of such original disclosure, including without limitations, any and all knowledge, know-how, information and/or information and/or techniques related to the Xenon Licensed Technology, Licensed Products, or the Project, and shall not, except as permitted by this Agreement, use such information or disclose the same to anyone other than those of its Affiliates, its (sub)licensees, direct employees, consultants, investigators and collaborators otherwise as is necessary in connection with such Party’s activities, responsibilities and obligations as set forth in this Agreement. Each Party shall obtain a written agreement prior to disclosure to such Affiliates, (sub)licensees, direct employees, consultants or investigators containing obligations to hold in confidence and not make use of such information for any purposes other than as permitted by this Agreement, which obligations will not be less stringent than the obligations in this Section 8.2. Each Party shall use a similar effort to that which it uses to protect its own trade secrets or proprietary information to ensure that its Affiliates, its (sub)licensees, direct employees, consultants, collaborators and investigators do not disclose or make any unauthorised use of such information.
8.2 The confidentiality obligations of Section 8.1 shall not apply to the extent that:
a. (a) the Party who has received the information (hereinafter referred to as “RECIPIENT”) is required to disclose information by order or regulation of a governmental agency or court of competent jurisdiction or
(b) the RECIPIENT can demonstrate that:
(i) the disclosed information was at the time of such disclosure by the RECIPIENT already in the public domain other than as a result of actions of the RECIPIENT, its Affiliates, direct employees, (sub)licen-sees, consultants or investigators, in violation hereof; or
(ii) the disclosed information was rightfully and lawfully known by the RECIPIENT (as shown by its written records) prior to the date of disclosure to the RECIPIENT in connection with this Agreement or was independently developed without regard to the information; or
(iii) the disclosed information was received by the RECIPIENT (as shown by its written records) on an unrestricted basis from a source unrelated to any Party and not under a duty of confidentiality to the other Party.
8.3 Except as provided by law, each Party shall treat as confidentialhold the existence and contents of this Agreement in strictest confidence, unless it has obtained the prior written consent thereto from the other Party, such consent not disclose to Third Parties and preserve be unreasonably withheld. Said consent is not required for the confidentiality of all Confidential Information disclosure of the other Party [***];
b. each Party (“receiving Party”) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited to the disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party may: (i) disclose Confidential Information of the other Party in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination contents of this Agreement. [***]Agreement to UBC.
Appears in 1 contract
Confidentiality Publication. 7.1 With respect 5.1 Subject to all Confidential InformationClause 5.5, each Party agrees as follows:
a. each Party shall treat as confidential, keep confidential and not disclose to Third Parties any third party (other than the Experts, Contributors, Ethics Committee, Regulatory Authority, and preserve staff involved in carrying out the confidentiality of all Clinical Trial on a need to know basis) any Confidential Information of the other Party [***];
b. each disclosed to it by another Party (the “receiving Disclosing Party”) without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Charity shall use be permitted to disclose Confidential Information disclosed to it to CRT and CRT shall be permitted to disclose Confidential Information disclosed to it to the Charity. Any party to whom Confidential Information is disclosed in accordance with this Clause 5.1 shall be:
5.1.1 subject to no less onerous obligations than those contained in this Clause 5 to keep such information confidential; and
5.1.2 advised of its confidential nature.
5.2 The obligations of confidence referred to in Clause 5.1 shall not apply to any part of the other Confidential Information which can be proved by evidence in writing:
5.2.1 was known to the recipient Party (the “disclosing Recipient Party”) or any of before its Affiliates (including but not limited disclosure by the Disclosing Party;
5.2.2 was available to the disclosing public before that date or was otherwise in the public domain;
5.2.3 becomes available to the public or enters the public domain after that date otherwise than as a result of an act or default of the Recipient Party;
5.2.4 is received by the Recipient Party from a third party not bound to the Disclosing Party by any obligation of secrecy;
5.2.5 is independently developed or generated by the Recipient Party in circumstances where it has not been derived directly or indirectly from the Disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses ; or
5.2.6 is required to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party maybe disclosed by: (i) disclose Confidential Information any law or statute or any rule or regulation of the any Regulatory Authority or other Party in connection with government or administrative agency or authority, (ii) a Regulatory Authority; or (iii) an order of a court or other government body or as otherwise any court, provided however, that in each such event the Recipient Party required by or in compliance with law or regulation; provided that to disclose the disclosing Confidential Information shall give prompt notice to the Disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure requirement so that the disclosing such Disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion remedy to the extent of such disclosure. Confidential treatment has been requested for certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Information that it is advised by counsel that it is legally required to disclose, materials omitted and (C) exercises reasonable efforts to cooperate filed separately with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Securities and Exchange Commission. Confidential Information; (ii) [***] (iii) [***] (iv) portions are marked: [***]; so long as.
5.3 The obligations of the Parties under Clause 5.1 shall survive the expiry or termination of this Agreement for whatever reason for a period of ten (10) years from the date of such expiry or termination.
5.4 Each of the Parties agrees that the provisions of this Clause 5 are fair and reasonable and that money damages are not a sufficient remedy for any breach of this Clause 5 and therefore, in each addition to all other remedies, all Parties shall be entitled to seek injunctive or other equitable relief as a remedy for such breach.
5.5 Notwithstanding any confidentiality obligations assumed by the Parties hereunder, the Parties acknowledge the importance of publications to the academic standing of the Charity and the Contributors and the capital raising, transactional, and licensing prospects and reporting and disclosure obligations of the Company under United States and other securities laws, and progress reporting obligations to licensors and sublicensors under Third Party Licences. Accordingly, the Parties have agreed as follows as regards publication of Clinical Trial Results and Progress Reports:
5.5.1 The Charity shall use reasonable endeavours to publish, or procure the publication by the Contributors of, the Clinical Trial Results in a timely manner in accordance with generally accepted academic practice, whether during the course of or after completion of the Clinical Trial;
5.5.2 The Company may disclose the content of Progress Reports only to the extent required for (a) satisfying mandatory reporting and disclosure obligations under United States and other securities laws; or (b) to existing licensors or sublicensors of the Company in order to comply with reporting obligations in existence as at the date of this agreement under Third Party Licences, provided that in the case of (b) the foregoing clauses disclosure will exclude all information regarding clinical responses and shall be limited to only information regarding the clinical indication, anticipated timelines of the trial, the number of patients dose, and such other information of a similar nature as may be reasonably required by the Third Party Licence;
5.5.3 In the event that the Company wishes to disclose the content of Progress Reports to a third party in connection with capital raising, financing, transactional, and/or licensing activities or prospects for the benefit of the Company, it shall give notice to the Charity, including details of the content of the proposed disclosure and the reason for wishing to make such disclosure, and obtain the Charity’s approval before proceeding with the disclosure. The Company shall inform Charity of the identity of the third party in its notice unless it is prevented from doing so due to express confidentiality restrictions owed to the third party, in which case the Company shall state the main business area within which the third party operates; and
5.5.4 It is further provided that any disclosure of the content of Progress Reports by the Company shall be subject to the following conditions: (iiia) all recipients shall be informed in writing beforehand of the confidential nature of the information being disclosed and shall have agreed in writing to obligations of confidentiality in favour of the Company no less onerous than those contained in this Clause 5 (but without any right of further disclosure) to keep such information confidential; and (ivb) only the content of the documents containing the relevant information which has been processed into a suitable format may be disclosed but not copies of the actual documents themselves. Condition (a) above shall not apply to a disclosure by the Company for the purpose mentioned in Clause 5.5.2(a), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s . Confidential Information in confidence shall cease [***] after the Expiration or Termination treatment has been requested for certain portions of this Agreementexhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Confidential portions are marked: [***].
5.6 The Charity will include provisions in its contracts with the Contributor(s) that require such Contributor(s) to notify the Charity in advance of submission of any abstract, presentation or manuscript incorporating Clinical Trial Results that the Contributor(s) wish to publish or have published or to present or have presented.
5.7 Upon receipt of such notification from a Contributor or if the Charity wishes itself to publish or have published or to present or have presented an abstract, presentation or manuscript incorporating Clinical Trial Results the Charity shall so notify the Company and CRT and provide (in so far as it is able to do so in the case of a Contributor’s notification) in response to the Company’s and/or CRT’s reasonable request a copy or summary thereof at least seven (7) days prior to submission for publication of an abstract or presentation or at least thirty (30) days prior to submission for publication of a manuscript (or twenty one (21) days prior to submission for publication of a manuscript in the case of a Contributor’s notification). Any such copy or summary shall provide sufficient details to enable the Company and CRT to ascertain whether it contains Confidential Information of the Company or CRT respectively or whether Patent Rights or other proprietary protection should be sought.
5.8 The Company and CRT shall review and make any comments on such intended publication or presentation of an abstract to the Charity within seven (7) days and/or shall review and make any comments on such intended publication or presentation of a manuscript within thirty (30) days. The Company and/or CRT may request that:
5.8.1 Confidential Information of the Company (not including Clinical Trial Results nor information directly relating to the Investigational Medicinal Product) or Confidential Information of CRT (not including Clinical Trial Results) be removed from the proposed publication or presentation; and/or
5.8.2 any such publication or presentation be delayed if in the Company’s or CRT’s reasonable opinion it is necessary to delay publication or presentation in order to file a patent application or application for other proprietary protection in respect of any invention made in the course of the Clinical Trial. Any such delay will be kept to the minimum period practicable and will in no event extend beyond thirty (30) days from the date the proposed publication or presentation was provided to the Company. In the event of a request pursuant to Clauses 5.8.1 or 5.8.2, the Company or CRT (as the case may be) shall provide the Charity with a written explanation of the reasons why it believes information should be removed or a delay is necessary. For the avoidance of doubt, any Patent Rights filed pursuant to Clause 5.8.2 shall be filed in CRT’s name.
5.9 The Charity and CRT shall be entitled to publish information in relation to the proposed Clinical Trial, including that it is or will be a trial conducted by the Clinical Development Partnerships initiative set up by the Charity and CRT, the pre-requisites for patient recruitment, a brief description of the Clinical Trial, including the name of the Company, the reference number and class of the Investigational Medicinal Product and the location(s) at which the trial is taking place.
Appears in 1 contract
Samples: Clinical Trial and Option Agreement (Asterias Biotherapeutics, Inc.)
Confidentiality Publication. 7.1 With respect In the course of preparing, settling or performing the Contract, Sequani and its employees may be exposed to all material and information which is confidential and belongs to The Customer (“The Customer Confidential Information”). All information regarding Sequani's operations, including but not limited to Sequani Property, disclosed to The Customer in connection with a Study or discussions thereof is confidential information belonging to Sequani Limited ("Sequani Confidential Information"), and together with The Customer Confidential Information, each Party the ("Confidential Information"). The Confidential Information shall be used by the receiving party and its employees only for purposes of performing the receiving party's obligations hereunder. Each party agrees as follows:
a. each Party shall treat as confidentialthat it will use all reasonable commercial efforts not to reveal, not publish or otherwise disclose to Third Parties and preserve the confidentiality of all Confidential Information of the other Party [***];
b. each Party (“receiving Party”) party to any third party without the prior written consent of the disclosing party, provided that the foregoing obligations shall use not apply to Confidential Information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the other Party receiving party; (“b) becomes available to the receiving party on a non-confidential basis from a source which is not prohibited from disclosing Party”) such information by a legal, contractual or any of its Affiliates (including but not limited fiduciary obligation to the disclosing Party’s Background Confidential Information), [***] and/or party; (c) the receiving party develops independently of any disclosure by the disclosing party; (d) was in the receiving party's possession or known to the receiving party prior to its receipt from the disclosing party; or (e) is required by law to be disclosed. This obligation of confidentiality and non- disclosure shall remain in effect for a period of five years after the practice completion or earlier termination of the licenses Contract (whichever is sooner). Publication by The Customer of any information or document relating to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), or arising as a Party may: (i) disclose Confidential Information result of the other Party provision of the Contract (with the exception of information or reports submitted to a competent regulatory authority) shall not without the prior written consent of Sequani directly or indirectly identify or otherwise refer to Sequani in connection therewith and, in particular, no reference shall be made to Sequani in connection with an order any conclusion or opinion of The Customer and no report or extract from such a court report or other government body reference to Sequani shall be used to endorse or as otherwise required by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party with notice imply approval of any such required disclosure in advance product of such disclosure so that The Customer or the disclosing Party may seek a protective order use or other appropriate remedy, (B) discloses only that portion proposed use of the Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case any product of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this AgreementThe Customer.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Appears in 1 contract
Samples: Standard Terms and Conditions