Common use of Confidentiality Publicity Publications Clause in Contracts

Confidentiality Publicity Publications. (a) During the term of this Agreement, Corixa shall promptly disclose to SB and/or supply SB in a timely fashion with all documented Know-How, all Corixa Patents and all relevant patent applications filed and/or controlled by Corixa, all Corixa Antigens and all inventions related to the Licensed Field arising from the Research Program as may be extended and during a period of [***] thereafter. In addition, each party will provide the other party with all information which is reasonably necessary or useful for achieving the goals of the Research Program. (b) During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of any Product and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilization or medical administration of Product. (c) During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, Corixa and SB shall not use or reveal or disclose to any Third Party any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the disclosing party, except as may be otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning Product or to carry out any litigation concerning Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. (d) Nothing herein shall be construed as preventing SB from disclosing any information received from Corixa to an Affiliate, sublicensee or distributor, provided such Affiliate is bound by similar confidentiality obligations and such sublicensee or distributor has undertaken in writing a similar obligation of confidentiality with respect to the confidential information, with Corixa stated as a Third Party beneficiary thereof. (e) All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the (f) The parties to this Agreement may disclose the nature of the intended Agreement in a press release following signature, provided, however, except for the disease target under the Research Program, that the terms of the Agreement are not disclosed by either party. The wording of any press release must be agreed to by both parties in advance of its release, provided that such agreement is not unreasonably withheld by either party. (g) Neither party will publish or provide public disclosure of information or inventions arising from the Research Program (a "Dissemination") without at least sixty (60) days prior written notice of such planned publication or disclosure sent to the other party. In the event any such Dissemination is determined by the other party to be detrimental to its intellectual property position, the disseminating party will delay such publication for a period sufficient to allow the other party to take the steps necessary to protect such intellectual property, including the filing of any patent applications and/or deletion of its confidential information.

Confidentiality Publicity Publications. (a) During the term of this Agreement, Corixa shall promptly disclose to SB and/or supply SB in a timely fashion with all documented Know-How, all Corixa Patents and all relevant patent applications filed and/or controlled by Corixa, all Corixa Antigens and all inventions related to the Licensed Field arising from the Research Program as may be extended and during a period of [***] thereafter. In addition, each party will provide the other party with all information which is reasonably necessary or useful for achieving the goals of the Research Program. (b) During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of any Product and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilization or medical administration of Product. (c) During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, Corixa and SB shall not use or reveal or disclose to any Third Party any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the disclosing party, except as may be otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning Product or to carry out any litigation concerning Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. (d) Nothing herein shall be construed as preventing SB from disclosing any information received from Corixa to an Affiliate, sublicensee or distributor, provided such Affiliate is bound by similar confidentiality obligations and such sublicensee or distributor has undertaken in writing a similar obligation of confidentiality with respect to the confidential information, with Corixa stated as a Third Party beneficiary thereof. (e) All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain thethe confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. (f) The parties to this Agreement may disclose the nature of the intended Agreement in a press release following signature, provided, however, except for the disease target under the Research Program, that the terms of the Agreement are not disclosed by either party. The wording of any press release must be agreed to by both parties in advance of its release, provided that such agreement is not unreasonably withheld by either party. (g) Neither party will publish or provide public disclosure of information or inventions arising from the Research Program (a "Dissemination") without at least sixty (60) days prior written notice of such planned publication or disclosure sent to the other party. In the event any such Dissemination is determined by the other party to be detrimental to its intellectual property position, the disseminating party will delay such publication for a period sufficient to allow the other party to take the steps necessary to protect such intellectual property, including the filing of any patent applications and/or deletion of its confidential information.

Confidentiality Publicity Publications. (a) During the term of this Agreement, Corixa shall promptly disclose to SB and/or supply SB in a timely fashion with all documented Know-How, all Corixa Patents and all relevant patent applications filed and/or controlled by Corixa, all Corixa Antigens How and all inventions related to the Licensed Field Mtb arising from the Research Program as may be extended and during a period of [***] thereafterProgram. In addition, each party will provide the other party with all information which is reasonably necessary or useful for achieving obtaining the goals of the Research Program. Corixa shall also provide SB with quarterly reports on the progress of the Research Program. (b) During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of any Product Product(s) and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilization or medical administration of ProductProduct(s). (c) During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, Corixa and SB shall not use or reveal or disclose to any Third Party third party any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the disclosing party, except as may be otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing any Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning any Product or to carry out any litigation concerning any Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. (d) Nothing herein shall be construed as preventing SB from disclosing any information received from Corixa to an Affiliate, sublicensee or distributor, provided such Affiliate is bound by similar confidentiality obligations and such Affiliate, sublicensee or distributor has undertaken in writing a similar obligation of confidentiality with respect to the confidential information, with Corixa stated as a Third Party third party beneficiary thereof. (e) All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i1) that confidentiality of the other party's confidential information received from the other party under this Agreement remains the property of the other party and (ii2) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain thethe confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. (f) The parties to this Agreement may disclose the nature of the intended Agreement in a press release following signature, provided, however, except for the disease target under the Research Program, that the terms of the Agreement are not disclosed by either party. The wording of any press release must be agreed to by both parties in advance of its release, provided that such agreement is not unreasonably withheld by either party. (g) Neither party will publish or provide public disclosure of information or inventions arising from the Research Program (a "Dissemination") without at least sixty (60) days prior written notice of such planned publication or disclosure sent to the other partydisclosure. In the event any such Dissemination is determined by the other party to be detrimental to its intellectual property position, the disseminating party will delay such publication for a period sufficient to allow the other party to take the steps necessary to protect such intellectual property, including the filing of any patent applications applications, and/or deletion of its confidential information.

Confidentiality Publicity Publications. (a) 13.1 During the term of this Agreement, Corixa shall promptly disclose to SB and/or supply SB in a timely fashion with all documented Know-How, all Corixa Patents and all relevant patent applications filed and/or controlled by Corixa, all Corixa Antigens and all inventions related to the Licensed Field arising from the Research Program as may be extended and during a period of [***] thereafter]*. During the term of this Agreement, Zambon shall [***]*. In addition, each party will shall provide the other party with all information which is reasonably necessary or useful for achieving the goals of the Research Program[***]*. (b) 13.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of any Product and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilization or medical administration of Product[***]*. (c) 13.3 During the term of this Agreement and for five (5) years [***]* thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, Corixa and SB Zambon shall not use or reveal or disclose to any Third Party any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the disclosing party, except as may be otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning Product or to carry out any litigation concerning Product[***]*. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. (d) 13.4 Nothing herein shall be construed as preventing SB from disclosing any information received from Corixa to an Affiliate, sublicensee or distributor, provided such Affiliate is bound by similar confidentiality obligations and such sublicensee or distributor has undertaken in writing a similar obligation of confidentiality with respect to the confidential information, with Corixa stated as a Third Party beneficiary thereof[***]*. (e) 13.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain thethe confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. (f) 13.6 The parties to this Agreement may disclose [***]*. Notwithstanding the nature foregoing, each party shall have the right to issue press releases immediately and without prior consent of the intended Agreement in a press release following signature, provided, however, except for other that disclose any information required by the disease target under the Research Program, that the terms rules and regulations of the Agreement are not disclosed Securities and Exchange Commission or similar federal, state or foreign authorities, as determined in good faith by either party. The wording of any press release must be agreed to by both parties in advance of its release, provided that such agreement is not unreasonably withheld by either the disclosing party. (g) 13.7 Neither party will shall publish or provide public disclosure of information or inventions arising from the Research Program or the Clinical Development Program (a "Dissemination") without at least sixty (60) days [***]* prior written notice of such planned publication or ---------- *[***] indicates confidential treatment for omitted text has been requested. disclosure sent to the other party. In the event any such Dissemination is determined by the other party to be detrimental to its intellectual property position[***]*, the disseminating party will shall delay such publication for a period sufficient sufficient, but in no event greater than an additional [***]*, to allow the other party to take the steps necessary to protect such intellectual property, including the filing of any patent applications and/or deletion of its the other party's confidential information. Notwithstanding the foregoing, Corixa shall have the right to disclose information immediately and without prior consent of Zambon if such disclosure is required by the rules and regulations of the Securities and Exchange Commission or similar federal or state authority, as determined in good faith by Corixa.

Confidentiality Publicity Publications. (a) During the term of this Agreement, Corixa shall promptly disclose to SB and/or supply SB in a timely fashion with all documented Know-How including, but not limited to, manufacturing Know-How, all Corixa Patents and all relevant patent applications filed and/or controlled by Corixa, all Corixa Antigens Antigen(s) and all inventions related to the Licensed Field arising from the Research R&D Program as may be extended and during a period of [***] thereafterextended. In addition, each party will provide the other party with all information which is reasonably necessary or useful for achieving the goals of the Research R&D Program. (b) During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of any Product and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilization or medical administration of Product. (c) During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, Corixa and SB shall not use or reveal or disclose to any Third Party any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the [***] indicates confidential treatment for omitted text has been requested written consent of the disclosing party, except as may be otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or is as required to be disclosed to a governmental agency, or is as necessary to file or prosecute patent applications concerning Product or to carry out any litigation concerning Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. (d) Nothing herein shall be construed as preventing SB from disclosing any information received from Corixa to an Affiliate, SB sublicensee or distributordistributor solely in connection with the exercise of SB's rights under this Agreement, provided such Affiliate is bound by similar confidentiality obligations and such sublicensee or distributor has undertaken in writing a similar obligation of confidentiality with respect to the confidential information, with Corixa stated as a Third Party third-party beneficiary thereof. (e) All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain thethe confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. (f) The parties to this Agreement may disclose the nature of the intended Agreement in a joint press release following signature, ; provided, however, except for the disease target under the Research Program, that the terms of of, or subject matter covered by, the Agreement are (including without limitation payment amounts and financial terms) shall not be disclosed by either party without the prior consent of the other party, which consent shall not be unreasonably withheld, except that the disease targets under the R&D Program may be disclosed. The wording of any press release must be agreed to by both parties in advance of its release, provided that such agreement is not unreasonably withheld by either party. (g) Neither party will publish or provide public disclosure of information or inventions arising from the Research R&D Program (a "Dissemination") without at least sixty (60) days prior written notice of such planned publication or disclosure sent to the other party. In the event any such Dissemination is determined by the other party to be detrimental to its intellectual property position, the disseminating party will delay such publication for a reasonable period sufficient to allow the other party to take the steps necessary to protect such intellectual propertyproperty position, including the filing of any patent applications and/or deletion of its the other party's confidential information.