Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party shall (a) initially file the Redacted Agreement, (b) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] years, (c) permit the other Party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] Business Days prior to its submission to such Governmental Authority, (d) promptly deliver to the other Party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (e) upon the written request of the other Party, request an appropriate extension of the term of the confidential treatment period, and (f) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party and taking the other Party’s comments into consideration when deciding whether to agree to such changes. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.
Appears in 2 contracts
Samples: Exclusive License and Supply Agreement (Protalix BioTherapeutics, Inc.), Exclusive License and Supply Agreement (Protalix BioTherapeutics, Inc.)
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party party shall provide to the other party a redacted version of this Agreement indicating the sections of the Agreement to be redacted in such filing and both parties shall agree in good faith upon a final redacted version of the Agreement for such filing (the “Redacted Agreement”). The disclosing party shall (a) initially file the Redacted Agreement, (b) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] ten (10) years, (c) permit the other Party party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, (d) promptly deliver to the other Party party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (e) upon the written request of the other Partyparty, request an appropriate extension of the term of the confidential treatment periodperiod for this Agreement, the Original Agreement and the First Amendment, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party party and taking the other Partyparty’s comments into consideration when deciding whether to agree to such changes. Each Party party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification. Notwithstanding the foregoing or anything to the contrary herein, Pfizer acknowledges and agrees that Protalix BioTherapeutics, Inc. shall have the right to describe (and, as reasonably necessary, include) this Agreement in its U.S. Securities and Exchange Commission (“SEC”) filings; provided, however, that Protalix shall give Pfizer sufficient advance notice of the text describing this Agreement in its filings with the SEC so that Pfizer will have the opportunity to comment upon such description, and Protalix shall give due consideration to any specific reasonable comments of Pfizer on such description timely received from Pfizer.
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Protalix BioTherapeutics, Inc.)
Filing, Registration or Notification of the Agreement. Protalix The parties shall provide Chiesi with use reasonable efforts to agree upon a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable practicable, but in no event later than fifteen (15) Business Days after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party party shall (a) initially file the Redacted Agreement, (b) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] ten (10) years, (c) permit the other Party party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, (d) promptly deliver to the other Party party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (e) upon the written request of the other Partyparty, request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party party and taking the other Partyparty’s comments into consideration when deciding whether to agree to such changes. Each Party party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Protalix BioTherapeutics, Inc.)
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party determines that it is required by Law Law, or applicable rule of a national stock exchange, to publicly file, register or notify this Agreement with a Governmental Authority, (i) such Party (the “Filing Party”) shall give reasonable advance notice to the other Party of such disclosure requirement, (aii) initially file the Parties shall consult with one another concerning which terms of this Agreement will be requested to be redacted, and the Filing Party shall allow the other Party an opportunity to review and comment upon the redacted version of this Agreement proposed to be filed and shall reasonably incorporate proposed changes requested by the other Party (the resulting redacted version of the Agreement referred to as the “Redacted Agreement”), provided that the first version of the Agreement submitted for redaction will, at a minimum, not include financial terms or other sensitive business terms (e.g. *** ), (biii) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] * years, (ciii) permit the other Party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] * Business Days prior to its submission to such Governmental Authority, (div) promptly deliver to the other Party any material written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party of any other material communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (ev) upon the written request of the other Party, reasonably cooperate to request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to discuss any changes to the Redacted Agreement without first discussing such changes with the other Party before agreeing to such changes and taking the other Party’s comments into consideration when deciding whether to agree to such changes. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. 45
Appears in 1 contract
Samples: Licensing Agreement
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party determines that it is required by Law Law, or applicable rule of a national stock exchange, to publicly file, register or notify this Agreement with a Governmental Authority, (i) such Party (the “Filing Party”) shall give reasonable advance notice to the other Party of such disclosure requirement, (aii) initially file the Parties shall consult with one another concerning which terms of this Agreement will be requested to be redacted, and the Filing Party shall allow the other Party an opportunity to review and comment upon the redacted version of this Agreement proposed to be filed and shall reasonably incorporate proposed changes requested by the other Party (the resulting redacted version of the Agreement referred to as the “Redacted Agreement”), provided that the first version of the Agreement submitted for redaction will, at a minimum, not include financial terms or other sensitive business terms (e.g. *** ), (biii) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] * years, (ciii) permit the other Party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] * Business Days prior to its submission to such Governmental Authority, (div) promptly deliver to the other Party any material written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party of any other material communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (ev) upon the written request of the other Party, reasonably cooperate to request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to discuss any changes to the Redacted Agreement without first discussing such changes with the other Party before agreeing to such changes and taking the other Party’s comments into consideration when deciding whether to agree to such changes. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.
Appears in 1 contract
Samples: Option, License and Development Agreement (Lpath, Inc)
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party or any of its Affiliates determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental AuthorityAuthority (it being agreed that PSIVIDA or any of its Affiliates may file this Agreement with the Securities & Exchange Commission), such Party or such Affiliate shall (ai) initially file a copy of this Agreement in form redacting the financial terms and such other terms as are reasonably requested by the other Party (the “Redacted Agreement”), (bii) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] ten (10) years, (ciii) permit the other Party to review and approve comment upon such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, provided that any comments shall be made within three (d3) Business Days of receipt, (iv) promptly deliver to the other Party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (ev) upon the written request of the other Party, request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party and taking the other Party’s comments into consideration when deciding whether to agree to such changes. Each Party and its Affiliates shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.
Appears in 1 contract
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party party shall provide to the other party a redacted version of this Agreement indicating the sections of the Agreement to be redacted in such filing and both parties shall agree in good faith upon a final redacted version of the Agreement for such filing (the “Redacted Agreement”). The disclosing party shall (a) initially file the Redacted Agreement, (b) request, and use Commercially Reasonable Efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] ten (10) years, (c) permit the other Party party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, (d) promptly deliver to the other Party party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (e) upon the written request of the other Partyparty, request an appropriate extension of the term of the confidential treatment periodperiod for this Agreement, the Original Agreement and the First Amendment, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party party and taking the other Partyparty’s comments into consideration when deciding whether to agree to such changes. Each Party party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification. Notwithstanding the foregoing or anything to the contrary herein, Pfizer acknowledges and agrees that Protalix BioTherapeutics, Inc. shall have the right to describe (and, as reasonably necessary, include) this Agreement in its U.S. Securities and Exchange Commission (“SEC”) filings; provided, however, that Protalix shall give Pfizer sufficient advance notice of the text describing this Agreement in its filings with the SEC so that Pfizer will have the opportunity to comment upon such description, and Protalix shall give due consideration to any specific reasonable comments of Pfizer on such description timely received from Pfizer. [***] Redacted pursuant to confidential treatment request.
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Protalix BioTherapeutics, Inc.)
Filing, Registration or Notification of the Agreement. Protalix shall provide Chiesi with a proposed form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi in good faith; provided, however, that the final form of such Redacted Agreement shall be determined by Protalix. If a Party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party shall (ai) initially file a copy of this Agreement excluding, at a minimum, the provisions redacted from the form of Agreement in Exhibit D attached hereto (the “Redacted Agreement”), (bii) request, and use Commercially Reasonable Efforts commercially reasonable efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least [***] ten (10) years, (ciii) permit the other Party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, (div) promptly deliver to the other Party party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (ev) upon the written request of the other Party, request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts commercially reasonable efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party and taking the other Party’s comments into consideration when deciding whether to agree to such changes. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.
Appears in 1 contract
Samples: Collaborative Research and License Agreement (pSivida LTD)
Filing, Registration or Notification of the Agreement. Protalix The parties shall provide Chiesi with promptly following the Effective Date and in any event within forty five (45) days of the Effective Date agree a proposed redacted form of redacted copy of this Agreement (the “Redacted Agreement”) for Chiesi’s review and comment as soon as reasonably practicable after the Effective Date, and Protalix shall consider any comments from Chiesi which will then be deemed included in good faith; provided, however, that the final form of such Redacted this Agreement shall be determined by Protalixat Schedule 12.4. If a Party party determines that it is required by Law to publicly file, register or notify this Agreement with a Governmental Authority, such Party party shall (ai) initially file the Redacted Agreement, (bii) request, and use Commercially Reasonable Efforts commercially reasonable efforts to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a the maximum period of at least [***] yearspermitted by such Governmental Authority, (ciii) permit the other Party party to review and approve such request for confidential treatment and any subsequent correspondence with respect thereto at least [***] five (5) Business Days prior to its submission to such Governmental Authority, (div) promptly deliver to the other Party party any written correspondence received by it or its representatives from such Governmental Authority with respect to such confidential treatment request and promptly advise the other Party party of any other communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (ev) upon the written request of the other Partyparty, request an appropriate extension of the term of the confidential treatment period, and (fvi) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use Commercially Reasonable Efforts commercially reasonable efforts to support the redactions in the Redacted Agreement as originally filed and shall not agree to any changes to the Redacted Agreement without first discussing such changes with the other Party party and taking the other Partyparty’s comments into consideration when deciding whether to agree to such changes. Each Party party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.
Appears in 1 contract
Samples: Collaboration and License Agreement (Athersys, Inc / New)