Common use of PUBLICATION AND CONFIDENTIALITY Clause in Contracts

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will keep and use the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; provided that, with respect to the Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 2 contracts

Samples: License Agreement (Miv Therapeutics Inc), License Agreement (Miv Therapeutics Inc)

AutoNDA by SimpleDocs

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 11.1 The Information shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Section 11. 11.2 The Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without the other partyUniversity's prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the partyLicensee's directors, officers, employees, faculty, students employees and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will maintain an appropriate take commercially reasonable steps to limit the internal program limiting the distribution of UBC's the Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timeagreements. 10.2 Any party 11.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University's prior written consent. 11.4 If the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 11.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Section 11 shall survive and be binding upon the Licensee, its successors and assigns. 11.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance of the presentation or publication date and does not, not within 30 calendar days after delivery of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIALObjectionable Material"). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the University has delivered to the Licensee the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 11.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Section, the parties hereto acknowledge and agree that the University or Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 2 contracts

Samples: License Agreement (Helix Biomedix Inc), License Agreement (Helix Biomedix Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will The Information shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 Subject to Article 10.6, the parties shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's ’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to the party's directors, those officers, employees, faculty, students and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors Directors. All Confidential Information must be marked in writing as Confidential at the time of disclosure or within 30 days from time to timereceipt by the Licensee. 10.2 Any party 10.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University’s prior written consent. 10.4 If the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Licensee, its successors and assigns. 10.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals journals, or electronic media including the internet, or other publications, accounts of its research research, including abstracts, relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance of the presentation or publication submission date and does not, not within 30 calendar days after delivery of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or submission. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of three months after the date the Licensee received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the six month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 10.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the parties hereto acknowledge and agree that the University and Licensee acknowledges and agrees that UBC each may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 2 contracts

Samples: License Agreement (Oncogenex Technologies Inc), License Agreement (Oncogenex Technologies Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will keep and use 5.1 Institution reserves the other party's Confidential Information in confidence right to publish the results of the Study. Institution will, however, notify Sponsor and will notsubmit a draft of the manuscript to Sponsor for comments at least thirty (30) days prior to submission for publication or oral presentation. Sponsor shall notify Institution in writing within thirty (30) days of receipt of such draft whether such draft contains information deemed to be confidential under the provisions of this Section 5, or information that if published within thirty (30) days would have an adverse effect on a patent application in which Sponsor owns full or part interest, or intends to obtain an interest from Institution pursuant to this Agreement. In the latter case Sponsor has the right to request a delay and Institution agrees to delay said publication for a period not exceeding ninety (90) days. In any such notification, Sponsor shall indicate with specificity to what manner and degree Institution may disclose said information. Institution shall have the final authority to determine the scope and content of any publication, provided that such authority shall be exercised with reasonable regard for the 2 commercial interests of Sponsor. It is the intent of the patties that no publication will contain any of confidential information disclosed by Sponsor without the other partySponsor's prior written permission. Information related to Sponsor's experimental drugs will not be transmitted to nonscientific journals, newspapers, radio or television without Sponsor's written consent. 5.2 Except as otherwise required by law or regulation, disclose neither xxxxx shall release or distribute any materials or information containing the name of the other partyxxxxx or any of its employees without prior written approval by an authorized representative of the non-releasing xxxxx, but such approval shall not be unreasonably withheld. 5.3 To the extent authorized by the law, the patties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each xxxxx will use reasonable efforts to prevent the disclosure of any of the other patty's Confidential Information to any person third parties for a period of three (3) years after the termination of this Agreement, provided that the recipient party's obligation shall not apply to information that: a. is not disclosed in writing or entity, except reduced to writing and so marked with an appropriate confidentiality legend within thirty (30) days of disclosure; b. is already in the recipient patty's possession at the time of disclosure thereof; c. is or later becomes part of the public domain through no fault of the recipient xxxxx; d. is received from a third xxxxx having no obligations of confidentiality to the disclosing party's directors, officers, employees, faculty, students and professional advisors who require ; e. is independently developed by the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereofrecipient xxxxx; such final form of proposed non-disclosure agreements or f. is required by law or regulation to be approved by disclosed. In the Licensee's board of directors from time event that information is required to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; provided that, with respect to the Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure pursuant to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires of UBC, subsection f. and to the extent permitted authorized by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0law, the Licensee acknowledges and agrees xxxxx required to make disclosure shall notify the other to allow that UBC party to assert whatever exclusions or exemptions may identify the title of this Agreement, the parties be available to this Agreement and the names of the inventors of the Technology and any Improvementsit under such law or regulation. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Sponsored Laboratory Study Agreement (Nerium Biotechnology Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 9.1 The Information shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions as set forth in this Article 9.0. 9.2 The Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's University’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the party's directors, Licensee’s officers, employees, facultyprofessional adxisors, students consultants, servants, agents and professional advisors assigns who require the said Confidential Information to assist such party in performing its their obligations under this Agreement or in connection with services provided to the Licensee in conjunction with this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, employees employees, professional advisors, consultants, servants or agents and professional advisors who require such Confidential Information in performing to take the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements from any and all persons who may have access to be approved by the Licensee's board of directors from time to timeConfidential Information. 10.2 Any party 9.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University’s prior written consent, which consent shall not be unreasonably withheld. 9.4 In the event that the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 9.0 shall survive and be binding upon the Licensee, its successors and assigns. 9.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating relating-to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance of the presentation or publication date and does not, not within 30 calendar days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (collectively the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC In the event that an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 9.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Licensing Agreement (Genemax Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 The Information provided by the University shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 Each party hereto covenants and agrees that it will keep initiate and use the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the internal distribution of UBC's the other party’s Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors from time Directors in the case of the Licensee and in a form consistent with the terms of this Agreement in the case of the University. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 10.3 Subject to timeArticle 10.8, the Licensee and the University shall not use, either directly or indirectly, any Confidential Information of the other party for any purpose other than as set forth herein without the other party’s prior written consent. 10.2 Any party 10.4 If the Licensee or the University are required by judicial or administrative process to disclose any or all of the other party's ’s Confidential Information will Information, they shall promptly notify the other party and allow it the other party reasonable time to oppose the such process before disclosing the any such Confidential Information. 10.3 UBC is 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Licensee and the University, and their successors and assigns. 10.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar [†] days before in advance of the presentation or publication date and does not, not within 30 calendar [†] days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of [†] months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 The 10.7 Subject to Article 10.8, the Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements.. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 10.5 10.8 Notwithstanding the termination or expiry forgoing, the parties acknowledge and agree that the University and the Licensee may provide a copy of this AgreementAgreement to AMC, AMT and [†], and the University must provide certain reports and information to its Board of Governors, the obligations set out in Province of British Columbia and the government of Canada which may inter alia, include a summary of the terms of this Article 10.0 survive Agreement and continue to bind the parties, their successors and assignsactivities thereunder.

Appears in 1 contract

Samples: License Agreement (Xenon Pharmaceuticals Inc.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will The Discloser’s Confidential Information shall be developed, received, and used by the Recipient solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 The Recipient shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's Discloser’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the party's directorsRecipient’s officers, officersfaculty, students, staff, employees, facultyconsultants, students agents and professional advisors assigns who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee Recipient covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information. 10.3 The Recipient shall not use, either directly or indirectly, any Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing for any purpose other than as contemplated herein without the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timeDiscloser’s prior written consent. 10.2 Any party 10.4 In the event that the Recipient is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Recipient shall promptly notify the other party Discloser, and when available, shall allow it the Discloser reasonable time to oppose the such process before disclosing the any Confidential Information. 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Recipient, its successors and assigns. 10.6 Notwithstanding, Articles 10.1, 10.2, 10.3 UBC is and 10.8, the University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed therefor at least 30 days in advance of the date for submission of same for presentation or publication and does not within 30 days after receipt of the proposed disclosure at least 60 calendar days before the object to such presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosurepublication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC In the event that an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed ** Confidential Treatment Requested. disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed, the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation, whether or not it contains Objectionable Material. In respect of any disclosures made pursuant to this Section, at the Licensee’s request, the Licensee’s Confidential Information shall be deleted therefrom prior to such disclosure. 10.4 10.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement Agreement, and the names of the inventors of the Technology and any UBC Improvements. 10.5 10.8 The parties acknowledge that: (a) this Agreement is in part, a license of know-how, and (b) the definition of Confidential Information contained herein applies only to Information disclosed by one party to the other; and (c) Information regarding the Technology may have arisen at the University, and (d) the University would have no obligation of confidence in respect of such Information without this Section 10.8. Notwithstanding the termination or expiry definition of Confidential Information contained in this Agreement, the obligations set out in University shall use reasonable efforts to maintain the confidentiality of the Information arising at the University respecting the Technology and the Improvements, unless same is Information falling within the terms of Section 1.1(c)(ii) or (iii).Notwithstanding the rest of this Article 10.0 survive 10, the Licensee’s obligations of confidence and continue use respecting the University’s Confidential Information are subject to bind the parties, their successors Licensee’s rights to disclose and assignsuse the Technology and UBC Improvements in the exercise of the Licensee’s rights under the License Grant in Article 3.

Appears in 1 contract

Samples: License Agreement (QLT Inc/Bc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 13.1 The Confidential Information developed, received, and used by the Parties solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article y13.0. 13.2 The Licensee and Cabanillas shall keep and use all of the other party's Confidential Information in confidence Informxxxxx xx xonfidence and will not, without having obtained the other party's prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the partyLicensee's directors, officers, employees, facultyconsultants, students contractors and professional advisors sub-contractors, agents and assigns who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, employees servants or agents and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement to obtain signed confidentiality and will enter into appropriate non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board Board of directors Directors from time any and all persons who may have access to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is 13.3 The Parties shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the other Party's prior written consent. 13.4 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article y13.0 shall survive and be binding upon the Licensee, its successors and assigns for 5 years following such termination. 13.5 Cabanillas shall not be restricted from presenting at symposia, national naxxxxxx or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefore at least 60 calendar days before in advance of the presentation or publication date and does not, not within 30 calendar days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC Cabanillas and the Licensee agree to shall work together to revise the proposed disclosure thx xxxxxxxx publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC In the event that an objection is made, disclosure of the Objectionable Material shall not be made for a period of 12 months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. Cabanillas shall co-operate in all reasonable respects in making xxxxxions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. Cabanillas shall not be restricted from publishing or presenting the proposed presenxxxx xxx xroposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 12 month period has elapsed, Cabanillas shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure xxxxxxation or presentation, whether or not it contains Objectionable Material. 10.4 13.6 The Licensee requires of UBCCabanillas, and to the extent permitted by law UBC agreesCabanillas agrees insofar as he may be permixxxx xx xx so at xxx, that xxxx this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC Cabanillas may identify the title of this Agreement, the parties to this Agreement Parties tx xxxx Agreement, and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Diamond International Group Inc/Ny/)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 11.1 The Information shall be developed, received, and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 11. 11.2 The Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's University’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the party's directors, Licensee’s officers, employeesservants, faculty, students employees and professional advisors agents who require the said Confidential Information to assist such party in performing its their obligations under this Agreement, and except to those third parties who have signed a non-disclosure agreement with the Licensee, the terms and conditions of which are agreed upon in advance by the University. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, servants, employees or agents and professional advisors that all employees or consultants who require may be dealing with such Confidential Information in performing the Licensee's obligations under this Agreement confidential information will execute a confidentiality and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be agreement approved by the Licensee's board Board of directors Directors. The Licensee will xxxx all documents and correspondence "Confidential" as directed by the University from time to time. 10.2 Any party 11.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University’s prior written consent. The parties hereto shall enter into a non-disclosure agreement with respect to the Confidential Information within 60 days of the execution of this Agreement. 11.4 In the event that the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 11.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 11 shall survive and be binding upon the Licensee, its successors and assigns. 11.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating to the Technology and any Improvements; Information provided that, with respect to the Confidential Information only, that the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar 45 days before in advance of the submission of the publication or the date of the presentation or publication date and does not, within 30 calendar days after delivery receipt of the proposed disclosure, give notice to UBC indicating that it objects object to the proposed disclosuresubmission of such publication or the presentation of such presentation. Any objection The Licensee may only object to a proposed disclosure will specify if the portions disclosure would reveal unpatentable proprietary material belonging to the Licensee ("Trade Secrets") or patentable subject matter for which a patent application has not been filed ("Patentable Subject Matter") (collectively "Objectionable Material"). In the event objection is made, such disclosure shall not be made for a period of 60 days after the proposed disclosure considered objectionable date the Licensee has made said objection (the "OBJECTIONABLE MATERIAL"Delay Period). On receiving notice , unless the Objectionable Material is removed from the Licensee that proposed publication or presentation. The University shall cooperate in all reasonable respects in making revisions to any proposed disclosure contains if considered by the Licensee to contain Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered Delay Period has elapsed, the proposed disclosure to the Licensee UBC is University shall be free to present and/or publish the proposed disclosure said disclosure, whether or not said disclosure contains any Patentable Subject Matter but shall not present and/or publish said disclosure until such time as the Trade Secrets have been removed. Notwithstanding the foregoing, if the Licensee has advised the University within the Delay Period that it intends to file a patent application with respect to Patentable Subject Matter revealed in the applicable disclosure, then the University shall delay such publication or presentation for a further period of 60 days from the expiration of the Delay Period, but thereafter shall be free to present and/or publish said disclosure, whether or not said disclosure contains Objectionable Materialany Patentable Subject Matter but shall not present and/or publish said disclosure until such time as the Trade Secrets have been removed. 10.4 11.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0or elsewhere in this Agreement, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement Agreement, and the names of the inventors of the Technology and any ImprovementsTechnology. 10.5 11.8 The University agrees to use reasonable efforts to keep and use all of the Confidential Information in confidence, and not to disclose such Confidential Information to any person or entity, except those of the University's officers, servants, employees, agents, faculty and student who require such Confidential Information in performing their duties to the University. 11.9 Notwithstanding the termination or expiry of anything contained in this Agreement, the obligations set out parties acknowledge that as the University is a public educational institution, it cannot be exposed to claims for damages that may result from a breach of the confidentiality provisions contained in this Article 10.0 survive 10 or elsewhere in this Agreement. The Licensee, therefore, covenants and continue agrees that the University shall not be liable to bind the partiesLicensee for any loss or damage, their successors and assignswhether direct, indirect, consequential, incidental, special or any other similar or like damages that may arise or do arise from the breach of the confidentiality provisions of this Agreement by the University, or any of its servants, agents, students or faculty.

Appears in 1 contract

Samples: License Agreement (Response Biomedical Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 9.1 The Information shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions as set forth in this Article 9.0. 9.2 The Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's University’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the party's directors, Licensee’s officers, employees, facultyprofessional advisors, students consultants, servants, agents and professional advisors assigns who require the said Confidential Information to assist such party in performing its their obligations under this Agreement or in connection with services provided to the Licensee in conjunction with this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, employees employees, professional advisors, consultants, servants or agents and professional advisors who require such Confidential Information in performing to take the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements from any and all persons who may have access to be approved by the Licensee's board of directors from time to timeConfidential Information. 10.2 Any party 9.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University’s prior written consent, which consent shall not be unreasonably withheld. 9.4 In the event that the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 9.0 shall survive and be binding upon the Licensee, its successors and assigns. 9.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance of the presentation or publication date and does not, not within 30 calendar days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (collectively the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC In the event that an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 9.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Collaborative Research Agreement (Genemax Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 10.1. The Information provided by the University shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2. Each party hereto covenants and agrees that it will keep initiate and use the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the internal distribution of UBC's the other party’s Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors from time to timeDirectors in the case of the Licensee and in a form consistent with the terms of this Agreement in the case of the University. 10.2 Any 10.3. Subject to Article 10.8, the Licensee and the University shall not use, either directly or indirectly, any Confidential Information of the other party for any purpose other than as set forth herein without the other party’s prior written consent. 10.4. If the Licensee or the University are required by judicial or administrative process to disclose any or all of the other party's ’s Confidential Information will Information, they shall promptly notify the other party and allow it the other party reasonable time to oppose the such process before disclosing the any such Confidential Information. 10.3 UBC is 10.5. Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Licensee and the University, and their successors and assigns. 10.6. The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar [†] days before in advance of the presentation or publication date and does not, not within 30 calendar [†] days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of [†] months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 The 10.7. Subject to Article 10.8, the Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 10.8. Notwithstanding the termination or expiry forgoing, the parties acknowledge and agree that the University and the Licensee may provide a copy of this AgreementAgreement to AMC, AMT and [†], and the University must provide certain reports and information to its Board of Governors, the obligations set out in Province of British Columbia and the government of Canada which may inter alia, include a summary of the terms of this Article 10.0 survive Agreement and continue to bind the parties, their successors and assignsactivities thereunder.

Appears in 1 contract

Samples: Sublicense and Research Agreement (Xenon Pharmaceuticals Inc.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party The parties hereto acknowledge and agree that they will keep treat the Technology as confidential and use that they will not disclose or communicate or cause to be disclosed or communicated the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information Technology to any person or entity, body corporate except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations as permitted under this Agreement. a sublicense or confidential disclosure agreement. 10.2 The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's Confidential Information the Technology to only those its officers, employees employees, servants, and professional advisors who require such Confidential Information in performing agents and to execute the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements from any and all persons who may have access to be approved by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential InformationTechnology. 10.3 UBC Notwithstanding anything contained in this Agreement, the parties acknowledge that as the University is a public educational institution, it cannot restricted be exposed to claims for damages that may result from presenting a breach of this Article 10. The Licensee, therefore, covenants and agrees that the University shall not be liable to the Licensee for any loss or damage, whether direct, indirect, consequential, incidental, special or any other similar or like damages, that may arise or do arise from the breach of this Article 10 by the University or any of its officers, servants, agents, students, or faculty. 10.4 The University shall be permitted to present at symposiainternational, national or regional symposia and professional meetings, or from publishing and to publish in journals or other publications, publications accounts of its research relating to the Technology and any Improvements; provided that, with respect to for disclosures in the Confidential Information onlyField of Use, the Licensee is provided shall have been furnished with copies of the disclosure proposed disclosure therefor at least 60 calendar thirty (30) days before in advance of the planned submission or said presentation or publication date and does not, not within 30 calendar fifteen (15) days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions receipt of the proposed disclosure considered objectionable object to such presentation or publication. In the event objection is made, such disclosure shall not be made for a period of sixty (60) days after the "OBJECTIONABLE MATERIAL")date the Licensee has made said objection. On receiving notice As requested by Licensee, the University shall remove any Licensee Confidential Information from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licenseedisclosure. After six months from the date UBC delivered 60 day period has elapsed, the proposed disclosure to the Licensee UBC is University shall be free to present and/or publish the proposed disclosure whether or not it contains Objectionable Materialsaid disclosures. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Tonix Pharmaceuticals Holding Corp.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each 7.1 The parties have the right to publish or otherwise make public the results of the Study (the “Research Results”). All parties acknowledge that the Research Project is collaborative, and that a joint publication is anticipated to be authored by all Collaborating Investigators, as appropriate based on generally accepted standards for academic and scientific publications. Therefore, the parties agree not to independently publish the final Research Results before the publication of the multi-investigator paper; but in no event shall the parties be so restricted after the expiration of twelve (12) months from completion of the Study at all sites. If no joint publication has been submitted for publication after twelve (12) months from the completion of the Study at all sites, the parties reserve the right to independently publish the Research Results, with due regard to the protection of all other party’s Confidential Information, provided, however, that this due regards shall not prevent such party from publishing the Research Results. The party wishing to publish will submit the manuscript of any proposed publication to the other parties at least thirty (30) days before publication, and the other parties shall have the right to review and comment upon the publication in order to protect its Confidential Information. Upon request, the publication will be delayed up to sixty (60) additional days to enable any reviewing party(ies) to secure adequate intellectual property protection of property of such reviewing party(ies) that would be affected by said publication. Notwithstanding the foregoing, a party may independently publish or otherwise make public preliminary reports and analyses of data, and description of technologies prior to the final multi-investigator paper following seven (7) days from date of notification to the other parties. If the publication comes about, the parties agree to acknowledge all Collaborating Investigators, as academically and scientifically appropriate, based on provision of the Collaborator Material and Collaborator Data or other direct contribution to the Study. 7.2 Except as otherwise required by law or regulation, by applicable publishing or academic policy, or for the purpose of acknowledging the contribution of any other party to the Study, no party shall release or distribute any materials or information containing the name of any other party or any of its employees without prior written approval by an authorized representative of the non-releasing party. 7.3 In connection with the conduct of the Study, the parties may wish to disclose confidential information to one other (“Confidential Information”). In order for the Collaborators to appreciate when non- public information is being conveyed, to the reasonable extent possible, information disclosed in tangible form shall be clearly identified at the time of disclosure as being Confidential Information by an appropriate and conspicuous marking. Similarly, to the reasonable extent possible, information disclosed in intangible form (e.g., oral or visual) shall be identified as being Confidential Information at the time of disclosure, and shall be confirmed as such in writing to the other Collaborators within 30 days after such disclosure. Notwithstanding the foregoing, any failure by a Collaborator to xxxx documents confidential or to reduce oral disclosures to writing will not relieve the receiving party of its obligations herein if by the nature of the information, would reasonably constitute proprietary or Confidential Information. Every party will keep and use reasonable efforts to prevent the disclosure of any other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's ’s Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors third parties who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is are not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; provided that, with respect to the Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement for a period of five (5) years from receipt thereof, provided that the receiving party’s obligation shall not apply to information that: a. is already in the receiving party’s possession at the time of disclosure thereof; b. is or later becomes part of the public domain through no wrongful act or omission of the receiving party; c. is received from a third party having no obligations of confidentiality to the disclosing party; d. is independently developed by the receiving party as evidenced by the receiving party’s written records; and e. is required by law or regulation to be disclosed, provided that (i) to the extent reasonably possible the receiving party first provides the disclosing party with reasonable advance written notice and the names opportunity, if possible, to limit, object to, or narrow such disclosure; (ii) to the extent practicable, the receiving party seeks confidential treatment of such information by protective order or otherwise; and (iii) any disclosure hereunder is limited in scope and recipients to that which is legally required. 7.4 If in conjunction with the Study any party obtains any health or medical information of any individual from another party, the receiving party will hold in confidence the identity of the inventors individual and the health/medical information of such individual, will comply with applicable laws, policies, and the Technology Protocol regarding the confidentiality of such information, and will not disclose or use any Improvements. 10.5 Notwithstanding such information except as authorized by the termination or expiry of individual’s informed consent and/or authorization (if applicable) and as authorized by an applicable IRB and/or by this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Sponsored Research Collaboration Agreement

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party (a) As a matter of basic academic policy, the parties which are universities retain the right to publish in their discretion material relating to the conduct and conclusions of the Project, including the Project Intellectual Property, and students retain the right to publish their thesis. (b) Prior to publishing any such material the university (including any student) wishing to publish (Publishing Party) will keep provide a copy of all proposed publication material, together with details of how, when and use to whom it is proposed to be published, for the approval of the other party's Confidential Information in confidence and will not, without the other party's parties at least 30 days prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directorsproposed submission date for publication (Approval Period). This approval must only be withheld in accordance with the following provisions of this clause. (c) If, officersduring the Approval Period, employeesa Party reasonably requests that the material not be published or submitted for publication in the form provided, facultythe Publishing Party will: (i) where a Party requests that the material be amended to remove any of their Confidential Information, students and professional advisors who require use all reasonable efforts to amend the Confidential Information proposed publication material to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees and professional advisors who require remove all such Confidential Information in performing which case the Licensee's obligations requesting Party will be deemed to have approved publication or submission of the amended material by the Publishing Party (or where such removal is not feasible or practical, the Parties will work together in good faith to endeavour to limit such amendments to the mutual satisfaction of both Parties); and (ii) if requested, delay publication of the material or submission of the material for publication for a period not exceeding 3 months to allow appropriate registration of any registrable Intellectual Property. (d) If a Party withholds approval or requests changes under this Agreement clause it must provide reasons. A Party will be deemed to have approved the publication or submission of material under this clause if the Party does not communicate to the Publishing Party its decision regarding approval of the publication, with reasons if applicable, within the Approval Period. (e) Despite any other provision of this agreement the Parties agree that a student participating in the Project may include material relating to the conduct and will enter into appropriate non-disclosure agreements as conclusion of the Project in a consequence thereof; such final form of proposed non-disclosure agreements to be approved thesis authored by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose student, which will be made publicly available in accordance with the relevant university’s statutes and regulations. In the event a student thesis contains another Party’s Confidential Information, the other party's relevant Party agrees that the student may submit such thesis on the basis that any such Confidential Information will promptly notify is included in an appendix to the thesis which is restricted from public access for a reasonable period of time agreed by the other party relevant Party but not exceeding 12 months, and allow it reasonable time to oppose the process before disclosing the that such course of action will be in full satisfaction of any obligations of confidentiality under this agreement in respect of such Confidential Information. 10.3 UBC (f) Unless otherwise specified in the Schedule: (i) The Parties hereby undertake to consider all information (whether oral or written) provided by another Party as confidential, provided that such information is specified at the time to be confidential. (ii) Any publication proposed by a Party shall not restricted from presenting at symposiainclude confidential information or any other Party name without the relevant Party’s consent. (iii) Subject to clause 7(g), national any publication or regional professional meetings, or from publishing in journals or other publications, accounts presentation will acknowledge the Contributions and support of its research relating to all the Technology Parties and any Improvements; provided that, the ARC. (g) Each Party acknowledges that it will comply with the Australian Privacy Principles with respect to any personal and/or health information collected or used during the Confidential Information only, Project. (h) A publication or presentation will acknowledge the Licensee is provided with copies Contributions and support of all the Parties. The ARC’s Contribution and support of the proposed disclosure at least 60 calendar days before the presentation or publication date Project shall be acknowledged in a prominent place and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects an appropriate form acceptable to the proposed disclosure. Any objection ARC when, at any time during or after completion of a Project, a Party publishes, produces or is involved in promotional material, such as books, articles, television or radio programs, electronic media, newsletters or other literary or artistic works, which relate to the Project. (i) The Parties acknowledge that in accordance with the ARC Open Access Policy (available at xxx.xxx.xxx.xx) the ARC requires that Research Outputs arising from ARC funded research (which includes any publications arising from a proposed disclosure will specify the portions of the proposed disclosure considered objectionable Linkage Project) be deposited into an openly accessible institutional repository within a twelve (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from 12) month period after the date UBC delivered the proposed disclosure of publication. Where a Party cannot meet this requirement, reasons must be provided to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable MaterialAdministering Organisation. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Collaboration Agreement

PUBLICATION AND CONFIDENTIALITY. 10.1 9.01 LICENSEE agrees that the right of publication of the invention and said HEAT TRIGGERED DELIVERY TECHNOLOGY and PATENT RIGHTS shall reside in the inventor and other staff of LICENSOR. The LICENSOR shall use its best efforts to provide a copy of such publication forty-five (45) days in advance of such submission for review by LICENSEE so that LICENSEE can advise LICENSOR on issues relating to patent protection, but such review will be in no way construed as a right to restrict such publication. LICENSEE shall also have the right to publish and/or co-author any publication on the HEAT TRIGGERED DELIVERY TECHNOLOGY and PATENT RIGHTS based upon data developed by LICENSEE according to usual academic procedures. 9.02 Each party will shall keep confidential and not disclose, directly or indirectly, for a period of [Confidential Treatment Requested] ([Confidential Treatment Requested]) years from the date of disclosure, and shall not use for the benefit of itself of any other party's Confidential Information in confidence and will notindividual or entity any CONFIDENTIAL INFORMATION of the other, without except with the other party's prior written consentapproval of the disclosing party (the "DISCLOSING PARTY"). "CONFIDENTIAL INFORMATION" means any trade secrets or confidential, disclose the propriety information, whether written, oral, digital or other party's Confidential Information to any person form, which is unique, confidential or entity, except proprietary to the party's directorsDISCLOSING PARTY, officersincluding but not limited to, employeesthe applicable HEAT TRIGGERED DELIVERY TECHNOLOGY, facultyPATENT RIGHTS, students LICENSED PRODUCTS and professional advisors who require any other materials or in formation related to the Confidential business or activity of the DISCLOSING PARTY which is not generally known to others engaged in similar businesses or activities. Information disclosed in written media shall be clearly marked "CONFIDENTIAL" in order to assist such be entitled to protection as CONFIDENTIAL INFORMATION. Information disclosed orally or in other media shall be considered CONFIDENTIAL INFORMATION only if the information is reduced to a written summary by the DISCLOSING PARTY, and if said written summary is marked "CONFIDENTIAL" and sent to the party in performing its obligations under this Agreementreceiving the disclosure within thirty (30) days of the date of disclosure. The Licensee will maintain an appropriate internal program limiting the distribution recipient of UBC's Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; provided that, CONFIDENTIAL INFORMATION has no confidentiality obligation hereunder with respect to CONFIDENTIAL INFORMATION that (a) was in the Confidential Information onlypossession of, or was rightfully known, by such recipient without a confidentiality obligation prior to receipt of such CONFIDENTIAL INFORMATION from the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation DISCLOSING PARTY; (b) is, or publication date and does notbecomes, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects generally known to the proposed disclosure. Any objection public without violation of this AGREEMENT; (c) is retained by such recipient in good faith from a third party having the right to disclose such CONFIDENTIAL INFORMATION without a proposed disclosure will specify confidentiality obligation; (d) is independently developed by such recipient without the portions participation of individuals who have had access to the proposed disclosure considered objectionable CONFIDENTIAL INFORMATION; or (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree e) is required to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agreesor government authority, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as provided such recipient provides the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere DISCLOSING PARTY with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvementsreasonable advance written notice. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Celsion Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 10.1. The Information provided by the University shall be developed, received and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2. Each party hereto covenants and agrees that it will keep initiate and use the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the internal distribution of UBC's the other party’s Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors from time to timeDirectors in the case of the Licensee and in a form consistent with the terms of this Agreement in the case of the University. 10.2 Any 10.3. Subject to Article 10.8, the Licensee and the University shall not use, either directly or indirectly, any Confidential Information of the other party for any purpose other than as set forth herein without the other party’s prior written consent. 10.4. If the Licensee or the University are required by judicial or administrative process to disclose any or all of the other party's ’s Confidential Information will Information, they shall promptly notify the other party and allow it the other party reasonable time to oppose the such process before disclosing the any such Confidential Information. 10.3 UBC is 10.5. Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Licensee and the University, and their successors and assigns. 10.6. The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; Information, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar [**] days before in advance of the presentation or publication date and does not, not within 30 calendar [**] days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of [**] months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 The 10.7. Subject to Article 10.8, the Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 10.8. Notwithstanding the termination or expiry forgoing, the parties acknowledge and agree that the University and the Licensee may provide a copy of this AgreementAgreement to AMC, AMT and [**], and the University must provide certain reports and information to its Board of Governors, the obligations set out in Province of British Columbia and the government of Canada which may inter alia, include a summary of the terms of this Article 10.0 survive Agreement and continue to bind the parties, their successors and assignsactivities thereunder.

Appears in 1 contract

Samples: Sublicense and Research Agreement (uniQure B.V.)

AutoNDA by SimpleDocs

PUBLICATION AND CONFIDENTIALITY. 10.1 Each The parties shall maintain for at least three years after the termination of this partnership agreement any data and information recognized as confidential and obtained from the opposite party will keep in the course of execution of this agreement. Provided that nothing herein may limit the power of the parties to utilize any such data or information as may be required in the ordinary course of business envisaged under this partnership. DURATION OF THE PARTNERSHIP AGREEMENT AND TERMINATION This partnership agreement shall remain in force for a period of fifteen (15) years from the year of first planting of coffee seedlings, unless terminated by the parties in accordance with the provisions set out herein. For the avoidance doubt, the parties hereby agree that the year of first planting for the purposes of this agreement is 2023. For the duration of this partnership agreement, the parties undertake not to change the land use of the designated land or do any such activities that are inconsistent with this agreement, except with the express mutual consent of both parties. Upon the expiration of the fifteen (15) years period, this agreement may terminate by operation of time. However, the parties may agree to renew the agreement on mutually agreed terms and use conditions. Either party my signal its interest in renewing the agreement by communicating orally or in writing giving at not less than 6 months’ notice to the other party's Confidential Information in confidence and will not, without . DISPUTE SETTLEMENT In the other party's event that the parties opt to terminate this partnership agreement prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts expiration of its research relating duration herein provided, they shall make the best endeavours to reach an amicable settlement on how to treat the Technology assets and any Improvements; provided that, with respect to the Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice liabilities arising from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title operation of this Agreementagreement. In case of failure to reach agreement pursuant to clause 15, the parties may refer the dispute to a single arbitrator appointed in consultation with each other and the decision of such arbitrator shall be binding on the parties. Where the farmer choses to terminate this agreement prior to the expiry of the duration of the agreement, any settlement pursuant to this Agreement and section shall include appropriate compensation to the names Company based on profit sharing projections for the remaining duration of this agreement. Nothing in this article shall oust the rights of the inventors parties to refer any dispute to courts of law in the Technology event of failure to resolve any dispute arising from this agreement and any Improvementswhich cannot be resolved in accordance with clause 15 and 16 above. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: Standard Production and Profit Sharing Partnership Agreement

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 9.1 That the Information shall be developed, received, and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 9. 9.2 That the Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without taking appropriate measures to protect the other party's prior written consentsame, disclose the other party's any Confidential Information to any person or entity, except to those of the partyLicensee's directors, officers, employees, facultyconsultants, students agents, sublicensees, and professional advisors assigns who require the said Confidential Information to assist such party in performing its their obligations under this AgreementAgreement and to the extent, required by any regulatory authorities having jurisdiction over the Licensee and for filing with health regulatory authorities. The That the Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, employees servants or agents and professional advisors who require such Confidential Information in performing to take the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements from any and all persons who may have access to the Confidential Information. 9.3 That the Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as a consequence thereof; set forth herein without the University's prior written consent, such final form of proposed non-disclosure agreements consent not to be approved by the Licensee's board of directors from time to timeunreasonably withheld or delayed. 10.2 Any party 9.4 In the event that the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is not restricted 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 9 shall survive and be binding upon the Licensee, its successors and assigns for a period of five years from presenting the date of disclosure. 9.6 That the Licensee recognizes that under University policy, the results of research relating to the Technology must be publishable and agrees that the University researchers engaged in research related to the Technology, Improvements shall be permitted to present at symposia, national international national, or regional professional meetings, and to publish in journals, theses, or from publishing in journals dissertations, or other publicationsotherwise of their own choosing, accounts methods and results of its research relating to the Technology and any Improvements; provided thatresearch, with respect to the Confidential Information onlyprovided, however, that the Licensee is provided with shall have been furnished copies of any proposed publication or presentation 30 days prior to such publication or presentation . That the Licensee shall have 30 days, after receipt of said copies, to object to such proposed presentation or proposed publication because there is patentable subject matter which needs protection or because the proposed disclosure at least 60 calendar days before the publication or presentation or publication date and does not, within 30 calendar days after delivery includes confidential information of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six In the event that the Licensee makes such objection, said University researcher(s) shall remove references to the License's confidential information and, if required by Licensee, refrain from making such publication or presentation for a maximum of 6 months from date of receipt of such objection in order for the date UBC delivered University to file patent application(s) with the Canadian Patent and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter contained in the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether publication or not it contains Objectionable Materialpresentation. 10.4 The 9.7 That the Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of Agreement, the inventors of the Technology and any Improvements. 10.5 Notwithstanding Technology, the termination or expiry term of this Agreement, and the obligations set out types of consideration granted to the University pursuant to this Agreement. 9.8 That the University shall use its reasonable efforts to maintain as confidential any business plans, business documents or other reports or Information prepared by the Licensee and delivered to the University pursuant to the terms of this license agreement and which are identified in writing by the Licensee as confidential. Such Information, and any other confidential information provided by the Licensee to the University pursuant to this Article 10.0 survive Agreement, shall not be used by the University except for the purposes expressly permitted herein and continue to bind ensure the parties, their successors and assignsLicensee's compliance with the terms of this agreement.

Appears in 1 contract

Samples: License Agreement (Angiotech Pharmaceuticals Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each The Confidential Information disclosed by each party will to the other party shall be received and used by the other party solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. Nothing herein shall affect a party's use of its own Confidential Information. For greater certainty, all Licensed Technology shall constitute Confidential Information of the Agency. 10.2 The parties shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose any Confidential Information received from the other party's Confidential Information , to any person or entity, except to those of the partyrecipient's directors, officers, employees, faculty, students technical consultants and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee Each party hereto will and maintain an appropriate internal program limiting the internal distribution of UBC's any Confidential Information received from the other party, to only those officers, employees employees, technical consultants and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and who are under obligations of confidentiality consistent to those of this Agreement. Without limiting the generality of the foregoing, all officers, employees and technical consultants of the Licensee who are given access to the Agency's Confidential Information will enter into appropriate sign confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timedirectors. 10.2 Any 10.3 If either party is required by judicial or administrative process or timely disclosure policies imposed by law or stock exchange policies to disclose any or all of the other party's Confidential Information Information, such disclosing party will promptly notify the other party and will allow it the other party reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 10.4 Notwithstanding any termination or expiry of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the parties for a period of 5 years after such expiry or termination except with respect to Confidential Information specifically identified as "trade secrets" for which such obligations will continue in perpetuity. 10.5 The Agency shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; Licensed Technology, provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance of the presentation or publication date and does not, date. The Licensee may within 30 calendar days after delivery of the proposed disclosure, give notice disclosure object to UBC indicating such presentation or publication on the grounds that it objects to contains patentable subject matter requiring protection from disclosure or the proposed disclosureLicensee's Confidential Information. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIALObjectionable Material"). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the Agency and the Licensee agree to will work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC If an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the Agency has delivered to the Licensee the proposed publication or presentation relating to the Objectionable Material, during which period any patent application with respect to patentable subject matter may be filed. The Agency shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The Agency shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed the Agency shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure publication or presentation whether or not it contains Objectionable Material. 10.4 The Licensee requires , except that in no circumstances will the Agency publish and/or present any Confidential Information of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, has been identified by the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvementsas its trade secret. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Upstream Biosciences Inc.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will keep and use the other party's Confidential Information in confidence and will not, without the other party's prior written consent, disclose the other party's Confidential Information to any person or entity, except to the party's directors, officers, employees, faculty, students and professional advisors who require the Confidential Information to assist such party in performing its obligations and exercising its license rights under this Agreement. The Licensee will maintain an appropriate internal program limiting the distribution of UBC's Confidential Information to only those officers, employees employees, consultants and professional advisors who require such Confidential Information in performing the Licensee's obligations and exercising the Licensee's license rights under this Agreement and will enter into who have signed appropriate confidentiality and non-disclosure agreements agreements. The Licensee shall xxxx all documentation and correspondence "Confidential", as a consequence thereof; such final form of proposed non-disclosure agreements to be approved directed by the Licensee's board of directors UBC from time to time. 10.2 Any party required by judicial or administrative process to disclose the other party's Confidential Information Information, will promptly notify the other party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its research relating to the Technology and any Improvements; , provided that, that with respect to the Confidential Information only, the Licensee is provided with copies of the proposed disclosure at least 60 calendar sixty (60) days before the presentation or publication date and does not, within 30 calendar thirty (30) days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to objectsto the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIALObjectionable Material"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six (6) months from the date UBC delivered the proposed disclosure to the Licensee. After six (6) months from the date UBC delivered the proposed disclosure to the Licensee Licensee, UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material, unless any such proposed disclosure contains Confidential Information of the Licensee. 10.4 The Licensee requires of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.010, the Licensee acknowledges parties acknowledge and agrees agree that UBC either party may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Hydrogen Power Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party Party will keep and use the other party's Party’s Confidential Information in confidence and will not, without the other party's Party’s prior written consent, disclose the other party's Party’s Confidential Information to any person or entity, except to the party's Party’s directors, officers, employees, faculty, graduate students and professional advisors who require the Confidential Information to assist such party Party in performing its obligations under this Agreement. The Licensee shall be entitled to disclose the Licensor’s Confidential Information, on a confidential basis, to potential investors or financiers and their professional advisors (in this Section 10.0, each an “Interested Party”), for the sole purpose of examining and assessing the Technology and its commercialization value. The Licensee will use reasonable efforts to obtain a written confidentiality undertaking from the Interested Party, failing which the Licensee shall, if it discloses the Licensor’s Confidential Information to the Interested Party, be responsible for any breach by the Interested Party of the confidentiality obligations contained in this Agreement. The Licensee shall notify the Licensor of the identity of any Interested Party to whom the Licensee has disclosed the Licensor Confidential Information without a written confidentiality agreement. The identity of an Interested Party shall be regarded and treated by the parties as the Licensee’s Confidential Information. The Licensee will maintain an appropriate reasonable internal program limiting the distribution of UBC's the Licensor’s Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's ’s obligations under this Agreement and will enter into who have signed appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timeagreements. 10.2 Any party Party required by judicial or administrative process to disclose the other party's Party’s Confidential Information Information, will promptly notify the other party Party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC A list of all Confidential Information that has been exchanged between the Parties prior to the date of execution of this Agreement is attached as Schedule “E” hereto. For greater certainty, the Parties hereto acknowledge and agree that they make no representations or warranties in this Agreement as to the completeness of the list of Confidential Information attached hereto as Schedule “E”, and that such list will not in any manner restrict or limit the definition of “Confidential Information” set out in Section 1.1. 10.4 The Licensor will not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts of its their research relating with respect to the Technology and any Improvements; , provided that, with respect to : (a) the Confidential Information only, Licensor provides the Licensee is provided with copies of the proposed disclosure presentation or publication (in this Section 10.0, each a “Manuscript”) at least 60 calendar days before the presentation or publication date and does date; and (b) the Licensee has not, within 30 calendar days after delivery receipt of the proposed disclosureManuscript, give notice objected in writing to UBC indicating such Manuscript. 10.5 The Licensee may object to a Manuscript on the grounds that it objects to contains material the proposed disclosure. Any objection to Licensee considers objectionable on the basis that: (a) it discloses patentable subject matter which needs protection; or (b) it discloses a proposed disclosure will specify the portions Licensee Improvement or Confidential Information of the proposed disclosure considered objectionable Licensee (in this Section 10.0, the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice from In the event that the Licensee that any proposed disclosure contains Objectionable Materialmakes such objection, UBC the researchers, the Licensor and the Licensee agree to shall work together to revise the proposed Manuscript to remove or alter the Objectionable Material as follows: (i) if the Objectionable Material discloses a Licensee Improvement or other Confidential Information of the Licensee, such Objectionable Material will be removed from any Manuscript prior to disclosure of the same; and (ii) if the Manuscript contains other patentable subject matter which needs protection, it shall be dealt with in accordance with Section 10.6. 10.6 The Licensor and its researchers shall co-operate in all reasonable respects in making revisions to any Manuscripts considered by the Licensee to contain Objectionable Material. Once a Manuscript has been revised to remove or alter the Objectionable Material in a manner reasonably acceptable to both the Licensee, the Licensee shall withdraw its objection and UBC, in which case the researchers and the Licensor shall not be restricted from publishing or presenting the Manuscript. In the event that the Licensee will withdraw makes such an objection on the grounds that the Manuscript contains patentable subject matter that constitutes Technology or any Improvement, Licensee may file a patent application pursuant to Section 7.1, and the Licensor shall ensure that its researchers refrain from disclosing the Objectionable Material until the Licensee has filed one or more patent applications with one or more patent offices directed to such patentable subject matter, provided that such patents are filed within 90 days of the date of Licensee’s objection. UBC . 10.7 The Licensor is not restricted from publishing or presenting the proposed disclosure any Manuscript as long as the any Objectionable Material has been removed. Any Objectionable Material will not be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure Licensor delivers the Manuscript to the Licensee UBC Licensee, the Licensor is free to present and/or publish the proposed disclosure Manuscript whether or not it contains Objectionable Material. 10.4 10.8 With respect to any Manuscript that contains the results of research conducted using any Material or Information (as such terms are defined under the MTA) pursuant to the terms of the MTA, such Manuscript shall be excluded from the application of Sections 10.4, 10.5, 10.6 and 10.7 of this Agreement and shall be governed by the publication provisions of Section 10.1 of the MTA. UBC shall promptly provide the Licensee with copies of any proposed Manuscript that it receives from the University of Washington pursuant to the MTA to allow the Licensee to review and identify any Objectionable Material within the Manuscript. 10.9 The Licensee requires of UBCthe Licensor and, and to the extent permitted by law UBC law, the Licensor agrees, that this Agreement, Agreement (and each part of it, ) is confidential and will not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Sections 10.0 and 11.1, the Parties acknowledge and agree that each of the Licensor and the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements, and that the Licensor may also disclose to the inventors of the Technology and to IND and PNG the amount of all payments made to the Licensor by the Licensee under this Agreement, the manner or method by which such payments were calculated and all Payment Reports delivered to the Licensor by the Licensee in connection with such payments. 10.5 10.10 Notwithstanding the termination or expiry any other provision of this Agreement, the Licensee shall be entitled to disclose the Licensor’s Confidential Information and the terms of this Agreement (including a copy of all or any part hereof) to any Sublicensee or prospective sublicensee, or any Third Party to whom such disclosure is necessary or useful to exercise the Licensee’s rights under this Agreement, provided that such person has signed a non-disclosure or confidentiality agreement with respect to such information. 10.11 Notwithstanding the termination or expiration of this Agreement, the rights and obligations set out provided for in this Article Section 10.0 will survive and continue to bind and enure to the parties, benefit of the Parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: License Agreement (ESSA Pharma Inc.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will The Information shall be developed, received, and used by the Licensee solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 The Licensee shall keep and use all of the other party's Confidential Information in confidence and will not, without the other partyUniversity's prior written consent, disclose the other party's any Confidential Information to any person or entity, except to those of the partyLicensee's directors, officers, employees, facultyconsultants, students agents and professional advisors assigns who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those its officers, employees servants or agents and professional advisors who require such Confidential Information in performing the Licensee's obligations under this Agreement to obtain signed confidentiality and will enter into appropriate non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board Board of directors Directors from time any and all persons who may have access to timethe Confidential Information. 10.2 Any party 10.3 The Licensee shall not use, either directly or indirectly, any Confidential Information for any purpose other than as set forth herein without the University's prior written consent. 10.4 In the event that the Licensee is required by judicial or administrative process to disclose any or all of the other party's Confidential Information will Information, the Licensee shall promptly notify the other party University and allow it the University reasonable time to oppose the such process before disclosing the Confidential Informationany Confidential,, information. 10.3 UBC is 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon the Licensee, its successors and assigns. 10.6 The University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, publications accounts of its research relating to the Technology and any Improvementsinformation; provided that, that with respect to the Confidential Information only, the Licensee is provided with shall have been furnished copies of the disclosure proposed disclosure therefor at least 60 calendar days before in advance :Of the presentation or publication date and does not, not within 30 calendar days after delivery receipt of the proposed disclosure, give notice disclosure object to UBC indicating that it objects to the proposed disclosuresuch presentation or publication. Any objection to a proposed disclosure will presentation or publication shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIALObjectionable Material"). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains contains. Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC In the event that an objection is made, disclosure of the Objectionable Material shall not be made for a period of 6 months after the date the Licensee has received the proposed publication or presentation relating to the Objectionable Material. The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not After the 6 month period has elapsed, the University shall be disclosed for six months from the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free free' to present and/or publish the proposed disclosure publication or presentation, whether or not it contains Objectionable Material. 10.4 10.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement Agreement, and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Chemokine Therapeutics Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party will 9.1 The Discloser’s Confidential Information shall be developed, received, and used by the Recipient solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 9. 9.2 The Recipient shall keep and use all of the other party's Discloser’s Confidential Information in confidence and will not, without the other party's Discloser’s prior written consent, disclose any of the other party's Discloser’s Confidential Information to any person or entity, except to those of the party's directors, Recipient’s officers, employees, faculty, students students, consultants and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee Recipient covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Discloser’s Confidential Information. 9.3 The Recipient shall not use, either directly or indirectly, any of the Discloser’s Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing for any purpose other than as contemplated herein without the Licensee's obligations under this Agreement and will enter into appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timeDiscloser’s prior written consent. 10.2 Any party 9.4 If the Recipient is required by judicial or administrative process to disclose any or all of the other party's Discloser’s Confidential Information will Information, the Recipient shall promptly notify the other party and Discloser and, when available allow it the Discloser reasonable time to oppose the such process before disclosing the any Confidential Information. 10.3 UBC is 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 9 shall survive and be binding upon the Recipient, its successors and assigns. 9.6 The Licensee acknowledges that the policies of the University require that the results of the University’s research be publishable, subject to this Article 9.0. The parties therefore agree that the inventors of the Technology shall not be restricted from presenting at symposia, national national, or regional professional meetings, or from publishing in journals abstracts, journals, theses, or dissertations, or otherwise, whether in printed or in electronic media, methods and results of the inventors’ research, provided however that: (a) the University provides the Licensee with copies of any proposed publication or presentation at least [*] days in advance of the submission of such proposed publication or presentation to a journal, editor, or other publicationsthird party; and (b) the Licensee has not, accounts within [*] days after receipt of its research relating said copies, objected in writing to such proposed presentation or proposed publication in accordance with Article 9.7 of this Agreement. 9.7 The Licensee may object to a proposed presentation or proposed publication on the grounds that it contains Confidential Information that was disclosed to the Technology and any Improvements; provided that, with respect to University by the Confidential Information onlyLicensee or on the grounds that it discloses patentable subject matter which needs protection. In the event that the Licensee makes such objection on the former ground, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will shall specify the portions of the proposed disclosure presentation or publication considered objectionable (the "OBJECTIONABLE MATERIAL"“Objectionable Material”). On receiving notice Upon receipt of notification from the Licensee that any proposed publication or disclosure contains Objectionable Material, UBC the University and the Licensee agree to shall work together to revise the proposed disclosure publication or presentation to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBCLicensee, in which case the Licensee will shall withdraw its objection. UBC is The University shall co-operate in all reasonable respects in making revisions to any proposed disclosures if considered by the Licensee to contain Objectionable Material. The University shall not be restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material will not In respect of any disclosures made pursuant to this Article 9.7, at the Licensee’s request, the Licensee’s Confidential Information shall be disclosed for six deleted therefrom prior to such disclosure. In the event that the Licensee makes such an objection on the latter ground, thereafter the Licensee may file a patent application and the University shall ensure that its researchers refrain from making such publication or presentation until the Licensee has filed one or more patent applications with one or more patent offices directed to such patentable subject matter, or until 3 months have elapsed from date of receipt of such written objection from the date UBC delivered Licensee by the proposed disclosure University, whichever is sooner, after which the University and its researchers may proceed with said presentation or publication. For greater certainty, a provisional patent application shall be considered to be a patent application in the Licensee. After six months from United States of America for the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Materialpurposes of this Agreement. 10.4 9.8 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the Licensee acknowledges parties hereto acknowledge and agrees agree that UBC the University may identify the title of this Agreement, the parties to this Agreement and the names of Agreement, the inventors of the Technology and any Improvements. 10.5 Notwithstanding Technology, the termination or expiry term of this Agreement, and the obligations set out consideration actually paid to the University pursuant to this Agreement. 9.9 The University shall use its reasonable efforts to maintain as confidential any business plans, business documents or other reports prepared by the Licensee and delivered to the University pursuant to the terms of this license agreement and which are identified in this writing by the Licensee as confidential. 9.10 Notwithstanding the provisions of Article 10.0 survive 9.2, the Licensee may disclose the University’s Confidential Information to third parties in the exercise of the Licensee’s rights under the license grant in Article 3, provided that such third parties shall have first signed a confidentiality and continue to bind non-disclosure agreement protecting the parties, their successors and assignsUniversity’s Confidential Information.

Appears in 1 contract

Samples: License Agreement (Tekmira Pharmaceuticals Corp)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each The Information shall be developed, received and used by each party will solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 The parties shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's ’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to the party's directors, those officers, employees, faculty, students and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors Directors. The University shall not be restricted from publishing its own Confidential Information related to the Technology and/or University Improvements, provided that any such publication or disclosure is made in accordance with Article 10.6 hereof, and provided further that such publication or disclosure does not include any Confidential Information of the Licensee, including without limitation any information related to its business, partners or Licensee Improvements, without the Licensee’s express prior written consent. All Confidential Information must be marked in writing as Confidential at the time to timeof disclosure or within thirty (30) days from receipt by the receiving party. 10.2 Any 10.3 Each party shall not use, either directly or indirectly, any Confidential Information of the other party for any purpose other than as set forth herein without such party’s prior written consent. 10.4 If a party is required by judicial or administrative process to disclose any or all of the Confidential Information of the other party's Confidential Information will , that party shall promptly notify the other party and allow it the other party reasonable time to oppose the such process before disclosing any Confidential Information of the Confidential Informationother party. 10.3 UBC is 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon each party, and their respectivesuccessors and assigns. 10.6 With respect to the Technology and/or University Improvements only, the University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals journals, or electronic media including the internet, or other publications, accounts of its research relating research, including abstracts, provided however that: (a) the University provides the Licensee with copies of any proposed publication or presentation (each a “Manuscript”) at least sixty (60) days in advance of the submission of such Manuscript to a journal, editor, or other third party; and (b) the Technology and any Improvements; provided thatLicensee has not, within thirty (30) days after receipt of said Manuscript, objected in writing to such Manuscript in accordance with respect this Article 10.6. The Licensee may object to a Manuscript on the Confidential Information onlygrounds that it contains material the Licensee considers objectionable (the “Objectionable Material”) and/or on the grounds that it discloses patentable subject matter which needs protection. In the event that the Licensee makes such objection on the former ground, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that will clearly specify what it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains considers Objectionable Material, UBC and the University will ensure that its researchers refrain from disclosing the Manuscript for a period of up to six (6) months after the date the Licensee received the Manuscript. During such six (6) month period, the researchers, the University and the Licensee agree to shall work together to revise the proposed Manuscript to remove or alter the Objectionable Material as follows: (a) if the Objectionable Material discloses a Licensee Improvement or other Confidential Information of the Licensee, such Objectionable Material will be removed from any Manuscript prior to disclosure of the same unless otherwise agreed to in writing by the Licensee; and (b) a Manuscript containing any other Objectionable Material will be revised to remove or alter such other Objectionable Material, on a case by case basis and in a manner acceptable to the Licensee and the University. The researchers and the University shall co-operate in all reasonable respects in making revisions to any Manuscripts considered by the Licensee to contain Objectionable Material. Once a Manuscript has been revised to remove or alter the Objectionable Material in a manner acceptable to both the Licensee, the Licensee and UBC, in which case the Licensee will shall withdraw its objection. UBC is objection and the researchers and the University shall not be restricted from publishing or presenting the proposed disclosure as long as Manuscript, provided that any objection based on patentable subject matter contained in such Manuscript has also been addressed in accordance with the Objectionable Material terms hereof. In the event that the Licensee makes such an objection on the grounds that the Manuscript contains patentable subject matter that constitutes Technology or a University Improvement, it shall be deemed to be a direction to the University to file a patent application pursuant to Article 7.1, and the University shall ensure that its researchers refrain from disclosing the Manuscript until the University has been removed. Any Objectionable Material will not be disclosed for filed one or more patent applications with one or more patent offices directed to such patentable subject matter, or until six (6) months have elapsed from date of receipt of such written objection from the date UBC delivered Licensee by the proposed disclosure University, whichever is sooner, after which the University and its researchers may proceed with said presentation or publication. For greater certainty, a provisional patent application shall be considered to be a patent application in the Licensee. After six months from United States of America for the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Materialpurposes of this Agreement. 10.4 10.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. .Notwithstanding anything contained in this Article 10.0Article, the parties hereto acknowledge and agree that the University and Licensee acknowledges and agrees that UBC each may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Oncogenex Technologies Inc)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each party Party will keep and use the other party's Party’s Confidential Information in confidence and will not, without the other party's Party’s prior written consent, disclose the other party's Party’s Confidential Information to any person or entity, except to the party's Party’s directors, officers, employees, faculty, graduate students and professional advisors who require the Confidential Information to assist such party Party in performing its obligations under this Agreement. The Licensee shall be entitled to disclose the Licensor’s Confidential Information, on a confidential basis, to potential investors or financiers and their professional advisors (in this Section 10.0, each an “Interested Party”), for the sole purpose of examining and assessing the Technology and its commercialization value. The Licensee will use reasonable efforts to obtain a written confidentiality undertaking from the Interested Party, failing which the Licensee shall, if it discloses the Licensor’s Confidential Information to the Interested Party, be responsible for any breach by the Interested Party of the confidentiality obligations contained in this Agreement. The Licensee shall notify the Licensor of the identity of any Interested Party to whom the Licensee has disclosed the Licensor Confidential Information without a written confidentiality agreement. The identity of an Interested Party shall be regarded and treated by the parties as the Licensee’s Confidential Information. The Licensee will maintain an appropriate reasonable internal program limiting the distribution of UBC's the Licensor’s Confidential Information to only those officers, employees and professional advisors who require such Confidential Information in performing the Licensee's ’s obligations under this Agreement and will enter into who have signed appropriate non-disclosure agreements as a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board of directors from time to timeagreements. 10.2 Any party Party required by judicial or administrative process to disclose the other party's Party’s Confidential Information Information, will promptly notify the other party Party and allow it reasonable time to oppose the process before disclosing the Confidential Information. 10.3 UBC is not restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications, accounts A list of its research relating all Confidential Information that has been exchanged between the Parties prior to the Technology date of execution of this Agreement is attached as Schedule “E” hereto. For greater certainty, the Parties hereto acknowledge and any Improvements; provided that, with respect agree that they make no representations or warranties in this Agreement as to the completeness of the list of Confidential Information onlyattached hereto as Schedule “E”, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains Objectionable Material, UBC and the Licensee agree to work together to revise the proposed disclosure to remove or alter the Objectionable Material in a manner acceptable to both the Licensee and UBC, in which case the Licensee will withdraw its objection. UBC is not restricted from publishing or presenting the proposed disclosure as long as the Objectionable Material has been removed. Any Objectionable Material such list will not be disclosed for six months from in any manner restrict or limit the date UBC delivered the proposed disclosure to the Licensee. After six months from the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Material. 10.4 The Licensee requires definition of UBC, and to the extent permitted by law UBC agrees, that this Agreement, and each part of it, is confidential and will not be disclosed to third parties, as the Licensee claims that the disclosure would or could reveal commercial, scientific or technical information which would significantly harm the Licensee's competitive position and/or interfere with the Licensee's negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0, the Licensee acknowledges and agrees that UBC may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations “Confidential Information” set out in this Article 10.0 survive and continue to bind the parties, their successors and assignsSection 1.1.

Appears in 1 contract

Samples: License Agreement (ESSA Pharma Inc.)

PUBLICATION AND CONFIDENTIALITY. 10.1 Each The Information shall be developed, received and used by each party will solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 10. 10.2 The parties shall keep and use all of the other party's Confidential Information in confidence and will not, without the other party's ’s prior written consent, disclose the other party's any Confidential Information to any person or entity, except to the party's directors, those officers, employees, faculty, students and professional advisors who require the said Confidential Information to assist such party in performing its their obligations under this Agreement. The Licensee covenants and agrees that it will initiate and maintain an appropriate internal program limiting the internal distribution of UBC's the Confidential Information to only those officers, employees and professional advisors who require such said Confidential Information in performing the Licensee's their obligations under this Agreement and will enter into appropriate who have signed confidentiality and non-disclosure agreements as in a consequence thereof; such final form of proposed non-disclosure agreements to be approved by the Licensee's board ’s Board of directors Directors. The University shall not be restricted from publishing its own Confidential Information related to the Technology and/or University Improvements, provided that any such publication or disclosure is made in accordance with Article 10.6 hereof, and provided further that such publication or disclosure does not include any Confidential Information of the Licensee, including without limitation any information related to its business, partners or Licensee Improvements, without the Licensee’s express prior written consent. All Confidential Information must be marked in writing as Confidential at the time to timeof disclosure or within thirty (30) days from receipt by the receiving party. 10.2 Any 10.3 Each party shall not use, either directly or indirectly, any Confidential Information of the other party for any purpose other than as set forth herein without such party’s prior written consent. 10.4 If a party is required by judicial or administrative process to disclose any or all of the Confidential Information of the other party's Confidential Information will , that party shall promptly notify the other party and allow it the other party reasonable time to oppose the such process before disclosing any Confidential Information of the Confidential Informationother party. 10.3 UBC is 10.5 Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 10 shall survive and be binding upon each party, and their respective successors and assigns. 10.6 With respect to the Technology and/or University Improvements only, the University shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals journals, or electronic media including the internet, or other publications, accounts of its research relating research, including abstracts, provided however that: (a) the University provides the Licensee with copies of any proposed publication or presentation (each a “Manuscript”) at least sixty (60) days in advance of the submission of such Manuscript to a journal, editor, or other third party; and (b) the Technology and any Improvements; provided thatLicensee has not, within thirty (30) days after receipt of said Manuscript, objected in writing to such Manuscript in accordance with respect this Article 10.6. The Licensee may object to a Manuscript on the Confidential Information onlygrounds that it contains material the Licensee considers objectionable (the “Objectionable Material”) and/or on the grounds that it discloses patentable subject matter which needs protection. In the event that the Licensee makes such objection on the former ground, the Licensee is provided with copies of the proposed disclosure at least 60 calendar days before the presentation or publication date and does not, within 30 calendar days after delivery of the proposed disclosure, give notice to UBC indicating that will clearly specify what it objects to the proposed disclosure. Any objection to a proposed disclosure will specify the portions of the proposed disclosure considered objectionable (the "OBJECTIONABLE MATERIAL"). On receiving notice from the Licensee that any proposed disclosure contains considers Objectionable Material, UBC and the University will ensure that its researchers refrain from disclosing the Manuscript for a period of up to six (6) months after the date the Licensee received the Manuscript. During such six (6) month period, the researchers, the University and the Licensee agree to shall work together to revise the proposed Manuscript to remove or alter the Objectionable Material as follows: (a) if the Objectionable Material discloses a Licensee Improvement or other Confidential Information of the Licensee, such Objectionable Material will be removed from any Manuscript prior to disclosure of the same unless otherwise agreed to in writing by the Licensee; and (b) a Manuscript containing any other Objectionable Material will be revised to remove or alter such other Objectionable Material, on a case by case basis and in a manner acceptable to the Licensee and the University. The researchers and the University shall co-operate in all reasonable respects in making revisions to any Manuscripts considered by the Licensee to contain Objectionable Material. Once a Manuscript has been revised to remove or alter the Objectionable Material in a manner acceptable to both the Licensee, the Licensee and UBC, in which case the Licensee will shall withdraw its objection. UBC is objection and the researchers and the University shall not be restricted from publishing or presenting the proposed disclosure as long as Manuscript, provided that any objection based on patentable subject matter contained in such Manuscript has also been addressed in accordance with the Objectionable Material terms hereof. In the event that the Licensee makes such an objection on the grounds that the Manuscript contains patentable subject matter that constitutes Technology or a University Improvement, it shall be deemed to be a direction to the University to file a patent application pursuant to Article 7.1, and the University shall ensure that its researchers refrain from disclosing the Manuscript until the University has been removed. Any Objectionable Material will not be disclosed for filed one or more patent applications with one or more patent offices directed to such patentable subject matter, or until six (6) months have elapsed from date of receipt of such written objection from the date UBC delivered Licensee by the proposed disclosure University, whichever is sooner, after which the University and its researchers may proceed with said presentation or publication. For greater certainty, a provisional patent application shall be considered to be a patent application in the Licensee. After six months from United States of America for the date UBC delivered the proposed disclosure to the Licensee UBC is free to present and/or publish the proposed disclosure whether or not it contains Objectionable Materialpurposes of this Agreement. 10.4 10.7 The Licensee requires of UBCthe University, and the University agrees insofar as it may be permitted to the extent permitted by law UBC agreesdo so at law, that this Agreement, and each part of it, is confidential and will shall not be disclosed to third parties, as the Licensee claims that the such disclosure would or could reveal commercial, scientific or technical information which and would significantly harm the Licensee's ’s competitive position and/or interfere with the Licensee's ’s negotiations with prospective sublicensees. Notwithstanding anything contained in this Article 10.0Article, the parties hereto acknowledge and agree that the University and Licensee acknowledges and agrees that UBC each may identify the title of this Agreement, the parties to this Agreement and the names of the inventors of the Technology and any Improvements. 10.5 Notwithstanding the termination or expiry of this Agreement, the obligations set out in this Article 10.0 survive and continue to bind the parties, their successors and assigns.

Appears in 1 contract

Samples: License Agreement (Oncogenex Technologies Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!