Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published. (b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consent.
Appears in 5 contracts
Samples: Exclusive License Agreement, Exclusive License Agreement, Exclusive License Agreement (Homology Medicines, Inc.)
Publication. Each Party shall have the right to publish Own Foreground and/or Joint Foreground to which it is entitled through any public disclosure, such as scientific journals, press releases, seminars or otherwise and subject to the procedure contained herein. This procedure does not apply to disclosures for the purpose of obtaining intellectual property rights. A Party that intends to publish Own Foreground and/or Joint Foreground shall provide the other Parties with the draft publication. Any objection to the intended publication shall be made in writing to the Party intending to publish within 30 days after receipt of the notice. If no objection is made within the time limit stated above, publication of the submitted draft document is permitted. An objection to the intended publication is justified if:
(a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.proposed publication includes another Party’s Background and/or Foreground; or
(b) For any public disclosure the proposed publication includes patentable Foreground and the objecting Party anticipates that it wishes to exercise the Right of ResearchFirst Negotiation. The objection has to include a precise request for necessary modifications. If an objection has been raised, the Parties involved shall discuss how to overcome the justified grounds for the objection on a timely basis (for example by filing applications for intellectual property rights before publication or by amending the planned publication), provided that the scientific integrity is preserved. The objecting Party proposing a public disclosure (shall not unreasonably continue the “Publishing Party”) will provide a copy of opposition, where appropriate actions are performed following the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurediscussion. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and objection is based on (b) the Publishing Party shall postpone the proposed intended publication or presentation can be delayed for up to an additional [***] six ([***]6) days months to afford allow a patent application to be filed. As from the Reviewing Partyexpiration of this term, or if applicable, such Party will be entitled to publish of the Publishing Party, proposed document. For the opportunity to prepare and file one or more patent applications with respect thereto. In additionavoidance of doubt, a Party will shall not publish Confidential Information received from Background or Foreground of another Party, even if such Background or Foreground is amalgamated with the other Party Party’s Own Foreground, without such the other Party’s prior written consentapproval. This Article 5.1 shall survive expiration or termination of the Consortium Agreement for the term of the confidentiality obligations of Article 7.
Appears in 4 contracts
Samples: Consortium Agreement, Consortium Agreement, Consortium Agreement
Publication. (a) The Parties Genzyme and Voyager each acknowledge that the other Party’s interest in publishing certain key results of the Research may be published Collaboration. Each Party also CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. recognizes the mutual interest in obtaining valid patent protection and in protecting trade secret information. Consequently, except for disclosures permitted pursuant to Section 10.1 (Nondisclosure Obligation) and 10.2.2 (Publicity), either Party wishing to make a publication or otherwise publicly disclosed, subject public presentation regarding any Agreement Program or Agreement Product or that contains the Confidential Information of the other Party shall deliver to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each other Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) presentation at least [***] ([***]) days prior to submission for publication or presentation. The reviewing Party shall have the right (i) to require modifications to the publication or presentation for patent reasons, trade secret reasons or business reasons, and the publishing Party shall remove all Confidential Information of the other Party if requested by the reviewing Party, or (ii) to request a reasonable delay in publication or presentation in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepatentable information. If the Reviewing reviewing Party determines that its Confidential Information requests a delay, the publishing Party shall delay submission or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such presentation for a period of [***] ([***]) day period, whereupon (a) to enable the Publishing non-publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without protecting such other Party’s prior written consentrights in such information. With respect to any proposed publications or disclosures by investigators or academic or non-profit collaborators, such materials shall be subject to review under this Section 10.2.1 to the extent that Genzyme or Voyager, as the case may be, has the right and ability (after using commercially reasonable efforts to obtain such right and ability) to do so.
Appears in 4 contracts
Samples: Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.)
Publication. Subject to the obligations set forth in Section 6.1, Section 6.2 and Section 6.3, PeptiDream may, in its discretion, publish papers or make oral presentations regarding results of, and other information regarding, activities pursuant to this Agreement (such papers and oral presentations, including abstracts of any of the foregoing, “Publications”) relating specifically to the PeptiDream Background Technology, provided that for any Publication that discloses Know-How relating to any Selected Conjugate, PeptiDream shall (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection provide RayzeBio with a publication, the Parties agree to abide by the policies draft of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) Publication at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosurepublisher, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) remove any confidential or sensitive Know-How as requested by XxxxxXxx that RayzeBio reasonably deems to be of a confidential or sensitive nature, (c) delay the Publishing Party shall postpone the proposed submission for publication or presentation of such Publication for up to an additional [***] day period to permit the applicable Party to seek patent protection with respect to the content of such Know-How, and (d) consider in good faith any comments from RayzeBio with respect to the information contained therein pertaining to the Selected Conjugate. RayzeBio may, in its discretion, publish any Publication relating specifically to RayzeBio Activities, provided that for any Publication that discloses any of PeptiDream’s Know-How or Confidential Information, RayzeBio shall (i) provide PeptiDream with a draft of such Publication at least [***]] days prior to submission to the publisher, (ii) days remove any Confidential Information of PeptiDream, as requested by PeptiDream, (iii) delay the submission for publication of such Publication for an additional [***] day period to afford permit the Reviewing Party, or if applicable, the Publishing Party, applicable Party the opportunity to prepare and file one or more seek patent applications protection with respect thereto. In additionto the content of applicable Know-How, and (iv) give PeptiDream a Party will not publish Confidential Information received from the other Party without pre-publication right to review and comment upon such other Party’s prior written consentPublication, which comments shall be considered in good faith by XxxxxXxx.
Appears in 3 contracts
Samples: License and Research Collaboration Agreement (RayzeBio, Inc.), License and Research Collaboration Agreement (RayzeBio, Inc.), License and Research Collaboration Agreement (RayzeBio, Inc.)
Publication. (a) The Parties Astellas and Ambit each acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose other Party’s interest in publishing and presenting the results of its research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. However, any research related to publication or presentation of Confidential Information (of the Core Patentsother Party), Core Joint Program Know-How, Licensed Products and/or any information arising from the Development Program or Licensed Services Research Program shall be solely by written agreement of the Parties. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Section 6.2.2, either Party, its employees or consultants wishing to make a publication or presentation containing Confidential Information (of the “Research”other Party). In connection with a publication, Joint Program Know-How, and/or any information arising from the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release Development Program or availability of data or biological materials relating Research Program shall deliver to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each other Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written publication or an outline of an oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) disclosure at least […***…] ([***]) days prior to submission for publication in order to allow or presentation. The reviewing Party shall have the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon right (a) to propose modifications to the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up patent reasons, trade secret reasons or business reasons and/or (b) to an additional request a reasonable delay in CONFIDENTIAL publication or presentation in order to protect patentable information. If the reviewing Party requests a delay, the publishing Party shall delay submission or presentation for a period of […***…] (to enable patent applications protecting each Party’s rights in such Confidential Information to be filed in accordance with Article 8 below. Upon expiration of such […***…]) days to afford the Reviewing Party, or if applicable, the Publishing Partypublishing Party shall be free to proceed with the publication or presentation provided the publishing Party has obtained written confirmation from the reviewing Party that such patent applications have been filed. If the reviewing Party requests modifications to the publication or presentation, the opportunity publishing Party shall edit such publication or presentation to prepare prevent disclosure of trade secret or proprietary business information of the reviewing Party prior to submission of the publication or presentation. If a publication or presentation by Astellas or an Astellas Affiliate results from work performed by Ambit or relating to the Ambit Technology or the Development Program or the Research Program, Astellas and/or its Affiliates agrees to acknowledge Ambit and file one give credit to Ambit’s scientists, as scientifically appropriate, based on any contribution they may have made to the work, subject to the approval of Ambit. Likewise, if a publication or more patent applications presentation by Ambit results from work performed by Astellas and/or its Affiliates or the Development Program or the Research Program, Ambit agrees to acknowledge Astellas and/or its Affiliates and give credit to Astellas’s or Astellas Affiliates’ scientists, as scientifically appropriate, based on any contribution they may have made to the work, subject to the approval of Astellas. Further, Astellas would have a right to publish the results and summaries of the Clinical Trials, observational or meta-analysis studies relating to the Product on a clinical trial register maintained by Astellas, clinical trial agreements, and the protocols of Clinical Trials relating to Product on xxx.XxxxxxxxXxxxxx.xxx (or similar forum) (or as otherwise required by Astellas’s policies). Without any limitation of any other term or condition of this Agreement, Ambit would co-operate with respect thereto. In additionAstellas in such effort, including reasonable efforts to provide Astellas with the protocols, results, data and other information relating all Clinical Trials conducted by Ambit on a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentProduct.
Appears in 3 contracts
Samples: Exclusive License and Collaborative Research, Co Development and Commercialization Agreement (Ambit Biosciences Corp), Exclusive License and Collaborative Research, Co Development and Commercialization Agreement (Ambit Biosciences Corp), Exclusive License and Collaborative Research, Co Development and Commercialization Agreement (Ambit Biosciences Corp)
Publication. (a) The Parties acknowledge that results of the Research may be published A. Except as restricted by Article 5, either Party will, unless otherwise precluded by contract or otherwise publicly disclosedlaw, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves have the right to publicly disclose publish, disclose, disseminate and use, in whole and in part, any data and information developed by it in the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results performance of the Research Project or received from the other Party. SBC will have the right to publish and use any technical reports and information specified to be determined delivered by UNIVERSITY under its Subaward with SBC. It is agreed, however, that under no circumstances will SBC state or imply in accordance with academic standards any publication or other published announcement that UNIVERSITY has tested or approved any product.
B. A Party wishing to publish any data and custom. Proper acknowledgment will be made for the contributions of each Party to the results information generated in its performance of the Research being published.
(b) For any public disclosure of Research, Project shall provide the other Party proposing a public disclosure (the “Publishing Party”) will provide with a copy of the any proposed written or oral publication (including manuscripts, abstracts abstracts, and oral presentations) to the other Party (the “Reviewing Party”) at least [***] thirty ([***]30) days prior to submission for publication to allow the other Party to review such proposed publication, identify its proprietary or confidential information contained therein, and submit comments. The publishing Party will consider the comments provided by the reviewing Party before publication and will work with the reviewing Party in good faith to endeavor to resolve all outstanding publication issues, prior to proceeding with the publication or public disclosure, but in no event will its ability to publish or publicly disclose its own research results or non-confidential information be denied by the reviewing Party. Upon written notification submitted by the reviewing Party within thirty (30) days of its receipt of the proposed publication, the publishing Party agrees: to delete any of the reviewing Party's proprietary or confidential information, or to delay the public disclosure of potentially patentable subject matter for an additional sixty (60) days from receipt of the reviewing Party’s notification in order to allow file a patent application. Alternatively, the Reviewing publishing Party an opportunity to protect will have the option, at its Confidential Information or inventions that may be disclosed by sole discretion, of revising the proposed public disclosure. If manuscript of presentation materials to avoid enabling disclosure of the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information potentially patentable subject matter and (b) the Publishing Party shall postpone the proposed proceeding with publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentfurther delay.
Appears in 3 contracts
Samples: Allocation of Rights in Intellectual Property, Allocation of Rights in Intellectual Property, Allocation of Rights in Intellectual Property
Publication. (a) The Parties acknowledge that Each Party shall have the right to publish the data and results of the Research may be published or otherwise publicly disclosedrelated to Licensed Product, subject to the terms hereofrest of this Section 6.2. Without limiting the foregoing, but subject Prior to Section 11.4(b) herein, each Party reserves the right to publicly disclose public disclosure or submission for publication of a proposed publication describing the results of any research related scientific or clinical activity relating to a Licensed Product, the Party proposing such publication shall send the other Party by expedited delivery a copy of the proposed publication to be submitted and shall allow the other Party a reasonable time period (but not more than sixty (60) days from the date of confirmed receipt) in which to determine whether the proposed publication contains subject matter for which patent protection should be sought (prior to publication of such proposed publication) for the purpose of protecting an invention, or whether the proposed publication contains the Confidential Information of such other Party, or whether the proposed publication contains information that is reasonably likely to have a material adverse impact on the development or commercialization of Licensed Product. Following the expiration of applicable time period for review, the Party proposing such publication shall be free to submit such proposed publication for publication and publish or otherwise disclose to the Core Patentspublic such scientific or clinical results, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating subject to the publication. Authorship of results of the Research will be determined procedures set forth in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being publishedSection 6.2(b).
(b) For any public disclosure If the Party reviewing such publication believes that the subject matter of Researchthe proposed publication by the other Party contains Confidential Information of the Party or a patentable invention owned by the Party or in which it otherwise has exclusive rights hereunder, then prior to the expiration of the applicable time period for review, such Party shall notify the Party proposing such publication in writing of such belief. On receipt of written notice from the other Party that such proposed publication contains its Confidential Information, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the publication shall remove such Confidential Information from such proposed written or oral publication (including manuscriptsprior to any publication thereof, abstracts and oral presentations) to unless the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication agrees otherwise in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurewriting. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received On receipt of written notice from the other Party without that such other Party’s prior written consentproposed publication contains a patentable invention owned by it or in which it otherwise has exclusive rights hereunder, the Party proposing publication shall delay public disclosure of such information or submission of the proposed publication for an additional period of thirty (30) days to permit preparation and filing of a patent application on such invention. The Party proposing publication shall thereafter be free to publish or disclose such information.
Appears in 3 contracts
Samples: H1n1 License Agreement (Novavax Inc), Option Agreement (Novavax Inc), Option Agreement (Novavax Inc)
Publication. (a) The Parties PROTIVA and ALNYLAM each acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals other Party’s interest in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to publishing the results of the R&D Research being published.
(b) For any public Plan and the PLK Research Plan. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Section 8.1 and 8.2, either Party, its Affiliates, or their respective employees or consultants wishing to make a publication or a disclosure of Researchto a Third Party relating to the R&D Research Plan, the PLK Research Plan or any Licensed Product of the other Party proposing a public disclosure (shall deliver to the “Publishing Party”) will provide other Party a copy of the proposed written publication or an outline of an oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) disclosure at least [***] thirty ([***]30) days prior to submission for publication in order to allow or presentation. The reviewing Party shall have the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon right (a) to propose modifications to the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up patent reasons, trade secret reasons or business reasons, or (b) to an additional [***] request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay, the publishing Party shall delay submission or presentation for a period of thirty ([***]30) days to afford the Reviewing enable patent applications protecting each Party, or if applicable’s rights in such information to be filed in accordance with Article VII above. Upon expiration of such thirty (30) days, the Publishing Partypublishing Party shall be free to proceed with the publication or presentation. If the reviewing Party requests modifications to the publication or presentation, the opportunity publishing Party shall edit such publication to prepare prevent disclosure of trade secret or proprietary business information prior to submission of the publication or presentation. With respect to any proposed publications or disclosures by investigators or academic or non-profit collaborators, such materials shall be subject to review under this Section 8.3 to the extent that PROTIVA or ALNYLAM, as the case may be, has the right and file one or more patent applications with respect theretoability (after using reasonable efforts) to do so. In additionFor the avoidance of doubt, a subject to its obligations under Section 8.1, each Party will not publish Confidential Information received from may make publications and disclosures to Third Parties relating to its own Licensed Products outside of the R&D Research Plan without any obligation to permit the other Party without to review or comment on such other Party’s prior written consentpublication or disclosure.
Appears in 3 contracts
Samples: Cross License Agreement (TEKMIRA PHARMACEUTICALS Corp), Cross License Agreement (Tekmira Pharmaceuticals Corp), Cross License Agreement (Alnylam Pharmaceuticals, Inc.)
Publication. (a) The Parties acknowledge that results Without limiting any rights or obligations of the Research may be published or otherwise publicly disclosedParties under Sections 6.1, subject to 6.2(b), 6.2(c) and 6.3, during the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) hereinTerm, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) shall submit to the other Party (the “Reviewing Non-Disclosing Party”) at least [***] ([***]) days prior for review and approval any proposed academic, scientific and medical publication or public presentation which contains the Non-Disclosing Party’s Confidential Information. In addition, GMI shall submit to submission Pfizer for review and approval any proposed publication in order or public presentation relating to allow the Reviewing Party an opportunity Compounds, Licensed Products or any pre-clinical or clinical studies conducted by or on behalf of GMI with respect thereto. In both instances, such review and approval will be conducted for the purposes of preserving the value of each Party’s Patent Rights and Know-How, the rights granted to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information Pfizer hereunder and (b) the Publishing Party shall postpone determining whether any portion of the proposed publication or presentation for up containing the Non-Disclosing Party’s Confidential Information should be modified or deleted. Written copies of such proposed publication or presentation required to an additional [***] be submitted hereunder shall be submitted to the Non-Disclosing Party no later than thirty ([***]30) days to afford the Reviewing Party, before submission for publication or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications presentation. The Non-Disclosing Party shall provide its comments with respect thereto. In addition, a Party will not publish Confidential Information received to such publications and presentations within fifteen (15) Business Days after its receipt of such written copy from the other Party. The review period may be extended for an additional thirty (30) days in the event the Non-Disclosing Party can demonstrate reasonable need for such extension including for the preparation and filing of patent applications. GMI and Pfizer will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publication. For the sake of clarity, (1) Pfizer shall have the right, subject to GMI’s rights of review as set forth above, to include in its academic, scientific and medical publications and public presentations any pre-clinical and clinical data and results relating to any Licensed Product or Compound, including without limitation any such other Partydata and results provided to Pfizer under Section 2.3 and data and results of the Ongoing Clinical Study, (2) subject to Section 6.2(b) GMI shall not include in its academic, scientific and medical publications and public presentations any pre-clinical and clinical data and results relating to any Licensed Product or Compound, including without limitation any such data and results provided to Pfizer under 2.3 and data and results of the Ongoing Clinical Study, without Pfizer’s prior written consent, such consent not to be unreasonably withheld, and (3) Pfizer’s obligation to submit any publication to GMI for review and approval under this Section 6.2(a) shall not apply to any publication which does not contain GMI’s Confidential Information.
(b) Pfizer understands that there are rights to publish under existing agreements between GMI and Third Parties which are subject to certain restrictions, and nothing in this Section 6.2 shall limit such publication rights pursuant to such agreements; provided, however that GMI, to the extent practicable in light of such restrictions, shall provide Pfizer with the opportunity to review and comment on such publications as set forth above.
(c) Except as permitted by Section 6.1, Pfizer shall not have the right to publish or disclose Confidential Information of GMI pursuant to Section 6.2(a) that is not pre-clinical data and/or clinical data or results without the written consent of GMI.
Appears in 3 contracts
Samples: License Agreement (Glycomimetics Inc), License Agreement (Glycomimetics Inc), License Agreement (Glycomimetics Inc)
Publication. (a) The Parties acknowledge that results Beta will have the right to publish manuscripts, abstracts, presentations or other articles in scientific journals or at scientific conferences relating to any Glucagon Product when combined with any Pump System without obtaining the prior written consent of Xeris. Xxxxx will have the Research may be published right to publish manuscripts, abstracts, presentations or otherwise publicly disclosedother articles in scientific journals or at scientific conferences relating to any Glucagon Product when combined with any Pump System solely upon obtaining the prior written consent of Beta, in each case subject to this Section 9.5 (Publication). Except as set forth in the terms hereof. Without limiting the foregoing, but subject to first two sentences of this Section 11.4(b) herein9.5 (Publication), each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will have the right to publish manuscripts, abstracts, presentations or other articles in scientific journals or at scientific conferences relating to any Glucagon Product without obtaining the prior written consent of the other Party (the “Non-Publishing Party”); provided, however, that (a) if an employee of the Non-Publishing Party is also named as an author or (b) if such manuscripts, abstracts, presentations or other articles contain information relating to the Xeris Technology if Xeris is the Non-Publishing Party or to the Beta Technology if Beta is the Non-Publishing Party, then the Non-Publishing Party will have the right to review and comment upon each such manuscript, abstract, presentation or other article and the Publishing Party will consider such comments in good faith. If the Publishing Party desires to make a publication pursuant to this Section 9.5 (Publications) for which the Non-Publishing Party has the right to comment, then the Publishing Party will provide a copy of the proposed written or oral publication (including manuscriptsabstracts, abstracts and oral presentationsor presentation to a journal, editor, meeting, seminar or other third party) to the other Non-Publishing Party (the “Reviewing Party”) for at least [***] ([***]) days prior to submission of such proposed manuscript for publication in order publication; the object being to allow prevent either the Reviewing Party an opportunity endangerment of applications for the protection of property rights by premature publications detrimental to protect its their novelty or the disclosure of Confidential Information or inventions that may be disclosed by Information. If, during the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) specified above the Non-Publishing Party notifies the Publishing Party shall delete all references that a proposed publication contains patentable subject matter directed to such Confidential Information and (b) Xeris Background Know-How or Xeris Collaboration Know-How if Xeris is the Non-Publishing Party shall postpone or to the proposed Beta Background Know-How or Beta Collaboration Know-How if Beta is the Non-Publishing Party that requires protection, the Non-Publishing Party may by written notice delay the publication or presentation for up a period of time not to an additional exceed [***] ([***]) days from the date of such written notice to afford the Reviewing Party, or if applicable, the seek appropriate patent protection for any subject matter in such publication that it reasonably believes may be patentable. The Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish delete from the proposed publication prior to submission all Confidential Information received from of the other Non-Publishing Party without such other Party’s prior written consentthat the Non-Publishing Party identifies in good faith and requests to be deleted.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Beta Bionics, Inc), Collaboration and License Agreement (Beta Bionics, Inc)
Publication. BMS and/or Lexicon (aeach, a "Submitting Party") The Parties acknowledge that may each publish or present data and/or results of relating to a Product for which the Research may be published or otherwise publicly disclosedSubmitting Party holds a commercial license, subject to the terms hereofprior written approval of the other party and the prior review of the proposed disclosure by the other party (each, a "Reviewing Party"), solely to determine (a) whether the proposed disclosure contains the Confidential Information of the Reviewing Party or (b) whether the information contained in the proposed disclosure should be the subject of a patent application to be filed prior to such disclosure. Without limiting The Submitting Party shall provide the foregoingReviewing Party with the opportunity to review any proposed abstract, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose manuscript or presentation which discloses the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party Product by delivering a copy thereof to the results of the Research being published.
(b) For any public disclosure of Research, the Reviewing Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least no less than [***] (days before its intended submission for publication or presentation. The Reviewing Party shall have [***]) ] days prior from its receipt of any such abstract, manuscript or presentation in which to submission for publication notify the Submitting Party in order writing of any specific objections to allow the disclosure, based on either the need to seek patent protection or concern regarding the specific disclosure of the Confidential Information of the Reviewing Party. In the event the Reviewing Party an opportunity objects to protect its Confidential Information the disclosure, the Submitting Party agrees not to submit the publication or inventions that may be disclosed by abstract or make the proposed public disclosure. If presentation containing the objected-to information until the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] is given a reasonable additional period of time ([***]) day period, whereupon (a) the Publishing Party shall delete all references not to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to exceed an additional [***] ([***]days) days to afford seek patent protection for any material in the disclosure which the Reviewing PartyParty believes is patentable (subject, or if applicablein all events, to Section 8.3) or, in the Publishing Partycase of Confidential Information, to allow the opportunity Submitting Party to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish delete any Confidential Information received of the Reviewing Party from the other proposed disclosure. The Submitting Party without such other Party’s prior written consentagrees to delete from the proposed disclosure any Confidential Information of the Reviewing Party upon request.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Lexicon Genetics Inc/Tx), Collaboration and License Agreement (Lexicon Genetics Inc/Tx)
Publication. (a) The Parties acknowledge that Notwithstanding anything contained in this Agreement to the contrary, RBNC, in its sole discretion, may make disclosures relating to the Exploitation of any Collaboration Derived Product, including the results of the Research may be published research and any clinical trial conducted by or otherwise publicly disclosed, subject on behalf of RBNC or any health or safety matter related to any Collaboration Derived Product. Subject to the terms hereof. Without limiting foregoing and the foregoingrest of this Section 11.3, but subject to Section 11.4(b) herein, each the Party reserves discovering or inventing Collaboration IP and/or Results will have the right to publicly disclose the results publish and make scientific presentations of any research related to the Core Patents, Core Know-How, Licensed Products such Collaboration IP or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure Results (the “Publishing Party”) will provide a copy of ). Where the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Publishing Party (the “Reviewing Party”) at least is [***] (contained in the proposed publication, it will endeavor to [***]) days prior . When the Publishing Party seeks to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information publish or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosurepresent [***], it shall so advise discuss with [***]. Each Party has the Disclosing right to address good faith scientific concerns in any proposed publication or presentation, whether such publication is made jointly or by a sole Party. The Publishing Party within will deliver to the Non-Publishing Party a copy of any proposed written publication or outline of presentation (or, where appropriate, a draft of such publication or a description of such presentation) to be made by the Publishing Party [***] (of submission for publication or presentation, with [***]) day period, whereupon (a) for the Non-Publishing Party shall delete all references to such Confidential Information and (b) the exercise its rights under this Section 11.3. The Non-Publishing Party shall postpone will have the proposed publication or presentation for up to an additional [***] (right to:[***], (b) days submit patent applications protecting any Collaboration IP controlled by such Non-Publishing Party in accordance with Section 7.1.4, and the Publishing Party shall use reasonable efforts to afford postpone the Reviewing Partypublication or presentation upon request of the Non-Publishing Party to allow for such patent application submission; and (c) prohibit disclosure of any of its Confidential Information in any such proposed publication or presentation. If there is any dispute between the Parties with regard to a proposed publication, presentation or other communication regarding this Agreement, such dispute shall be referred to the JRC for resolution. Each Party agrees that it will not unreasonably withhold, condition or delay its consent to requests for (i) extensions of the above timelines in the event that material late-breaking data becomes available or (ii) shortening of the above timelines if applicable, the requesting Party has a good faith belief that circumstances warrant such acceleration. Publications shall be developed in accordance with the Publishing Party, the opportunity to prepare ’s publications policies and file one or more patent applications with respect theretoprocesses. In addition, a the Parties acknowledge and agree that all publications and presentations pursuant to this Section 11.3 shall comply with the International Committee of Medical Journal Editors (ICMJE) Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals. Consistent with those guidelines, authorship will be based upon substantial contribution to the design, analysis, interpretation of data, drafting and/or critically revising any publication(s) derived from this Agreement, and authors must engage in the drafting of the publication or revise it critically for important intellectual content. Each Party agrees to maintain evidence of its compliance with the ICMJE guidelines for authorship, and that it will not publish Confidential Information received from provide such evidence to the other Party without such upon request. Each Party shall also acknowledge the other Party’s prior written consentcontributions in any publications or presentations in accordance with good scientific practice.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Neumora Therapeutics, Inc.), Research Collaboration and License Agreement (Neumora Therapeutics, Inc.)
Publication. In the event either Party (aor its Affiliates) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to [***], subject to Sections 8.4, 8.6 and 8.7, the Publishing Party shall provide the other Party with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] ([***]) days prior(provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) prior to its intended submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If For the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by avoidance of doubt, the proposed public disclosure, it foregoing shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references apply with respect to such Confidential Information and (b) the Publishing Party shall postpone the each proposed publication or presentation for up regardless of whether a prior publication or presentation was provided (e.g., if an abstract is provided in accordance with this Section 8.8.1 and a Publishing Party wishes to an additional publish the corresponding full manuscript, the full manuscript must be provided to the other Party pursuant to this Section 8.8.1). The other Party shall respond in writing promptly and in no event later than [***] ([***]) days after receipt of the proposed material (provided that the other Party shall use Commercially Reasonable Efforts to afford accommodate a shorter time period if notified by the Reviewing Party, or if applicable, Publishing Party and required due to circumstances outside of the Publishing Party’s control), the opportunity to prepare and file with one or more of the following:
(a) comments on the proposed material, which the Publishing Party shall consider in good faith; and/or
(b) a specific statement of concern, based upon the need to seek patent applications protection or to block publication or public disclosure (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if such other Party reasonably determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect any Collaboration Target, Collaboration Candidate or Collaboration Product that is the subject of such Program, in which event the Publishing Party agrees not to submit such publication or make such presentation that contains such information until:
(i) with respect thereto. In additionto publication or presentation of Collaboration Non-Specific IP, a Party will not publish Confidential Information received from the other Party without is given [***] to seek patent protection for any such Collaboration Non-Specific IP in such publication or presentation which it believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Collaboration Specific IP, [***] for the other Party to (x) enable further development and optimization of such Collaboration Specific IP (including related Collaboration Candidates and Collaboration Products), (y) seek patent protection for any such Collaboration Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of the other Party’s prior written consentConfidential Information that is contained in the material reviewed, which the Publishing Party shall remove, if requested by the other Party. Notwithstanding the foregoing, if Celgene fails to exercise the IND Option during the IND Option Term for a Program, then Section 8.8.1(b) shall no longer apply with respect to publications or presentations relating solely to such Program (and to no other Programs).
Appears in 2 contracts
Samples: Master Collaboration Agreement (Prothena Corp PLC), Master Collaboration Agreement (Prothena Corp PLC)
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each If either Party reserves the right proposes to publicly disclose the present or publish, in any publication or venue, in their respective Territories, any Clinical Trial data, non-clinical data or any associated results or conclusions generated by or on behalf of any research related Licensee pursuant to the Core PatentsClinical Trials (each such proposed presentation or publication, Core Know-How, Licensed Products or Licensed Services (the a “ResearchProposed Publication”), it shall obtain the other Party’s prior written consent and otherwise comply with this Section 10.5. In connection The proposing Party shall provide the other Party with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) such Proposed Publication at least [***] ([***]) days prior to the earlier of its presentation or intended submission for publication publication; provided that in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may case of abstracts, this period shall be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such at least [***] Days ([***]) day such applicable period, whereupon the “Review Period”). The proposing Party agrees that it will not submit or present any Proposed Publication (ai) until the Publishing other Party has provided written comments during such Review Period on the material in such Proposed Publication or (ii) until the applicable Review Period (as may be extended by subsection (C) below) has elapsed without written comments from the other Party, in which case the proposing Party may proceed and the Proposed Publication will be considered approved in its entirety. If the proposing Party receives written comments from the other Party during the applicable Review Period, it shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for such Proposed Publication; provided that the proposing Party agrees to (A) delete all references to such any Confidential Information of the other Party that the other Party identifies for deletion in the other Party’s written comments, (B) delete any Clinical Trial data, non-clinical data, results, conclusions or other related information that is not specific to or resulting from any Clinical Trial conducted in the proposing Party’s territory, and (bC) the Publishing Party shall postpone the proposed publication or presentation delay such Proposed Publication for a period of up to an additional [***] ([***]) days after the end of the applicable Review Period to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from enable the other Party without to draft and file patents with respect to any subject matter to be made public in such Proposed Publication and to which the other Party has the applicable intellectual property rights to file such patents. The proposing Party shall provide the other Party a copy of the Proposed Publication at the time of the submission or presentation. The proposing Party shall require its Affiliates, (sub)licensees (in case that Duality is the proposing Party’s prior written consent), Sublicensees (in case that Licensee is the proposing Party) and contractors to comply with the obligations of this Section 10.5 as if they were the proposing Party, and shall be liable for their non-compliance.
Appears in 2 contracts
Samples: License and Collaboration Agreement (BioNTech SE), License and Collaboration Agreement (BioNTech SE)
Publication. (a) The Parties acknowledge that results shall have the right to publish or present data or any portion thereof for their publication objectives (a “Publication”) in accordance with this Section 7.6. Blueprint will be responsible for and control the timing and scope of any Publication of Blueprint Project Results. Ventana will be responsible for and control the timing and scope of any Publication of Ventana Project Results. Any Publications of the Research may Joint Project Results must be published agreed and approved by both Parties. Blueprint shall not publish or otherwise publicly disclosedpresent the Ventana Project Results or any portion thereof for any Publication without Ventana’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Ventana shall not publish or present Blueprint Project Results or any portion thereof for any Publication without Blueprint’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Such Publication shall be subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results provisions of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials this Agreement relating to the publication. Authorship of results of the Research will confidentiality and non-disclosure, and shall be determined in accordance consistent with academic standards and customstandards. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
At least sixty (b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]60) days prior to submission of a Publication that requires the approval of the other Party, the publishing Party shall submit to the other Party for publication in order review any proposed Publication and the other Party shall review the proposed Publication and provide its comments to allow the Reviewing publishing Party no later than thirty (30) days prior to the proposed submission date for the Publication; provided, however, that if such Publication is an opportunity abstract the foregoing periods of sixty (60) days and thirty (30) days shall be reduced to protect its Confidential Information ten (10) Business Days and five (5) Business Days, respectively. Upon the other Party’s notice to the publishing Party that the other Party reasonably believes that one or inventions that may more Patent applications should be disclosed filed which relate to Project Results owned by the proposed public disclosureother Party or Joint Project Results prior to any Publication, the publishing Party shall delay the Publication until such Patent application(s) have been filed; provided, that the other Party will cooperate in expeditiously filing any such Patent application(s); and, provided, further, that any such delay of a Publication will not exceed one hundred and eighty (180) days from the date of such notice by the other Party to the publishing Party. If the Reviewing other Party determines believes that its any Publication contains Confidential Information or an invention would likely be disclosed by belonging to the proposed public disclosureother Party, it shall so advise the Disclosing other Party within such [***] ([***]) day periodwill notify the publishing Party, whereupon (a) the Publishing Party shall delete which will remove all references to such Confidential Information and (b) prior to publication, presentation or use. Notwithstanding the Publishing foregoing, neither Party shall postpone be required to seek the proposed permission of the other Party to repeat any information in a Publication that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 7.6, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable. Each Party acknowledges and agrees that this Section 7.6 is not intended to, and shall not be construed to, limit, restrict or require a Party to limit or restrict the publication or the results of any Clinical Trials by investigators or sites participating in such Clinical Trials, provided that such Party has entered into written agreements with such investigators or sites requiring them to grant such Party (and by extension, the other Party) reasonable and customary rights to review in advance of such publications. Notwithstanding the foregoing, each Party acknowledges and agrees that nothing contained herein shall require either Party to include in its agreements with investigators or sites participating in such Clinical Trials any right of such Party or the other Party to block any publication or presentation for up (or portion thereof) by such investigators or sites, and the Parties further acknowledge and agree that neither Party shall be in breach of this Section 7.6 as a result of any failure or breach by such sites or investigators in complying with their obligations to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications contracting Party with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentto publications (including advance review).
Appears in 2 contracts
Samples: Master Collaboration Agreement (Blueprint Medicines Corp), Master Collaboration Agreement (Blueprint Medicines Corp)
Publication. (a) The Parties acknowledge and agree that scientific lead time is a key element of the value of the research to be performed under this Agreement. The Parties also acknowledge and agree that the ability to publish selected results of the Research may research to be published or otherwise publicly disclosed, subject to performed under this Agreement in the terms hereof. Without limiting course of the foregoing, but subject to Section 11.4(b) herein, each Party reserves Collaboration is essential for the right to publicly disclose recruitment and retention of scientific talent by the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”)Parties. In connection with a order to ensure that scientific publications are strictly monitored to prevent any adverse effect of premature publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating Joint Research Committee shall establish a procedure for publication review and approval and each Party shall first submit to the publication. Authorship Joint Research Committee an early draft of results of the Research will all such publications, whether they are to be determined presented orally or in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Researchwritten form, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] sixty ([***]60) days prior to submission for publication. The Joint Research Committee shall review each such proposed publication in order to allow avoid the Reviewing Party an opportunity to protect its unauthorized disclosure of any Confidential Information or and to preserve the patentability of inventions that may be disclosed by arising from the research performed in the course of the Collaboration. If, within thirty (30) days following receipt of an advance copy of a Party's proposed public disclosure. If publication, the Reviewing Joint Research Committee informs such Party determines that its proposed publication contains the other Party's Confidential Information or an invention would likely be disclosed by the proposed public disclosureInformation, it shall so advise the Disclosing Party within then such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and from its proposed publication. If, within thirty (b30) days following receipt of an advance copy of a Party's proposed publication, the Publishing Joint Research Committee informs such Party that its proposed publication contains Collaboration Know-How, the publication of which could be expected to have a material adverse effect on any Collaboration Patent Rights or Collaboration Know-How, then such Party shall postpone at the election of the Joint Research Committee, either (1) delete such Confidential Information from such Party's proposed publication or presentation for up (2) delay such proposed publication sufficiently long to an additional [***] permit the timely preparation and filing of a patent application(s) on the information involved. If, within forty five ([***]45) days to afford the Reviewing following receipt of an advance copy of a Party, or if applicable's proposed publication, the Publishing Joint Research Committee fails to approve of such Party's proposed publication, then such proposed publication shall be regarded as denied by the opportunity to prepare Joint Research Committee and file one or more patent applications with respect thereto. In addition, a Party will shall not publish Confidential Information received from the other Party without such other Party’s prior written consentbe published.
Appears in 2 contracts
Samples: Collaboration Agreement (Isis Pharmaceuticals Inc), Collaboration Agreement (Isis Pharmaceuticals Inc)
Publication. University, as an Idaho public institution of higher education, engages only in research and creative activities that are compatible, consistent, and beneficial to its academic role and mission. Therefore, significant results of Scope of Work must be reasonably available for publication and/or presentation (a) collectively, “Publish” or “Publication”). The Parties acknowledge agree that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves both Parties shall have the right to publicly disclose the Publish results of any research related from this Agreement, but a Party desiring to the Core Patents, Core Know-How, Licensed Products or Licensed Services Publish results (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) shall submit to the other Party (the “Reviewing Non-Publishing Party”) a copy of any proposed Publication at least [***] thirty ([***]30) days prior to the Publication submission date (or Publication date if there is no prior submission requirement for publication the Publication, e.g., certain presentations) (the “Publication Notice Period”). The Parties agree that the following will not be included in order to allow any Publication without prior written approval from the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon Non-Publishing Party: (a) the Publishing Party shall delete all references to such Confidential Information of the Non-Publishing Party; and (b) if Sponsor selects Option E, Ownership of Intellectual Property with a One-Time Upfront Fee, in paragraph G(2) below and is otherwise in compliance with the terms and conditions of this Agreement, including payment of the Total Agreement Price, the Additional Sponsor-Requested Insurance Cost, if applicable, and the Option E Ownership Fee (see Upfront Intellectual Property Terms defined below), the portion(s) of the Intellectual Property (defined below) that Sponsor reasonably determines to be trade secrets (“Generated Trade Secrets”). During the Publication Notice Period, the Non-Publishing Party shall have the rights to: (a) review the proposed Publication for Generated Trade Secrets and its Confidential Information; (b) assess the patentability of any invention described in the proposed Publication; and (c) provide non-binding comments to the Publishing Party shall postpone about the remainder of the proposed publication or presentation for up to Publication. At the Non-Publishing Party’s request, Publishing Party shall: (a) remove from the Publication any Generated Trade Secrets and Confidential Information of the Non-Publishing Party; (b) delay the Publication an additional [***] sixty ([***]60) days to afford file patent application(s) (the Reviewing Party“Patent Application Period”); and (c) concurrently with the Patent Application Period, or if applicable, or otherwise for a period not to exceed ten (10) days after the Publication Notice Period ends, collaboratively discuss Non-Publishing Party, ’s other non-binding comments about the opportunity to prepare and file one or more patent applications proposed Publication with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other goal of resolving Non-Publishing Party’s prior written consentquestions and/or concerns in Publishing Party’s sole discretion. Results under this Agreement are not intended to imply University endorsement of a particular political candidate, political view, or any commercial or non-commercial product. Sponsor’s citation of University’s results under this Agreement must include a disclosure of Sponsor’s financial support to University for the performance of the Scope of Work.
Appears in 2 contracts
Samples: Industry Sponsored Research Agreement, Industry Sponsored Research Agreement
Publication. (a) The Parties acknowledge Each Party to this Agreement recognizes that the publication of papers regarding results of the Research development of Assays under this Agreement, including oral presentations and abstracts, may be published or otherwise publicly disclosedbeneficial to both Parties provided such publications are subject to reasonable controls to protect Confidential Information and to preserve patentability of inventions. Accordingly, all publications that relate to Assays developed under this Agreement shall be subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results prior written approval of the Research will be determined in accordance non-publishing Party. A publishing Party shall therefore furnish the non-publishing Party with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the any proposed publication or presentation and allow such non-publishing Party at least […***…] days for review and comment prior to submission or presentation. Such non-publishing Party shall review any such material and give its comments to the publishing Party within […***…] days of the delivery of such material to such non-publishing Party. With respect to oral presentation materials and abstracts, the non-publishing Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the publishing Party with appropriate comments, if any, but in no event later than […***…] days from the date of delivery to the non-publishing Party. The publishing Party shall comply with the non-publishing Party’s request to delete references to the non-publishing Party’s Confidential Information in any such material and agrees to delay any submission for publication or other public disclosure for a period of up to an additional […***…] ([***]) days for the purpose of preparing and filing appropriate patent applications. Notwithstanding the foregoing, if Tocagen proposes a publication that includes results of development of Assays under this Agreement, as well as other data or results of development of a Tocagen Product and/or Other Tocagen Product, Tocagen will not be obligated to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications consider Siemens’ comments with respect thereto. In addition, a Party will to that portion of such proposed publication that does not publish Confidential Information received from the other Party without such other Party’s prior written consentrelate to results of development of Assays under this Agreement.
Appears in 2 contracts
Samples: Laboratory Services and License Agreement (Tocagen Inc), Laboratory Services and License Agreement (Tocagen Inc)
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject Subject to Section 11.4(b) herein12.2(a), each Party reserves the right shall use Commercially Reasonable Efforts to publicly disclose the results of publish scientific paper, letter or any research other manuscript in a scientific journal or present any abstract, poster, talk or any other presentation, in either case related to the Core PatentsCombination Therapy Clinical Data (each, Core Know-How, Licensed Products or Licensed Services (the a “ResearchPublication”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined ) in accordance with academic standards accepted scientific practice and customthe procedures set forth in this Section 12.2(b). Proper acknowledgment will be made for the contributions of each The Party proposing to publish or present a Publication shall deliver to the results of the Research being published.
(b) For any public disclosure of Research, the other Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written Publication: (i) for abstracts, posters or oral publication slide presentations, at least [*****] prior to submission (including manuscripts, abstracts in the case of abstracts) or first public presentation (in the case of posters and oral slide presentations) to the other Party ); and (the “Reviewing Party”ii) at least [*****] in advance of first submission and each subsequent submission in the case of scientific papers, letters or any other manuscripts; or (iii) within such other timeframe as the Parties may agree. The reviewing Party shall determine whether any of its Confidential Information [***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions **] that may be disclosed by the proposed public disclosurein such Publication should be modified or deleted, whether to file a Patent application on any Affimed Invention (solely with respect to Affimed) or Artiva Product Invention (solely with respect to Artiva) or Joint Collaboration Invention disclosed therein. If the Reviewing Party determines that its Confidential Information The presentation or an invention would likely submission of such Publication shall be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation delayed for up to an additional [***] ([***]) days ] if a reviewing Party reasonably requests such extension to afford allow time for the Reviewing preparation and filing of relevant Patent applications. If a reviewing Party reasonably requests modifications to the Publication to prevent the disclosure of such Party, or if applicable’s Confidential Information, the Publishing Partypublishing Party shall remove such information prior to the presentation or submission of such Publication. The Parties shall work in good faith and in a timely manner to resolve any disagreement as to the content, timing, and/or venue or forum for such Publication. Authorship of any Publication shall be determined based on the opportunity to prepare and file one accepted standards used in peer-reviewed academic journals at the time of the proposed publication or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentpresentation.
Appears in 2 contracts
Samples: Collaboration Agreement (Affimed N.V.), Collaboration Agreement (Affimed N.V.)
Publication. (a) The Parties acknowledge that results of In the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure event Prothena (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to the results of the Licensed Program (including the results of a Phase 1 Clinical Trial under the Licensed Program), or with respect to the Licensed Target, any Licensed Antibody or Licensed Product, the Publishing Party shall provide Celgene with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] ([***]) days (provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) prior to its intended submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If For the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by avoidance of doubt, the proposed public disclosure, it foregoing shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references apply with respect to such Confidential Information and (b) the Publishing Party shall postpone the each proposed publication or presentation for up regardless of whether a prior publication or presentation was provided (e.g., if an abstract is provided in accordance with this Section 7.8.1 and the Publishing Party wishes to an additional publish the corresponding full manuscript, the full manuscript must be provided to Celgene pursuant to this Section 7.8.1). Celgene shall respond in writing promptly and in no event later than [***] ([***]) days after receipt of the proposed material (provided that the other Party shall use Commercially Reasonable Efforts to afford accommodate a shorter time period if notified by the Reviewing Party, or if applicable, Publishing Party and required due to circumstances outside of the Publishing Party’s control), the opportunity to prepare and file with one or more of the following:
(a) comments on the proposed material, which the Publishing Party shall consider in good faith; and/or
(b) a specific statement of concern, based upon the need to seek patent applications protection or to block publication or public disclosure (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if Celgene reasonably determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect the Licensed Target or any Licensed Antibody and/or Licensed Product, in which event the Publishing Party agrees not to submit such publication or make such presentation that contains such information until:
(i) with respect thereto. In additionto publication or presentation of Licensed Program Non-Specific IP, a Party will not publish Celgene is given [***], to seek patent protection for any such Licensed Program Non-Specific IP in such publication or presentation which it believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Licensed Program Specific IP, [***] for Celgene to (x) enable further development and optimization of such Licensed Program Specific IP (including related Licensed Antibodies and Licensed Products), (y) seek patent protection for any such Licensed Program Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of Celgene’s Confidential Information received from that is contained in the other material reviewed, which the Publishing Party shall remove, if requested by Celgene. Notwithstanding the foregoing or anything to the contrary contained herein, the restrictions set forth in this Section 7.8.1 shall not apply to publications or presentations by Celgene (or its Affiliates or sublicensees) and Celgene (and its Affiliates and sublicensees) shall be free to make publications and presentations with respect to results of the Licensed Program, the Licensed Target, Licensed Antibody and/or Licensed Product without such other Party’s the prior written consentreview or consent of Prothena.
Appears in 2 contracts
Samples: Master Collaboration Agreement (Prothena Corp PLC), Master Collaboration Agreement (Prothena Corp PLC)
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject Subject to Section 11.4(b) herein12.2(a), each Party reserves the right shall use Commercially Reasonable Efforts to publicly disclose the results of publish scientific paper, letter or any research other manuscript in a scientific journal or present any abstract, poster, talk or any other presentation, in either case related to the Core PatentsCombination Therapy Clinical Data (each, Core Know-How, Licensed Products or Licensed Services (the a “ResearchPublication”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined ) in accordance with academic standards accepted scientific practice and customthe procedures set forth in this Section 12.2(b). Proper acknowledgment will be made for the contributions of each The Party proposing to publish or present a Publication shall deliver to the results of the Research being published.
(b) For any public disclosure of Research, the other Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written Publication: (i) for abstracts, posters or oral publication slide presentations, at least [***] prior to submission (including manuscripts, abstracts in the case of abstracts) or first public presentation (in the case of posters and oral slide presentations) to the other Party ); and (the “Reviewing Party”ii) at least [***] in advance of first submission and each subsequent submission in the case of scientific papers, letters or any other manuscripts; or ([***]iii) days prior to submission for publication in order to allow within such other timeframe as the Reviewing Parties may agree. The reviewing Party an opportunity to protect shall determine whether any of its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] that may be disclosed in such Publication should be modified or deleted, whether to file a Patent application on any Affimed Invention ([***]solely with respect to Affimed) day period, whereupon or Artiva Product Invention (asolely with respect to Artiva) the Publishing Party or Joint Collaboration Invention disclosed therein. The presentation or submission of such Publication shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation be delayed for up to an additional [***] ([***]) days if a reviewing Party reasonably requests such extension to afford allow time for the Reviewing preparation and filing of relevant Patent applications. If a reviewing Party reasonably requests modifications to the Publication to prevent the disclosure of such Party, or if applicable’s Confidential Information, the Publishing Partypublishing Party shall remove such information prior to the presentation or submission of such Publication. The Parties shall work in good faith and in a timely manner to resolve any disagreement as to the content, timing, and/or venue or forum for such Publication. Authorship of any Publication shall be determined based on the opportunity to prepare and file one accepted standards used in peer-reviewed academic journals at the time of the proposed publication or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentpresentation.
Appears in 2 contracts
Samples: Collaboration Agreement (Artiva Biotherapeutics, Inc.), Collaboration Agreement (Artiva Biotherapeutics, Inc.)
Publication. (a) The Parties acknowledge that results If a party wishes to make any public statement or publication with respect to the Research Project or any Project IP, it will: forward a copy of the Research may be published proposed public statement or otherwise publicly disclosed, subject publication to the terms hereof. Without limiting other [party/parties]; obtain the foregoing, but subject to Section 11.4(b) herein, prior written consent of each Party reserves the right to publicly disclose the results of any research related other party to the Core Patentsproposed publication or presentation (which shall not be unreasonably withheld); and if each other party consents to the publication or presentation, Core Know-How, Licensed Products allow each other party 30 Business Days from the provision of the relevant consent(s) (or Licensed Services such further time as that party may reasonably require) to seek such legal protection of the Project IP and/or material contained in the proposed public statement or publication as it considers necessary. No party may use the name or other indicia (including logos) of another party without the “Research”prior written consent of that other party. Subject to clause 8.5(b). In connection with a publication, the Parties parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release that any publication or availability of data or biological materials relating presentation with respect to the publication. Authorship of results of Research Project will be authored, and each party's project leaders and personnel involved in the Research Project will be determined acknowledged, in accordance with academic standards and custom. Proper acknowledgment will be made the Recommendations for the contributions Conduct, Reporting, Editing and Publication of each Party Scholarly Work in Medical Journals issued by the International Committee of Medical Journal Editors (December 2015). The parties will use best endeavours to publish the Research results within [insert] years of the Commencement Date. Thesis publication The parties acknowledges that where a researcher who is actively involved in the Research requires the results of the Research being to be published.
(b) For any public disclosure , in whole or in part, as part of Researchtheir thesis for the award of a doctorate, that the Party proposing results may be published on the following conditions: the candidate owns copyright in the thesis; the thesis may be distributed to the candidate's examiners, on a public disclosure (the “Publishing Party”) will provide a copy confidential basis; and copies of the proposed written thesis will be maintained only in the "restricted" section of the library of the educational institution of which the candidate is a student for such period as is reasonable to obtain protection of the Project IP and in accordance with the statutes and regulations of the educational institution. Return or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its destruction of Confidential Information or inventions that may be disclosed by Subject to clause 8.7(b), immediately on the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise written request of the Disclosing Party within such [***] ([***]) day periodor on the termination of this Agreement for any reason, whereupon (a) the Publishing Receiving Party shall delete must: cease the use of all references to such Confidential Information of or relating to the Disclosing Party; and (b) deliver to the Publishing Disclosing Party shall postpone all documents and other materials in its possession or control containing, recording or constituting that Confidential Information or, at the proposed publication or presentation for up to an additional [***] ([***]) days to afford option of the Reviewing Disclosing Party, or if applicabledestroy, and certify to the Publishing PartyDisclosing Party that it has destroyed, those documents and materials. The Receiving Party may retain one copy of any analyses, compilations, studies and other documents prepared by the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Receiving Party will not publish which may contain Confidential Information received from of or relating to the other Disclosing Party without such other Party’s prior written consent.for its own records and the Receiving Party must continue to treat the copy as Confidential Information subject to the terms of this Agreement. Termination
Appears in 1 contract
Samples: Collaboration Agreement
Publication. Gilead shall have the right to publish or present data and findings resulting from its Combination Product Development Activities and any Clinical Trials that it conducts or sponsors (aincluding any such information that relates to the Combination Product (or otherwise relates to the combined use of TMC278, FTC and TDF)), and Tibotec shall have the right to publish or present data and findings resulting from the TMC278 Product Development Activities conducted by, or on behalf of, Tibotec or its Affiliates, including the Ongoing TMC278 Studies, any other TMC278 Product Study, and any Clinical Trials that it conducts or sponsors (including any such information that relates to the Combination Product (or otherwise relates to the combined use of TMC278, FTC and TDF)) The Parties acknowledge that results (any of the Research may be published or otherwise publicly disclosedaforesaid data and findings, “Results”), subject to the terms hereofremainder of this Section 3.6. Without limiting Each Party shall provide to the foregoingother Party’s Alliance Manager for review copies of all academic, but subject scientific and medical publications and presentations with respect to Section 11.4(b) herein, each the Results that the Party reserves proposes to submit for publication or presentation during the term of this Agreement. The other Party shall have a right to publicly disclose the results of any research related to the Core Patentscomment [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Core Know-HowMARKED BY BRACKETS, Licensed Products or Licensed Services HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear b)(4) AND 230.406 on such matters as the public release publication or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Researchpresentation, provided that the Party proposing a public disclosure such publication or presentation shall be under no obligation to accept such comments and shall be free to publish or present, as the case may be. If requested by the reviewing Party, the publishing Party shall provide the Clinical Data supporting such proposed publication or presentation within three (3) Business Days of the “Publishing later of such request and the reviewing Party”’s receipt of the proposed publication or presentation. Written copies of each such proposed publication or presentation required to be provided for review shall be provided to the other Party’s Alliance Manager no later than twenty (20) will provide days before submission for publication or presentation, except that (i) in the case of an abstract, a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) abstract shall be provided as soon as reasonably practicable in advance of the submission of such abstract to the other a Third Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that which period may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] less than twenty ([***]20) day period, whereupon (adays) the Publishing Party shall delete all references to such Confidential Information and (bii) if the Publishing Party shall postpone the proposed deadline for submission of such publication or presentation for up to an additional [***] is less than twenty ([***]20) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without date of completion of that publication or presentation, copies will be provided as soon as reasonably practicable in advance of such other submission deadline. The Parties shall comply, in any publications made pursuant to this Section 3.6 during the term of this Agreement, with standard academic practice regarding authorship of scientific publications and recognition of contribution of parties. For the avoidance of doubt, nothing contained in this Section 3.6 shall alter or affect a Party’s prior written consentconfidentiality obligations pursuant to Section 15.
Appears in 1 contract
Samples: License and Collaboration Agreement (Gilead Sciences Inc)
Publication. (a) The Parties acknowledge LILLY agrees that it is customary in the industry to publish results obtained from clinical trials and other studies of the Research Product, and that ISIS may be published or otherwise publicly disclosedpublish such information obtained by ISIS in the performance of the Development Program, subject to the terms hereofprovisions of this Section 4.3. Without limiting the foregoing, but subject to Section 11.4(b*Confidential Treatment Requested
(b) Except as provided otherwise herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research parties will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party entitled to publish or present on the results of the Research being published.
(b) For any public disclosure of ResearchDevelopment Program, ISIS 3521 and the Party proposing a public disclosure (Product, provided that the “Publishing Party”) party seeking to publish will provide deliver to the other party for its review a copy of any proposed publication or an abstract of any oral presentation of clinical results at scientific meetings involving ISIS 3521, the proposed written Product, or oral publication (including manuscripts, abstracts and oral presentations) to the Proprietary Information of the other Party (the “Reviewing Party”) party, at least [***] ([***]) days prior to submission for of scientific publications and [*] with respect to abstracts of oral presentations. The reviewing party will have the absolute right to request that any of its Proprietary Information be deleted from such publication in order to allow or presentation, and the Reviewing Party an opportunity to protect its Confidential Information or inventions disclosing party will comply with that may be disclosed by the proposed public disclosurerequest. If the Reviewing Party determines disclosing party does not receive any feedback from the reviewing party within that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [**] period, respectively, the disclosing party will be free to proceed with the publication or presentation, with the following limitations:
(i) ISIS will be permitted to publish on matters relating to ISIS 3521 or Product during the term of this Agreement only upon the prior written approval of LILLY, which may be reasonably withheld by LILLY unless such publication is permitted to be made under any publication rights granted by ISIS to clinical investigators of the 3521 Product prior to the Effective Date.
(ii) LILLY will be permitted to publish on matters relating to any Manufacturing Technology or Manufacturing Technology Improvements during the term of this Agreement only upon the prior written approval of ISIS, which may be given at ISIS' sole discretion.
(c) The parties recognize that it may not be practical under all circumstances to comply with the [*] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information notice requirements for review of publications and abstracts as provided in subsection (b) above. Each party will reasonably review proposed publications and abstracts submitted by the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare other party as promptly as possible and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from unreasonably withhold its consent to such publications or presentations that have been submitted for review with less than the other Party without such other Party’s prior written consentrequired notice period.
Appears in 1 contract
Samples: Development and License Agreement (Isis Pharmaceuticals Inc)
Publication. (a) The Parties acknowledge Each Party to this Agreement recognizes that the publication of papers containing results of and other information regarding pre-commercialization of Products in the Research Field (except as provided hereinafter), including oral presentations and abstracts, may be published or otherwise publicly disclosed, beneficial to both Parties provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the terms hereofintent of the Parties to maintain the confidentiality of any Confidential Information included in any Patent Controlled by a Party until such Patent has been published. Without limiting Accordingly, the foregoing, but subject to Section 11.4(b) herein, each other Party reserves shall have the right and obligation to publicly disclose the results of review and approve any research related to the Core Patents, Core Know-How, Licensed Products paper proposed for publication or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide other public disclosure by the policies of journals in which the publications will appear on such matters as the other Party, including oral presentations and abstracts. Before either Party may submit any paper, oral presentation or abstract for publication or other public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Researchdisclosure, the Party proposing publication shall deliver a complete copy of such materials or proposed public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (prior to submitting the “Reviewing Party”) at least paper to a publisher or the date set for presentation. The other Party shall review any such paper and give its comments to the publishing Party within [...***...] (days of the delivery of such paper or proposed public disclosure to the other Party. With respect to oral presentation materials, the other Party shall make reasonable efforts to expedite review of such materials, and shall return such items as soon as practicable to the publishing Party with appropriate comments, if any, but in no event later than [...***]) ...] days prior from the date of delivery to submission for publication the other Party. With respect to abstracts, the other Party shall make reasonable efforts to expedite review of such abstracts, and shall return such items as soon as practicable to the publishing Party with appropriate comments, if any, but in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such no event later than [...***...] ([***]) day period, whereupon (a) days from the Publishing date of delivery to the other Party. The publishing Party shall comply with the other Party’s request to delete all references to such the non-publishing Party’s Confidential Information and (b) in any such paper, proposed public disclosure or other materials. Notwithstanding anything to the Publishing contrary in this Agreement, neither Party shall postpone have the proposed publication or presentation for up right to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish in any form any Confidential Information received from of the other Party without such other Party’s prior written consent.
Appears in 1 contract
Publication. (a) The Parties acknowledge Each Party to this Agreement recognizes that the publication of papers containing results of and other information regarding pre-commercialization of Products in the Research Field (except as provided hereinafter), including oral presentations and abstracts, may be published or otherwise publicly disclosed, beneficial to both Parties provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the terms hereofintent of the Parties to maintain the confidentiality of any Confidential Information included in any Patent Controlled by a Party until such Patent has been published. Without limiting Accordingly, the foregoing, but subject to Section 11.4(b) herein, each other Party reserves shall have the right and obligation to publicly disclose the results of review and approve any research related to the Core Patents, Core Know-How, Licensed Products paper proposed for publication or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide other public disclosure by the policies of journals in which the publications will appear on such matters as the other Party, including oral presentations and abstracts. Before either Party may submit any paper, oral presentation or abstract for publication or other public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Researchdisclosure, the Party proposing publication shall deliver a complete copy of such materials or proposed public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (prior to submitting the “Reviewing Party”) at least paper to a publisher or the date set for presentation. The other Party shall review any such paper and give its comments to the publishing Party within [***] ([***]) days prior to submission for publication in order to allow of the Reviewing Party an opportunity to protect its Confidential Information delivery of such paper or inventions that may be disclosed by the proposed public disclosuredisclosure to the other Party. If With respect to oral presentation materials, the Reviewing other Party determines that its Confidential Information or an invention would likely be disclosed by shall make reasonable efforts to expedite review of such materials, and shall return such items as soon as practicable to the proposed public disclosurepublishing Party with appropriate comments, it shall so advise the Disclosing Party within such if any, but in no event later than [***] ([***]) day perioddays from the date of delivery to the other Party. With respect to abstracts, whereupon (a) the Publishing other Party shall delete all references make reasonable efforts to expedite review of such Confidential Information abstracts, and (b) shall return such items as soon as practicable to the Publishing publishing Party shall postpone the proposed publication or presentation for up to an additional with appropriate comments, if any, but in no event later than [***] ([***]) days from the date of delivery to afford the Reviewing other Party, or if applicable, . The publishing Party shall comply with the Publishing other Party, ’s request to delete references to the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish non-publishing Party’s Confidential Information received from in any such paper, proposed public disclosure or other materials. Notwithstanding anything to the contrary in this Agreement, neither Party shall have the right to publish in any form any Confidential Information of the other Party without such other Party’s prior written consent.
Appears in 1 contract
Samples: License Agreement (BioLineRx Ltd.)
Publication. (a) The Parties acknowledge intend to publish or present the conduct and the outcomes of Clinical Trials and will use Commercially Reasonable Efforts to align such publication or presentation to the public. Each Party shall submit, through the JSC, for the other Party’s approval, such approval not to be unreasonably withheld, conditioned or delayed, copies of each proposed academic, scientific, medical and other publication or presentation that results of contains or refers to the Research may be published Hengrui Technology or otherwise publicly disclosed, subject relates to the terms hereof. Without limiting Licensed Antibodies, the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release any research or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) Development Activities under this Agreement to the other Party (the “Reviewing Party”) at least [***] ([***]) days in advance of submitting such proposed publication or presentation to a publisher or other Third Party. The other Party shall have the right to review and comment on each such proposed publication or presentation and the publishing Party shall consider any comments in good faith. The other Party shall have the right to remove any of its own Confidential Information prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed presentation by the proposed public disclosurepublishing Party. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing The publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone redact or otherwise modify the proposed publication or presentation for up to an additional remove any such Confidential Information of the other Party. If the non-publishing Party informs the publishing Party that a publication, in the non-publishing Party’s reasonable judgment, could be expected to have a material adverse effect on any patentable invention owned by or licensed, in whole or in part, to the non-publishing Party (other than pursuant to a license granted under this Agreement), or on any Know-How which is Confidential Information of the non-publishing Party, the publishing Party shall delay or prevent such publication as follows: (i) with respect to a patentable invention, such publication shall be delayed sufficiently long (not to exceed sixty (60) days) to permit the timely preparation and filing of a patent application; and (ii) with respect to [***] ([***]) days = Portions of this exhibit have been omitted pursuant to afford a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Reviewing Commission. Know-How which is Confidential Information of such non-publishing Party, or if applicable, such Know-How shall be deleted from the Publishing Party, the opportunity to prepare and file one or more patent applications with respect theretoPublication. In addition, a Party will not publish Confidential Information received from in the other Party without such event that the document includes data, information or material generated by the other Party’s prior written consentscientists, and professional standards for authorship would be consistent with including the other Party’s scientists as co-authors of the document, the names of such scientists will be included as co-authors.
Appears in 1 contract
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each If either Party reserves the right proposes to publicly disclose the present or publish in any publication or venue, in their respective Territories, any Clinical Trial data, non-clinical data or any associated results or conclusions generated by or on behalf of any research related Licensee pursuant to the Core PatentsClinical Trials (each such proposed presentation or publication, Core Know-How, Licensed Products or Licensed Services (the a “ResearchProposed Publication”), it shall obtain the other Party’s prior written consent and otherwise comply with this Section 10.5. In connection The proposing Party shall provide the other Party with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) such Proposed Publication at least [***] ([***]) days prior to the earlier of its presentation or intended submission for publication publication; provided that in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may case of abstracts, this period shall be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such at least [***] Days ([***]) day such applicable period, whereupon the “Review Period”). The proposing Party agrees that it will not submit or present any Proposed Publication (ai) until the Publishing other Party has provided written comments during such Review Period on the material in such Proposed Publication, or (ii) until the applicable Review Period (as may be extended by subsection (C) below) has elapsed without written comments from the other Party, in which case the proposing Party may proceed and the Proposed Publication will be considered approved in its entirety. If the proposing Party receives written comments from the other Party during the applicable Review Period, it shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for such Proposed Publication; provided that the proposing Party agrees to (A) delete all references to such any Confidential Information of the other Party that the other Party identifies for deletion in the other Party’s written comments, (B) delete any Clinical Trial data, non-clinical data, results, conclusions or other related information that is not specific to or resulting from any Clinical Trial conducted in the proposing Party’s territory, and (bC) the Publishing Party shall postpone the proposed publication or presentation delay such Proposed Publication for a period of up to an additional [***] ([***]) days after the end of the applicable Review Period to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from enable the other Party without to draft and file patents with respect to any subject matter to be made public in such Proposed Publication and to which the other Party has the applicable intellectual property rights to file such patents. The proposing Party shall provide the other Party a copy of the Proposed Publication at the time of the submission or presentation. The proposing Party shall require its Affiliates, (sub)licensees (in case that Duality is the proposing Party’s prior written consent), Sublicensees (in case that Licensee is the proposing Party) and contractors to comply with the obligations of this Section 10.5 as if they were the proposing Party, and shall be liable for their non-compliance.
Appears in 1 contract
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject Except for disclosures permitted pursuant to Section 11.4(b) herein11.1 and Section 11.2.2, each Party reserves the right if Pieris wishes to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products make a publication or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials presentation relating to the publication. Authorship Lead Product or Collaboration Product or if either Party wishes to make a publication or public presentation relating to any jointly carried out activity that contains the Confidential Information of the other Party or any results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure Development activities under this Agreement (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) deliver to the other Party (the “Reviewing Party”) a copy of the proposed written publication or presentation at least [***] ([***]) days prior to submission for publication or presentation. The Reviewing Party will have the right (a) to propose modifications to the publication or presentation for Patent reasons or trade secret reasons or to remove Confidential Information of the Reviewing Party or its Affiliates, and the Publishing Party will remove all Confidential Information of the other Party if requested by the reviewing Party and otherwise reflect such Party’s reasonable comments into consideration, or (b) to request a reasonable delay in publication or presentation in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepatentable information. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosurerequests a delay, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication will delay submission or presentation for up to an additional a period of [***] ([***]) days (or such shorter period as may be mutually agreed by the Parties) to afford enable the Reviewing Party, or if applicable, the Publishing Party, the opportunity Party to prepare and file one or more patent applications protecting such Party’s rights in such information. With respect to any proposed publications or disclosures by investigators or academic or non-profit collaborators, such materials will be subject to review under this Section 11.2.1 to the extent that AstraZeneca or Pieris, as the case may be, has the right and ability (after using commercially reasonable efforts to obtain such right and ability) to do so. Notwithstanding the foregoing, in no event will either Party make a publication regarding a Collaboration Product until the first patent application directed to the composition of matter of such Product has been filed. Further, neither Party will submit or publish any article or other publication to or with respect theretoany scientific journal or other publisher that requires, as a condition of publication, that the submitting Party agree to make available to the publisher or Third Parties any Product or other materials which are the subject of the publication. Except as set out above AstraZeneca shall control in its discretion all publications and public presentations relating to the Research, Development, Manufacture and Commercialization of the Products and Pieris shall not make any such publication or public presentation without the prior written consent of AstraZeneca provided that [***] for any Product AstraZeneca will provide to Pieris copies of all material publications that AstraZeneca proposes to make with regard to that Product. Such publications will be provided at least [***] ([***]) days prior to the intended date of publication. Following [***] for a Product AstraZeneca shall provide to Pieris copies of any publication it makes regarding a Product promptly after such publication has been made. In addition, Pieris shall have the right to publish data generated relating to [***] in the [***] Grant-Back Field but shall first provide to AstraZeneca a Party copy of any proposed publication or presentation relating to the [***] in the [***] Grant-Back Field at least [***] days prior to submission for publication or presentation. AstraZeneca shall have the right to propose modifications to the publication or presentation and Pieris will not publish Confidential Information received from consider all such proposed modifications in the other Party without publication or presentation in good faith. In addition, Pieris shall also provide to AstraZeneca copies of any patent application which Pieris proposes to file in relation to [***] in the [***] Grant-Back Field at least [***] ([***]) days prior to filing. AstraZeneca shall review such other Party’s prior written consentpatent applications and Pieris shall incorporate all reasonable comments made by AstraZeneca in relation to any such patent application.
Appears in 1 contract
Samples: License & Collaboration Agreement (Pieris Pharmaceuticals, Inc.)
Publication. (a) The Parties acknowledge that results of the Research may be published Each Party shall use reasonable efforts to publish or otherwise publicly disclosed, subject present scientific papers with respect to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined MSD Compound Study in accordance with academic standards and customaccepted scientific practice. Proper acknowledgment will be made for the contributions The Parties agree that, prior to submission of each Party to the results of the Research being published.
MSD Compound Study for publication or presentation or any other dissemination of such results (b) For any public disclosure of Researchincluding oral dissemination), the publishing Party proposing a public disclosure (shall invite the “Publishing Party”) will provide a copy other to comment on the content of the proposed written material to be published, presented, or oral publication (including manuscripts, abstracts and oral presentations) otherwise disseminated according to the other Party (the “Reviewing Party”) at following procedure:
12.2.1. At least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information of any paper, letter or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information any other publication, or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day perioddays prior to submission for presentation of any abstract, whereupon (a) poster, talk or any other presentation, the Publishing publishing Party shall delete all references provide to such Confidential Information and (b) the Publishing other Party shall postpone the full details of the proposed publication publication, presentation, or presentation dissemination in an electronic version as an email attachment. Upon written request from the other Party, the publishing Party agrees not to submit data for up to publication/presentation/dissemination for an additional [***] (days to allow for actions to be taken to preserve rights for patent protection. [***]) days to afford the Reviewing Party] = Certain confidential information contained in this document, or marked by brackets, is omitted because it is not material and would be competitively harmful if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect theretopublicly disclosed.
12.2.2. In addition, a The publishing Party will not publish Confidential Information received from shall reasonably consider any request by the other Party without such made within the periods set forth in Section 12.2.1 to modify the publication and the Parties shall work together to timely resolve any issue regarding the content for publication. Notwithstanding the foregoing, MSD Clinical Data shall be subject to final review and approval by MSD, not to be unreasonably withheld.
12.2.3. The publishing Party shall remove all Confidential Information of the other Party’s prior written consentParty before finalizing the publication.
Appears in 1 contract
Samples: Clinical Trial Collaboration and Supply Agreement (Evaxion Biotech a/S)
Publication. (a) The Parties Vir and Alnylam each acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals other Party’s interest in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to publishing the results of the Research being published.
Collaboration. Except to the extent required by Law or Alnylam’s obligations to Third Parties under its clinical trial agreements existing as of the Effective Date, (bi) For any [***], however, [***], (ii) neither Party shall publish Development results relating to ALN-HBV without the prior written consent of the other Party, and (iii) with respect to each ID Program, prior to exercise by Vir of its Program Option with respect to such ID Program, Vir shall not publish Development results resulting from the ID Program without the prior written consent of Alnylam. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting trade secret information. Consequently, except for disclosures permitted pursuant to Section 9.1, 9.2(b)(i), 9.2(b)(iii) or 9.2(b)(iv), either Party wishing to make a publication or public disclosure presentation of Research, Development results that contains the Confidential Information of the Disclosing Party proposing a public disclosure (shall deliver to the “Publishing Party”) will provide Disclosing Party a copy of the any proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) presentation of Development results at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepresentation. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the The Disclosing Party within such [***] shall have the right ([***]i) day period, whereupon (a) to propose modifications to the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up patent reasons, trade secret reasons or business reasons, which proposals the publishing Party shall consider in good faith, and (ii) to request a reasonable delay in publication or presentation in order to protect patentable information in accordance with Article VIII. Following the expiration of the applicable time period for review, the publishing Party shall be free to submit for publication or otherwise disclose to the public such results, subject to the procedures set forth in the remainder of this Section 9.2(a). If the Disclosing Party provides written notice to the publishing Party requesting a delay pursuant to clause (ii) in this Section 9.2(a), the publishing Party shall delay such submission or presentation for a period of an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity enable Alnylam to prepare and file one or more patent applications with respect theretoon the disclosed subject matter. In additionThe publishing Party shall thereafter be free to publish or disclose such information, a except that the publishing Party will may not publish disclose any Confidential Information received from of the other Disclosing Party without in violation of Section 9.1. With respect to any proposed publications or disclosures by clinical investigators or academic or non-profit collaborators, such other Party’s prior written consentmaterials shall be subject to review under this Section 9.2 to the extent that Vir or Alnylam, as the case may be, has the right and ability (after using Commercially Reasonable Efforts to obtain such right and ability) to do so.
Appears in 1 contract
Samples: Collaboration and License Agreement (Vir Biotechnology, Inc.)
Publication. (a) The Parties acknowledge that results of In the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure event Prothena (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to the results of the Licensed Program (including the results of a Phase 1 Clinical Trial under the Licensed Program), or with respect to the Licensed Target, any Licensed Antibody or Licensed Product, the Publishing Party shall provide Celgene with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] ([***]) days (provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) prior to its intended submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If For the Reviewing avoidance of doubt, the foregoing shall apply with respect to each proposed publication or presentation regardless of whether a prior publication or presentation was provided (e.g., if an abstract is provided in accordance with this Section 7.8.1 and the Publishing Party determines that its Confidential Information or an invention would likely wishes to publish the corresponding full manuscript, the full manuscript must be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such provided to Celgene [***] ([***]) day period, whereupon (a) Certain information in this document has been omitted and filed separately with the Publishing Party Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. pursuant to this Section 7.8.1). Celgene shall delete all references to such Confidential Information respond in writing promptly and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional in no event later than [***] ([***]) days after receipt of the proposed material (provided that the other Party shall use Commercially Reasonable Efforts to afford accommodate a shorter time period if notified by the Reviewing Party, or if applicable, Publishing Party and required due to circumstances outside of the Publishing Party’s control), the opportunity to prepare and file with one or more of the following:
(a) comments on the proposed material, which the Publishing Party shall consider in good faith; and/or
(b) a specific statement of concern, based upon the need to seek patent applications protection or to block publication or public disclosure (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if Celgene reasonably determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect the Licensed Target or any Licensed Antibody and/or Licensed Product, in which event the Publishing Party agrees not to submit such publication or make such presentation that contains such information until:
(i) with respect thereto. In additionto publication or presentation of Licensed Program Non-Specific IP, a Party will not publish Celgene is given [***], to seek patent protection for any such Licensed Program Non-Specific IP in such publication or presentation which it believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Licensed Program Specific IP, [***] for Celgene to (x) enable further development and optimization of such Licensed Program Specific IP (including related Licensed Antibodies and Licensed Products), (y) seek patent protection for any such Licensed Program Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of Celgene’s Confidential Information received from that is contained in the other material reviewed, which the Publishing Party shall remove, if requested by Celgene. Notwithstanding the foregoing or anything to the contrary contained herein, the restrictions set forth in this Section 7.8.1 shall not apply to publications or presentations by Celgene (or its Affiliates or sublicensees) and Celgene (and its Affiliates and sublicensees) shall be free to make publications and presentations with respect to results of the Licensed Program, the Licensed Target, Licensed Antibody and/or Licensed Product without such other Party’s the prior written consentreview or consent of Prothena.
Appears in 1 contract
Samples: Master Collaboration Agreement
Publication. Amgen will have the sole right to publish and make scientific presentations with respect to Products, and to issue press releases (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject except with respect to the terms hereof. Without limiting the foregoingof this Agreement, but subject which is governed by Section 12.2) or make other public disclosures regarding any such Products, and EnteraBio will not do so without Amgen’s prior written consent, except as required by Law; provided, however, that any publication or presentation to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for by Amgen that names EnteraBio will require the contributions prior written consent of each EnteraBio. The Party that is entitled hereunder to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing make a public disclosure publication or presentation (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) deliver to the other Party (the “Reviewing Non-Publishing Party”) at least [***] ([***]) days prior a copy of any proposed written publication or outline of presentation to be made by the Publishing Party in advance of submission for publication or presentation at least thirty (30) days in order to allow advance of submission (or, where a copy of such publication or presentation is not available at such time, a draft or outline of such publication or a description of such presentation), and the Reviewing Non-Publishing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by will have the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon right to: (a) the Publishing Party shall delete all references require a delay in submission of not more than sixty (60) days to such Confidential Information enable patent applications protecting any product; and (b) the Publishing Party shall postpone the prohibit disclosure of any of its Confidential Information in any such proposed publication or presentation. If there is any dispute between the Parties with regard to a proposed publication, presentation or other communication regarding this Agreement, such dispute shall be referred to the JRC for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect theretoresolution. In addition, a Each Party agrees that it will not publish Confidential Information received unreasonably withhold, condition or delay its consent to requests for (i) extensions of the above timelines in the event that material late-breaking clinical data becomes available or (ii) shortening of the above timelines if the requesting Party has a good faith belief that circumstances warrant such acceleration. The Parties acknowledge and agree that all publications and presentations pursuant to this Section 12.3 shall comply with the International Committee of Medical Journal Editors (ICMJE) Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals. Consistent with those guidelines, authorship will be based upon substantial contribution to the design, analysis, interpretation of data, drafting and/or critically revising any publication(s) derived from this Agreement, and authors must engage in the drafting of the publication or revise it critically for important intellectual content. Each party agrees to maintain evidence of its compliance with the ICMJE guidelines for authorship, and that it will provide such evidence to the other Party without such other Party’s prior written consentupon request. ______________ Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Entera Bio Ltd.)
Publication. (a) The Parties acknowledge and agree that scientific lead time is a key element of the value of the research to be performed under this Agreement. The Parties also acknowledge and agree that the ability to publish selected results of the Research may research to be published or otherwise publicly disclosed, subject to performed under this Agreement in the terms hereof. Without limiting course of the foregoing, but subject to Section 11.4(b) herein, each Party reserves Collaboration is essential for the right to publicly disclose recruitment and retention of scientific talent by the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”)Parties. In connection with a order to ensure that scientific publications are strictly monitored to prevent any adverse effect of premature publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating Executive Committee shall establish a procedure for publication review and approval and each Party shall first submit to the publication. Authorship Executive Committee an early draft of results of the Research will all such publications, whether they are to be determined presented orally or in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Researchwritten form, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] sixty ([***]60) days prior to submission for publication. The Executive Committee shall review each such proposed publication in order to allow avoid the Reviewing Party an opportunity to protect its unauthorized disclosure of any Confidential Information or and to preserve the patentability of inventions that may be disclosed by arising from the research performed in the course of the Collaboration. If, within thirty (30) days following receipt of an advance copy of a Party’s proposed public disclosure. If publication, the Reviewing Executive Committee informs such Party determines that its proposed publication contains the other Party’s Confidential Information or an invention would likely be disclosed by the proposed public disclosureInformation, it shall so advise the Disclosing Party within then such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and from its proposed publication. If, within thirty (b30) days following receipt of an advance copy of a Party’s proposed publication, the Publishing Executive Committee informs such Party that its proposed publication contains Collaboration Know-How, the publication of which could be expected to have a material adverse effect on any Collaboration Patent Rights or Collaboration Know-How, then such Party shall postpone at the election of the Executive Committee either (1) delete such Confidential Information from such Party’s proposed publication or presentation for up (2) delay such proposed publication sufficiently long to an additional [***] permit the timely preparation and filing of a patent application(s) on the information involved. If, within forty five ([***]45) days to afford the Reviewing following receipt of an advance copy of a Party, or if applicable’s proposed publication, the Publishing Party, the opportunity Executive Committee fails to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without approve of such other Party’s prior written consentproposed publication, then such proposed publication shall be regarded as denied by the Executive Committee and shall not be published.
Appears in 1 contract
Publication. (a) The Parties acknowledge It is anticipated that results all or part of the Research may Licensed Technology will be published or otherwise publicly disclosed, subject to presented by the terms hereofLicensor. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves Licensor shall have the right to publicly publish and disclose the results Licensed Technology in peer-reviewed journals, conferences, meetings or any other type of any research related to public forums for educational and academic purposes as is customary for such matters. [***] = Indicates confidential information omitted from the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being publishedexhibit.
(b) For any public disclosure The Parties will include appropriate individuals in the authorship of Researchand/or acknowledgment in scientific publications relating to the Licensed Technology , such as papers, articles, manuscripts, posters, abstracts and presentations (each a "Publication") in accordance with the generally accepted standards for authorship and acknowledgement including the Guidelines of the International Committee of Medical Journal Editors (ICMJE).
(c) The Party proposing a public disclosure (submitting the “Publishing Party”) Publication will provide the other Party with a copy of the proposed written or oral any draft Publication prior to submission for publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] business days ([***]abstracts and presentations) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such and at least [***] business days in advance ([***]all other Publications) day periodof such submission for review and comment. At the other Party’s request, whereupon (a) the Publishing submitting Party shall delete all references to such Confidential Information (1) remove any unpublished Know-How or Intellectual Property of the other Party as requested, but which removal does not destroy the scientific relevance of the Publication or result in the rejection of the Publication by the applicable journal and (b2) the Publishing Party shall postpone the proposed delay publication or presentation for up to an additional [***] ([***]) business days to afford permit the Reviewing filing of a patent application by the relevant Party with respect to any Intellectual Property disclosed in such draft Publication. The Parties also may agree of pre-approval of specified publications (particularly, abstracts and presentations) that would not require submission of the draft Publication to other Parties. Neither Party shall publish any Confidential Information of the other Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentapproval, which approval will not be unreasonably withheld.
Appears in 1 contract
Samples: Exclusive License and Commercialization Agreement (Therapeutics Acquisition Corp.)
Publication. (a) The Parties acknowledge Celltech and NeoGenesis shall not publish, in any form, the other Party's Confidential Information. However, *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 29 each Party acknowledges the importance of publication and that a Party may desire to publicize results of from the Research may be published or otherwise publicly disclosedCollaboration at seminars, subject to the terms hereofmeetings, conferences, and in peer reviewed journals. Without limiting the foregoing, but subject to Section 11.4(b) herein, each A Party reserves shall have the right to publicly disclose publish the results from the Research Collaboration, PROVIDED ALWAYS, that prior to submission for publication or presentation of any research related results based on the Research Collaboration, the publishing Party shall provide the other Party thirty (30) days to review and comment upon the Core Patentsmanuscript or other material for such publication. If requested in writing during the aforementioned review period of thirty (30) days, Core Know-Howby the reviewing Party, Licensed Products the publishing Party shall, at the sole discretion of the reviewing Party either, (i) delay publication for an additional ninety (90) days to allow for filing of a patent application; or Licensed Services (ii) preclude publication in the “Research”)event the reviewing Party believes the publication contains Confidential Information of such other party. In connection with a publicationsuch event of an objection to publication based upon Section 9.7(ii), the Parties agree publishing Party shall modify or delete the Confidential Information before the reviewing Party is obligated to abide by grant approval to publish the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the modified publication. Authorship If the reviewing Party does not request in writing that the publishing Party delay the publication under Section 9.7(i) or (ii) during the aforementioned review period of results of thirty (30) days, then the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each publishing Party to may publish the results of the Research being publishedCollaboration accordingly.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consent.
Appears in 1 contract
Samples: Research, License and Collaboration Agreement (Neogenesis Pharmaceuticals Inc)
Publication. The parties acknowledge their mutual interest in publishing the results of the parties’ efforts hereunder in order to obtain recognition within the scientific and investment communities and expect that data generated in the course of the Research Program may be published jointly. The parties further agree that clinical trial results regarding Products may be presented at appropriate scientific conferences in a timely fashion, consistent with Roche’s standard practices. Each party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information and, in particular, it is the intent of the parties to maintain the confidentiality of Confidential Information included in any patent application until such time as such patent application has been published. Accordingly:
(a) The Parties acknowledge that each party shall have the right to review and comment on any material proposed for disclosure or publication by the other party, such as by oral presentation, manuscript or abstract, which includes Confidential Information of the other party (excluding Confidential Information of both parties) and/or any results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.Program; and
(b) For Roche shall have the right to review and comment on any public material proposed for disclosure or publication by Metabasis, such as by oral presentation, manuscript or abstract, which includes any Confidential Information of Researchboth parties, Joint Technology and/or data directed to any Roche Nucleoside, Collaboration Compound or Product. Before any such material is submitted for publication, the Party party proposing publication shall deliver a public disclosure (the “Publishing Party”) will provide a complete copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) party at least [***] ([***]) days prior to submission for publication in order submitting the material to allow the Reviewing Party an opportunity to protect its Confidential Information a publisher or inventions that may be disclosed by the proposed public initiating any other disclosure. If Such other party shall review any such material and give its comments to the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party party proposing publication within such [***] ([***]) day period, whereupon (a) after the Publishing Party shall delete all references delivery of such material to such Confidential Information other party. With respect to oral presentation materials and (b) abstracts, such other party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the Publishing Party shall postpone the proposed party proposing publication or presentation for up to an additional with appropriate comments, if any, but in no event later than [***] from the date of delivery to the non-publishing party. The publishing party: ([***]a) days shall comply with the other party’s request to afford delete references to the Reviewing Partyother party’s Confidential Information in any such material; (b) where Metabasis is the publishing party and the proposed publication contains Confidential Information of both parties, Joint Technology and/or data directed to any Roche Nucleoside, Collaboration Compound or Product, Metabasis shall delete any such Confidential Information of both parties, Joint Technology and/or data directed to any Roche Nucleoside Collaboration Compound, or if applicableProduct at Roche’s request; and (c) agrees to delay any submission for publication or other public disclosure for the purpose of preparing and filing appropriate patent applications. Notwithstanding the above, but subject to Sections 7.3(d) and 7.3(e), any data and information related to Toxicology Studies conducted during the Publishing Party, Research Program shall not be disclosed by Metabasis without the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentconsent of Roche. Subject to Section 7.5, any data and information related to Licensed Product that is generated after the Term of the Research Program shall be solely owned by Roche and shall not be disclosed by Metabasis without the prior written consent of Roche.
Appears in 1 contract
Samples: Collaboration and License Agreement (Metabasis Therapeutics Inc)
Publication. (a) The Parties acknowledge that results Subject to the terms of this Agreement, Publisher shall, at no charge to the Research may be published Spinco Parties, their Subscribers, Other Service Providers or otherwise publicly disclosedthe Subscribers of Other Service Providers, subject to Section 3.11, (i) Publish White Pages covering, in the terms hereof. Without limiting aggregate, the foregoingService Areas, but subject to Section 11.4(b(ii) hereinPublish Primary Listings in the applicable White Pages, each Party reserves the right to publicly disclose the results of any research related (iii) to the Core Patentsextent it is a Legal Requirement, Core KnowPublish a Courtesy Classified Listing in the applicable Yellow Pages for each business Subscriber (unless such Subscriber has indicated to Publisher or any Spinco Party that it does not want such Courtesy Classified Listing to be Published), (iv) co-Howmingle in the White Pages of such Primary Directories on a non-discriminatory basis the Spinco Subscriber List Information with the Other Subscriber List Information and (v) comply with any and all Subscriber-requested restrictions (e.g., Licensed Products unlisted number requests) that are designated in the Subscriber List Information or Licensed Services (the “Research”). In connection otherwise designated to Publisher and are consistent with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being publishedPublisher's policies.
(b) For In discharging its obligations under this Agreement, Publisher, subject to Article VIII, shall not take any public disclosure action that shall cause any Spinco Party or Publisher to be in violation of Researchany Legal Requirement, whether in effect now or in the future.
(c) Without limiting the provisions of Section 3.1(b), Publisher shall ensure that (i) the appearance (including font and size) and integration of all Subscriber List Information occurs in a non-discriminatory manner and (ii) the Other Subscriber List Information is included in the Primary Directories using the same methods and procedures, and under the same terms and conditions, as those with respect to the Spinco Subscriber List Information.
(d) Publisher shall not propose, solicit or otherwise encourage any Additional Legal Requirement in any Service Area that would reasonably be expected to result in any Net Regulatory Cost Increase or any cost to Spinco without the advance approval of Spinco. If Spinco is notified that any applicable Governmental Entity proposes any Additional Legal Requirement that Spinco reasonably expects would result in any Net Regulatory Cost Increase, then Spinco will involve and solicit advice from Publisher regarding how to respond to any such proposal.
(e) Each of Publisher and Spinco shall promptly notify the other of, and shall at such Party's request cooperate with such Party with respect to, any inquiry, investigation, formal or informal complaint, lawsuit or docket relating to the matters covered by this Agreement begun or threatened by any Governmental Entity with jurisdiction over such Party. Publisher shall cooperate with Spinco with respect to any legal efforts to change legislation or regulations in an effort to minimize directory publication costs. As between the Parties, Spinco shall have sole responsibility for all discussions, communications and other interactions with Governmental Entities with respect to existing or prospective Legal Requirements; provided, that Publisher may have any such discussions, communications or interactions if it provides Spinco reasonable prior notice and the right to participate in each of any such discussions, communications or interactions and, in the case of written correspondence, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy right to receive and review in advance copies thereof; and provided, further, that Spinco shall reasonably consult with Publisher on any such discussions, communications or interactions which relate to Publisher's fulfillment of the proposed written Publishing Obligation. In any discussions, communications or oral publication interactions with Governmental Entities, each of the Spinco Parties and Publisher shall make it clear that it does not represent, or otherwise have authority to speak for or bind, the other Party.
(including manuscriptsf) For the avoidance of doubt, abstracts and oral presentations) it is understood that no Party shall have any liability to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior for any failure to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information involve, solicit advice from or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications consult with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without as required by this Section 3.1 unless and only to the extent the other Party demonstrates it has been prejudiced by such other Party’s prior written consentfailure.
Appears in 1 contract
Samples: Distribution Agreement (Fairpoint Communications Inc)
Publication. (a) The Parties acknowledge that results Each of EPIX and CFFT reserves the right to publish or publicly present the data generated during the performance of, or as a result of, the Research may be published or otherwise publicly disclosedProject (the “Results”), subject to the following terms hereofand conditions. Without limiting The Party proposing to publish or publicly present the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services Results (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Partypublishing party”) will provide submit a copy draft of the any proposed written manuscript or oral publication (including manuscripts, abstracts and oral presentations) speech to the other Party (the “Reviewing Partynon-publishing party”) for comments at least [***] sixty ([***]60) days prior to submission for publication or oral presentation. The non-publishing party shall notify the publishing party in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party writing within thirty (30) days of receipt of such [***] ([***]) day period, whereupon draft whether such draft contains (a) information of the Publishing Party shall delete all references non-publishing party which it considers to such be Confidential Information and under the provisions of Article V hereof, (b) information that if published would have an adverse effect on a patent application which the Publishing non-publishing party intends to file, or (c) information which the non-publishing party reasonably believes would be likely to have a material adverse impact on the development or commercialization of a Product. In any such notification, the non-publishing party shall indicate with specificity its suggestions regarding the manner and degree to which the publishing party may disclose such information. In the case of item (a) above, no Party shall postpone publish the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from of the other Party without the prior written consent of such other PartyParty in violation of Article V of this Agreement. In the case of item (b) above, the non-publishing party may request a delay and the publishing party shall delay such publication, for a period not exceeding an additional ninety (90) days, to permit the timely preparation and filing of a patent application or an application for a certificate of invention on the information involved. In the case of item (c) above, if the publishing party shall disagree with the non-publishing party’s prior written assessment of the impact of the publication, then the issue shall be referred to the JSC. In no event, however, shall any publication be made by CFFT without EPIX’ consent. The Parties agree that authorship of any publication will be determined based on the customary standards then being applied in the relevant scientific journal and that JRC members and consultants may be designated as authors if it is appropriate under the circumstances. Notwithstanding the foregoing, (a) EPIX intends to advance the body of general scientific knowledge of cystic fibrosis and its potential therapies and cures, all in a manner consistent with its general scientific and commercial objectives in entering into the collaboration with CFFT to which this Agreement relates, (b) EPIX shall after the Effective Date publish the 3D structure of in accordance with the March 7, 2005 agreement between the Parties, and (c) EPIX intends to publish the results of the Research Project in a major scientific peer-reviewed. EPIX shall acknowledge the financial support of CFFT in all publications referencing the Research Project. In furtherance of the foregoing, EPIX may, in its sole discretion, make available to academic Third Parties for non-commercial research purposes tangible research materials or resources developed during the Research Project, excluding, without limitation, EDCs, Back Up Compounds, and Clinical Candidates. Such materials and resources shall be provided, if at all, on an “at cost” basis, that may be waived at EPIX discretion, pursuant to the terms of material transfer agreements between EPIX and the academic Third Parties, which agreements shall contain customary terms and conditions.
Appears in 1 contract
Samples: Research, Development and Commercialization Agreement (EPIX Pharmaceuticals, Inc.)
Publication. (a) The Parties acknowledge that results shall publish the Results of the Research may be published Phase 2 Clinical Trial at the earliest opportunity that is consistent with the protection of the confidentiality of Development Plan Technology. Cxxxxx reserves the first right to publish or otherwise publicly disclosedpresent the data generated during the performance of, or as a result of, the Development Plan (the “Results”), subject to the following terms hereofand conditions. Without limiting To the foregoingextent Cxxxxx decides not to publish or publicly present the Results, but subject Cxxxxx shall in its sole discretion allow CFF to Section 11.4(b) herein, each Party reserves the right to publish or publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on present such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined Results in accordance with academic standards this Article VI, and custom. Proper acknowledgment such consent will be made for binding if, and only if, provided in writing in accordance with the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the notice provisions contained herein. The Party proposing a public disclosure to publish or publicly present the Results (the “Publishing Party”) will provide submit a copy draft of the any proposed written manuscript, speech, poster or oral publication (including manuscripts, abstracts and oral presentations) other disclosure to the other Party (the “Reviewing Non-Publishing Party”) for comments at least [***] sixty ([***]60) days prior to submission for publication or oral presentation. The Non-Publishing Party shall notify the Publishing Party in order to allow the Reviewing Party an opportunity to protect writing within thirty (30) days of receipt of such draft with its Confidential Information or inventions that may comments, which shall be disclosed reasonably incorporated by the proposed public disclosurePublishing Party. If The comments of the Reviewing Non-Publishing Party determines that its Confidential Information or an invention would likely shall include but not be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within limited to whether such [***] ([***]) day period, whereupon draft contains (a) information of the Non-Publishing Party which it considers to be Confidential Information under the provisions of Article V hereof, (b) information that if published would have an adverse effect on a Patent which the Non-Publishing Party intends to file or has filed, or (c) information, including but not limited to chemical structures of a Product, which the Non-Publishing Party reasonably believes would be likely to have a material adverse impact on the development or commercialization of a Product. In any such notification, the Non-Publishing Party shall indicate with specificity its suggestions regarding the manner and degree to which the Publishing Party may disclose such information. In the case of item (a) above, no Party shall publish the Confidential Information of the other Party without the prior written consent of such other Party in violation of Article V of this Agreement. In the case of item (b) above, the Non-Publishing Party may request a delay and the Publishing Party shall delete all references delay such publication, for a period not exceeding an additional ninety (90) days, to such Confidential Information permit the timely preparation and filing of a patent application or an application for a certificate of invention on the information involved. In the case of item (bc) above, if the Publishing Party shall postpone disagree with the proposed publication or presentation for up Non-Publishing Party’s assessment of the impact of the publication, then the issue shall be referred to an additional [***] the Program Coordinator of each Party who shall attempt in good faith to reach a fair and equitable resolution of this disagreement. If the disagreement is not resolved in this manner within fourteen ([***]14) days of referral to afford the Reviewing Partyrespective Program Coordinators, or if applicablethen the decision of publication shall be subject to the Dispute Resolution provisions at Section 11.2, subject always to the Publishing Party, confidentiality provisions of Article V hereof. The Parties agree that authorship of any publication will be determined based on the opportunity to prepare and file one or more patent applications with respect theretocustomary standards then being applied in the relevant scientific journal. In addition, a Party will not publish Confidential Information received from Cxxxxx shall acknowledge the other Party without such other Party’s prior written consentfinancial support of CFF in all Development Plan publications.
Appears in 1 contract
Samples: Cystic Fibrosis Program Related Investment Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Publication. (a) The Parties acknowledge It is anticipated that results all or part of the Research may Licensed Technology will be published or otherwise publicly disclosed, subject to presented by the terms hereofLicensor. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves Licensor shall have the right to publicly publish and disclose the results Licensed Technology in peer-reviewed journals, conferences, meetings or any other type of any research related to public forums for educational and academic purposes as is customary for such matters. [***] = Indicates confidential information omitted from the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being publishedexhibit.
(b) For any public disclosure The Parties will include appropriate individuals in the authorship of Researchand/or acknowledgment in scientific publications relating to the Licensed Technology , the Party proposing such as papers, articles, manuscripts, posters, abstracts and presentations (each a public disclosure (the “Publishing PartyPublication”) in accordance with the generally accepted standards for authorship and acknowledgement including the Guidelines of the International Committee of Medical Journal Editors (ICMJE).
(c) The Party submitting the Publication will provide the other Party with a copy of the proposed written or oral any draft Publication prior to submission for publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] business days ([***]abstracts and presentations) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such and at least [***] business days in advance ([***]all other Publications) day periodof such submission for review and comment. At the other Party’s request, whereupon (a) the Publishing submitting Party shall delete all references to such Confidential Information (1) remove any unpublished Know-How or Intellectual Property of the other Party as requested, but which removal does not destroy the scientific relevance of the Publication or result in the rejection of the Publication by the applicable journal and (b2) the Publishing Party shall postpone the proposed delay publication or presentation for up to an additional [***] ([***]) business days to afford permit the Reviewing filing of a patent application by the relevant Party with respect to any Intellectual Property disclosed in such draft Publication. The Parties also may agree of pre-approval of specified publications (particularly, abstracts and presentations) that would not require submission of the draft Publication to other Parties. Neither Party shall publish any Confidential Information of the other Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentapproval, which approval will not be unreasonably withheld.
Appears in 1 contract
Samples: Exclusive License and Commercialization Agreement (Therapeutics Acquisition Corp.)
Publication. (a) The Parties acknowledge that results of the Research may Publication strategy shall be published or otherwise publicly disclosedmanaged by Dermavant, subject to the terms hereof. Without limiting the foregoingand reviewed and commented by Portola, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose considering Dermavant’s and Portola’s interest in publishing the results of any research related in order to obtain recognition within the Core Patents, Core Know-How, Licensed Products or Licensed Services (scientific community and to advance the “Research”). In connection with a publicationstate of scientific knowledge, the Parties agree need to abide by protect Confidential Information and the policies of journals Parties’ mutual interest in which the publications will appear on such matters as the public release obtaining valid patent protection, and protecting reasonable business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Sections 10.2 and 10.3, either Party or availability of data its Affiliates, or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(bits or their employee(s) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”or consultant(s) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) shall deliver to the other Party (for review and comment a copy of any proposed publication or presentation that discloses any data, results and other information generated from the “Reviewing Party”) Development and Commercialization of the Licensed Compound and Products under this Agreement at least [***] (prior to its intended submission for publication. The Party [***]) days prior to submission for ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. seeking publication shall consider in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed good faith any comments thereto provided by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing other Party within such [***] ([***]) day periodperiod and shall agree to hold a teleconference with the other Party, whereupon (a) upon the Publishing other Party’s request, to explain and discuss any comments the Party declines to incorporate. The Party seeking publication shall delete also comply with the other Party’s request to remove any and all references to of such other Party’s Confidential Information and (b) the Publishing Party shall postpone from the proposed publication. In addition, the Party seeking publication or presentation shall delay the submission for a period up to an additional [***] ([***]) days to afford in the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from event that the other Party without can demonstrate reasonable need for such delay, including the preparation and filing of a patent application. The Party seeking publication shall provide the other Party’s prior written consentParty a copy of the manuscript at the time of the submission. Each Party agrees to acknowledge the contributions of the other Party and its employees in all publications as scientifically appropriate.
Appears in 1 contract
Publication. (a) The Parties acknowledge Each Party recognizes that the publication of papers regarding results of research and clinical studies and other information regarding the Research Compound and/or the Product, including oral presentations and abstracts, may be published or otherwise publicly disclosed, subject beneficial to the terms hereofboth Parties. Without limiting Notwithstanding the foregoing, but subject to Section 11.4(b) hereinOno shall submit copies of each proposed academic, each Party reserves the right to publicly disclose the results of any research related scientific, medical and other publication or presentation that contains or refers to the Core PatentsLicensed Technology, Core Know-How, New Licensed Products or Licensed Services (the “Research”). In connection with a publicationTechnology, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release Ono Technology or availability of data or biological materials relating otherwise relates to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party Compounds or Product to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) Onyx at least [***] ([***]) days prior [*] in advance of submitting such proposed publication or presentation to submission for publication a publisher or other Third Party in order to allow the Reviewing Party an opportunity to reasonably control and protect its Confidential Information and to otherwise provide approve such publication. Onyx shall make reasonable efforts to expedite review of such proposed publication or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosurepresentation and shall return such items as soon as practicable to Ono with appropriate comments, it shall so advise the Disclosing Party within such if any, but in no event later than [***] ([***]) day period, whereupon (a) [*] from the Publishing Party receipt of proposed publication or presentation by Onyx. Ono shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone redact or otherwise modify the proposed publication or presentation to remove any such Confidential Information of Onyx and as otherwise necessary to be responsive to any comments provided by Onyx. Without limitation of the foregoing, Ono also agrees to delay any submission for up to an publication or other public disclosure for a period of at least additional [***] ([***]) days to afford [*] for the Reviewing Party, or if applicable, purpose of allowing the Publishing Party, the opportunity to prepare preparation and file one or more filing of appropriate patent applications with respect theretoapplications. In addition, in the event that the document includes data, information, or material generated by Onyx’s scientists, and professional standards for authorship would be consistent with including Onyx’s scientists as co-authors of the document, the names of such scientists will be included as co-authors. For clarity, in the event that Onyx proposes any publication that contains references to an Ono Invention (which is not covered or claimed by a Party will not publish Confidential Information received from Patent that has been [*] to Onyx), then this provision shall apply mutatis mutandis, substituting references to “Ono” with references to “Onyx” and vice versa. It is also agreed by Onyx that Onyx shall, to the other Party without extent practicable in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. advance of a given publication, provide Ono with a copy of such other Party’s prior written consentpublication, with respect to the Compound or the Product, made by or on behalf of Onyx.
Appears in 1 contract
Publication. (a) The Parties acknowledge that results of All proposed publications pertaining to the Research may Parties’ activities related to the Atreca Antibodies will be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the other Party’s right to publicly disclose review the results publication to identify and request removal of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”)Confidential Information and request delay for patent filing purposes. In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the The Party proposing a public disclosure to publish any such publication (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) with a copy of any such publication at least [***] ([***]) days prior to submission for publication in order to allow the publication. The Reviewing Party an opportunity to protect will review the proposed publication and notify the Publishing Party (where email is sufficient) if it determines that such publication (a) contains any of its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If (b) contains any information regarding an invention for which the Reviewing Party determines that its desires to seek patent protection. In the event of (a), the Publishing Party will promptly remove any such Confidential Information or an invention would likely be disclosed by prior to publication. In the proposed public disclosureevent of (b), it shall so advise the Disclosing Publishing Party within such will delay publication for [***] days ([***]) day period, whereupon (a) the Publishing Party shall delete all references to or such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford shorter period if agreed by the Reviewing Party, or if applicable, ) to permit the Publishing Party, the opportunity to prepare and file one or more filing of patent applications by the Reviewing Party. All publications will be made under “open access” terms and conditions consistent with respect theretothe Foundation’s Open Access Policy, currently available at xxxxx://xxx.xxxxxxxxxxxxxxx.xxx/How-We-Work/General-Information/Open-Access-Policy, which may be modified from time to time. In addition, The Gates MRI recognizes that Atreca has invested significant time under Foundation funded work streams to generate the Atreca Antibodies. The Gates MRI will make a Party will not publish Confidential Information received from good faith effort to include all interested Atreca authors in any publications pursued by the other Party without such other Party’s prior written consentGates MRI related to work with the Atreca Antibodies under the Existing Agreements.
Appears in 1 contract
Samples: License Agreement (Atreca, Inc.)
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject Subject to Section 11.4(b) herein13.1.4, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (capacity the “Publishing Party”) agrees that, except as required by applicable Laws, it shall not publish or present, or permit to be published or presented, any results of the Development, use or Commercialization of the Licensed Product, including studies relating to medical affairs activities with respect to the Licensed Product (“Covered Results”), to the extent such results refer to the other Party’s (the “Non-Publishing Party”) Confidential Information, (a) without the prior review by and written approval of UGNX if Mereo is the Publishing Party (which approval shall not be unreasonably withheld, conditioned or delayed), or (b) without the prior review and written approval by Mereo (which approval shall not be unreasonably withheld, conditioned or delayed) if UGNX is the Publishing Party, in accordance with the following:
13.3.1 The Publishing Party shall submit to the other any proposed academic, scientific and medical publication or public presentation that contains Covered Results or otherwise contains the Non-Publishing Party’s Confidential Information.
13.3.2 Such review will provide a copy be conducted for the purposes of preserving the value of the Covered Results and determining whether any portion of the proposed written publication or oral presentation containing the Non-Publishing Party’s Confidential Information (other than Covered Results) should be modified or deleted. Written copies of such proposed publication (including manuscripts, abstracts and oral presentations) or presentation required to be submitted hereunder shall be submitted to the other Non-Publishing Party (the “Reviewing Party”) at least no later than [***] ([***]) days prior to before submission for publication in order or presentation (the “Review Period”). The Non-Publishing Party shall provide its written comments with respect to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party such publications and presentations within such [***] ([***]) day periodafter its receipt of such written copy, whereupon (a) and the Publishing Party shall delete all references to such any Confidential Information and (b) of the Non-Publishing Party shall postpone the proposed publication or presentation upon request. The Review Period may be extended for up to an additional [***] (in the event the non-publishing Party can, within [***]) days ] of receipt of the written copy, demonstrate in writing reasonable need for such extension, including for the preparation and filing of patent applications.
13.3.3 Notwithstanding anything to afford the Reviewing Partycontrary in Section 13.3, neither Party shall publish or if applicable, the Publishing Party, the opportunity present any Covered Results without providing prior written notice to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such and reasonably considering the other Party’s prior written consentcomments thereon (to the extent provided in accordance with this Section 13.3), and to the extent a Reviewing Party has made contribution to the generation of Covered Results, it shall have the right to co-author or otherwise join the Publishing Party in such publication or presentation. The Parties will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publication under this Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (Mereo Biopharma Group PLC)
Publication. Except for disclosures permitted in accordance with Section 11.1.3 (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosedPermitted Disclosures), subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves Takeda will have the right to publicly disclose review and approve any publication or public presentation relating to any Product that Arrowhead or its Affiliates wishes to issue, and, in any event, either Party wishing to make a publication or public presentation that contains the results Confidential Information of the other Party or any research related Arrowhead Know-How will deliver to the Core Patents, Core Know-How, Licensed Products or Licensed Services (other Party and the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide JSC a copy of the proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) presentation at least [***] ([***]) days prior to submission for publication or presentation. The reviewing Party, through the JSC, will have the right to (a) propose modifications to the publication or presentation for patent reasons or trade secret reasons or to remove Confidential Information of the reviewing Party or its Affiliates, and the publishing Party will remove all Confidential Information of the reviewing Party if requested by the reviewing Party and otherwise use good faith efforts to reflect such Party’s reasonable comments, or (b) request a reasonable delay in publication or presentation in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepatentable information. If the Reviewing reviewing Party determines that its Confidential Information requests a delay to enable the reviewing Party to file patent applications as permitted under Article 14 (Intellectual Property) protecting such Party’s right in such information, then the publishing Party will delay such submission or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such presentation for a period of [***] ([***]or such shorter period as may be agreed by the Parties). With respect to any proposed publications or disclosures by investigators or academic or non‑profit collaborators, such materials will be subject to review under this Section 11.2 (Publication and Publicity) day periodto the extent that Arrowhead or Takeda, whereupon as the case may be, has the right and ability to do so (aafter using reasonable efforts to obtain such right and ability). Notwithstanding any provision to the contrary set forth in this Agreement, and subject to Arrowhead’s right to review publications set forth in this Section 11.2.1 (Publication), Takeda may, in its sole discretion, publish results of all Clinical Trials and other Development activities conducted with respect to a Product, and Arrowhead will have no such right to publish on such matters unless approved in advance, in writing, by Takeda. All publications relating to any Product will be prepared, presented, and published in accordance with pharmaceutical industry accepted guidelines including: (i) the Publishing Party shall delete all references International Committee of Medical Journal Editors (ICMJE) guidelines, (ii) Uniform Requirements for Manuscripts Submitted to such Confidential Information Biomedical Journals: Writing and Editing for Biomedical Publication, (iii) Pharmaceutical Research and Manufacturers of America (PhRMA) guidelines, and (biv) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentPrinciples on Conduct of Clinical Trials.
Appears in 1 contract
Samples: Exclusive License and Co Funding Agreement (Arrowhead Pharmaceuticals, Inc.)
Publication. (a) The Parties acknowledge agree that results the publication rights set forth in the Underlying Agreements will continue to apply to the Parties in accordance with the terms of the Research may be published relevant Underlying Agreement and that such publication rights shall extend to all applicable Alliance Benefits provided pursuant to this Agreement in connection with such Services, Projects or otherwise publicly disclosedother Execution Copy activities agreed in such Underlying Agreements. Except for disclosures permitted in accordance with Section 8.2, subject either Party wishing to make a publication or public presentation that contains the terms hereof. Without limiting Confidential Information of the foregoing, but subject to Section 11.4(b) herein, each other Party reserves the right to publicly disclose the or any results of any research related Services, Project or Research Plan under this Agreement will deliver to the Core Patents, Core Know-How, Licensed Products or Licensed Services (other Party and the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide Joint Steering Committee a copy of the proposed written publication or oral publication presentation in accordance with the terms of the relevant Underlying Agreement and shall be entitled to make publications subject to the terms and conditions of the applicable Underlying Agreement.
(b) Notwithstanding anything in this Agreement (including, without limitation, Section 8.4(a)) or any Underlying Agreement to the contrary, and in addition to its rights under Section 8.2(e), Company shall have the right to disclose Confidential Information of Moffitt and its Affiliates and any results of the Services, Project or Research Plan under this Agreement or any Underlying Agreement in connection with (i) the filing of a registration statement (including manuscriptsthe prospectus incorporated therein) under the Securities Act of 1933, abstracts and oral presentationsas amended, covering any of Company’s securities, (ii) the listing of any of Company’s securities on any national securities exchange or trading system or (iii) marketing, selling, offering to the other Party (the “Reviewing Party”) sell, or soliciting an offer to buy any security of Company, provided that prior to disclosing Confidential Information of Moffitt or any of its Affiliates, Company shall deliver to Moffitt CCRI at least [***] ([***]) days [***] prior to submission for publication in order to allow such disclosure a copy of the Reviewing Party an opportunity to protect its Confidential Information relevant document (or inventions that may be disclosed by the proposed public portion thereof) incorporating such disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such Within [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone [***] of its receipt from Company of the proposed disclosure, Moffitt CCRI shall have the right to (i) propose modifications to the publication or presentation for up patent reasons, trade secret reasons, or to an additional remove Confidential Information of Moffitt or its Affiliates, and Company will remove all Confidential Information of Moffitt if reasonably requested by Moffitt CCRI and otherwise use good faith efforts to reflect Moffitt CCRI’ s reasonable comments or (ii) request a reasonable delay in publication or presentation in order to protect patentable information. If Moffitt CCRI requests a reasonable delay of disclosure to enable Moffitt or its Affiliates to file patent applications protecting such party’s right in such information, then Company will delay such disclosure for a period of [***] ([***]) days to afford [***] (or such shorter period as may be mutually agreed by the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentParties).
Appears in 1 contract
Samples: Life Science Alliance Agreement (Turnstone Biologics Corp.)
Publication. The Parties agree to collaborate on the publication of Research Results from the work described in Exhibit A, as described in this Section.
(a) The Parties acknowledge that results Primary Scientist shall be responsible for the initial publication and dissemination of Research Results from the work described in Exhibit A. The Provider Scientist, Primary Scientist and employees and students engaged in work under this Agreement are free to present the Research may be published Results at symposia or otherwise publicly disclosedprofessional meetings, subject and to the terms hereof. Without limiting the foregoing, but subject publish such results (a presentation or publication is referred to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the herein as a “ResearchPublication”). In connection with Each Party shall provide a copy of a proposed Publication to the other Party for review and comment prior to publication. Submission of a proposed Publication shall be delayed for a time period not to exceed sixty (60) days in order to complete the review and discussion of any comments provided by the other Party.
(b) Each Party’s review of Publications prepared by the other Party shall include (without limitation) whether the publication or presentation contains any Confidential Information or patentable material before submission of a patent application. If the reviewing Party believes that patentable subject matter is disclosed in the manuscript or presentation and so notifies the publishing Party in writing within the sixty-day review period, the Parties agree Publication will be withheld for a reasonable period of time (but not to abide exceed sixty (60) days) until all applicable patent filings are completed.
(c) Each party shall use reasonable efforts to provide review and approval more promptly than the full period of review permitted hereunder, if requested by the policies submitting party.
(d) Qualification of journals authorship or contributorship in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will all events shall be determined in accordance with academic standards the “Uniform Requirements for Manuscripts Submitted to Biomedical Journals,” published by the International Committee of Medical Journal Editors (ICMJE). All research reports and custom. Proper acknowledgment will be made for Publications authored by either Party shall acknowledge the contributions respective contribution of each the other Party to the results of the Research being publishedresearch described in such reports or Publications.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consent.
Appears in 1 contract
Samples: Material/Data Transfer Agreement
Publication. (a) The Parties acknowledge that are encouraged to make publicly available the results of their research and development activities, and IC will use reasonable efforts to make publicly available the results of the Clinical Trial, including the relevant Summary Data, as soon as practicable without compromising any right of publication by IC or its Clinical Research may be Sites; it being understood that any presentations at scientific meetings and published or otherwise publicly disclosedabstracts, subject as well as any media coverage based thereon, will not compromise any such rights of publication. The IC and/or the Clinical Investigators will endeavor to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose present the results of any research related the Clinical Trial, including the relevant Summary Data, at the earliest upcoming scientific meeting. Subject to approval (not to be unreasonably withheld) by the Core PatentsSteering Committee pursuant to this Section 8.7, Core KnowCollaborator will be able to disclose such results that are presented at the above-Howreferenced scientific meeting or thereafter covered by the media in its own press release or other public disclosure. Before either Party submits a paper or abstract for publication that includes, Licensed Products or Licensed Services (otherwise intends to publicly disclose, such as in a press release, CRADA Data or information about CRADA Data or a CRADA Subject Invention that has not been previously published or publicly disclosed as approved by the “Research”). In connection with a publicationSteering Committee pursuant to this Paragraph 8.7, the Parties agree other Party will have thirty (30) days to abide by review the policies of journals proposed manuscript or other disclosure (except that the other Party will have seven (7) days to review any proposed oral presentation, abstract or press release) to assure that Confidential Information is protected. Either Party may request in which writing that the proposed publication or other disclosure be delayed for up to sixty (60) additional days as necessary to file a Patent Application. Collaborator understands and agrees that all proposed publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party disclosures related to the results of the Research Clinical Trial, including press releases, must be reviewed and approved (not to be unreasonably withheld) by the Steering Committee before being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior to submission submitted for publication in order to allow or disclosed; provided that the Reviewing Party an opportunity to protect its Confidential Information or inventions that may review process will be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentconducted as promptly as is practicable.
Appears in 1 contract
Samples: Cooperative Research and Development Agreement (Raptor Pharmaceutical Corp)
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject Except for disclosures permitted pursuant to Section 11.4(b) herein11.1 and Section 11.2.2, each Party reserves the right if Pieris wishes to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products make a publication or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials presentation relating to the publication. Authorship Lead Product or Collaboration Product or if either Party wishes to make a publication or public presentation relating to any jointly carried out activity that contains the Confidential Information of the other Party or any results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure Development activities under this Agreement (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) deliver to the other Party (the “Reviewing Party”) a copy of the proposed written publication or presentation at least [***] ([***]) days prior to submission for publication or presentation. The Reviewing Party will have the right (a) to propose modifications to the publication or presentation for Patent reasons or trade secret reasons or to remove Confidential Information of the Reviewing Party or its Affiliates, and the Publishing Party will remove all Confidential Information of the other Party if requested by the reviewing Party and otherwise reflect such Party’s reasonable comments into consideration, or (b) to request a reasonable delay in publication or presentation in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepatentable information. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosurerequests a delay, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication will delay submission or presentation for up to an additional a period of [***] ([***]) days (or such shorter period as may be mutually agreed by the Parties) to afford enable the Reviewing Party, or if applicable, the Publishing Party, the opportunity Party to prepare and file one or more patent applications protecting such Party’s rights in such information. With respect to any proposed publications or disclosures by investigators or academic or non-profit collaborators, such materials will be subject to review under this Section 11.2.1 to the extent that AstraZeneca or Pieris, as the case may be, has the right and ability (after using commercially reasonable efforts to obtain such right and ability) to do so. Notwithstanding the foregoing, in no event will either Party make a publication regarding a Collaboration Product until the first patent application directed to the composition of matter of such Product has been filed. Further, neither Party will submit or publish any article or other publication to or with respect theretoany scientific journal or other publisher that requires, as a condition of publication, that the submitting Party agree to make available to the publisher or Third Parties any Product or other materials which are the subject of the publication. Except as set out above AstraZeneca shall control in its discretion all publications and public presentations relating to the Research, Development, Manufacture and Commercialization of the Products and Pieris shall not make any such publication or public presentation without the prior written consent of AstraZeneca provided that [***] for any Product AstraZeneca will provide to Pieris copies of all material publications that AstraZeneca proposes to make with regard to that Product. Such publications will be provided at least [***] ([***]) days prior to the intended date of publication. Following [***] for a Product AstraZeneca shall provide to Pieris copies of any publication it makes regarding a Product promptly after such publication has been made. In addition, Pieris shall have the right to publish data generated relating to [***] in the [***] Grant-Back Field but shall first provide to AstraZeneca a Party will not publish Confidential Information received from copy of any proposed publication or presentation relating to the other Party without such other Party’s [***] in the [***] Grant-Back Field at least [***] days prior written consentto submission for publication or presentation.
Appears in 1 contract
Samples: License & Collaboration Agreement (Pieris Pharmaceuticals, Inc.)
Publication. (a) The Parties acknowledge that results Subject to the terms of this Agreement, Publisher shall, at no charge to the Research may be published Spinco Parties, their Subscribers, Other Service Providers or otherwise publicly disclosedthe Subscribers of Other Service Providers, subject to Section 3.11, (i) Publish White Pages covering, in the terms hereof. Without limiting aggregate, the foregoingService Areas, but subject to Section 11.4(b(ii) hereinPublish Primary Listings in the applicable White Pages, each Party reserves the right to publicly disclose the results of any research related (iii) to the Core Patentsextent it is a Legal Requirement, Core KnowPublish a Courtesy Classified Listing in the applicable Yellow Pages for each business Subscriber (unless such Subscriber has indicated to Publisher or any Spinco Party that it does not want such Courtesy Classified Listing to be Published), (iv) co-Howmingle in the White Pages of such Primary Directories on a non-discriminatory basis the Spinco Subscriber List Information with the Other Subscriber List Information and (v) comply with any and all Subscriber-requested restrictions (e.g., Licensed Products unlisted number requests) that are designated in the Subscriber List Information or Licensed Services (the “Research”). In connection otherwise designated to Publisher and are consistent with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being publishedPublisher’s policies.
(b) For In discharging its obligations under this Agreement, Publisher, subject to Article VIII, shall not take any public disclosure action that shall cause any Spinco Party or Publisher to be in violation of Researchany Legal Requirement, whether in effect now or in the future.
(c) Without limiting the provisions of Section 3.1(b), Publisher shall ensure that (i) the appearance (including font and size) and integration of all Subscriber List Information occurs in a non-discriminatory manner and (ii) the Other Subscriber List Information is included in the Primary Directories using the same methods and procedures, and under the same terms and conditions, as those with respect to the Spinco Subscriber List Information.
(d) Publisher shall not propose, solicit or otherwise encourage any Additional Legal Requirement in any Service Area that would reasonably be expected to result in any Net Regulatory Cost Increase or any cost to Spinco without the advance approval of Spinco. If Spinco is notified that any applicable Governmental Entity proposes any Additional Legal Requirement that Spinco reasonably expects would result in any Net Regulatory Cost Increase, then Spinco will involve and solicit advice from Publisher regarding how to respond to any such proposal.
(e) Each of Publisher and Spinco shall promptly notify the other of, and shall at such Party’s request cooperate with such Party with respect to, any inquiry, investigation, formal or informal complaint, lawsuit or docket relating to the matters covered by this Agreement begun or threatened by any Governmental Entity with jurisdiction over such Party. Publisher shall cooperate with Spinco with respect to any legal efforts to change legislation or regulations in an effort to minimize directory publication costs. As between the Parties, Spinco shall have sole responsibility for all discussions, communications and other interactions with Governmental Entities with respect to existing or prospective Legal Requirements; provided, that Publisher may have any such discussions, communications or interactions if it provides Spinco reasonable prior notice and the right to participate in each of any such discussions, communications or interactions and, in the case of written correspondence, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy right to receive and review in advance copies thereof; and provided, further, that Spinco shall reasonably consult with Publisher on any such discussions, communications or interactions which relate to Publisher’s fulfillment of the proposed written Publishing Obligation. In any discussions, communications or oral publication interactions with Governmental Entities, each of the Spinco Parties and Publisher shall make it clear that it does not represent, or otherwise have authority to speak for or bind, the other Party.
(including manuscriptsf) For the avoidance of doubt, abstracts and oral presentations) it is understood that no Party shall have any liability to the other Party (the “Reviewing Party”) at least [***] ([***]) days prior for any failure to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information involve, solicit advice from or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications consult with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without as required by this Section 3.1 unless and only to the extent the other Party demonstrates it has been prejudiced by such other Party’s prior written consentfailure.
Appears in 1 contract
Samples: Publishing Agreement (Fairpoint Communications Inc)
Publication. Amgen will have the sole right to publish and make scientific presentations with respect to Products, and to issue press releases (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject except with respect to the terms hereof. Without limiting the foregoingof this Agreement, but subject which is governed by Section 12.2) or make other public disclosures regarding any such Products, and EnteraBio will not do so without Amgen’s prior written consent, except as required by Law; provided, however, that any publication or presentation to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for by Amgen that names EnteraBio will require the contributions prior written consent of each EnteraBio. The Party that is entitled hereunder to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing make a public disclosure publication or presentation (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) deliver to the other Party (the “Reviewing Non-Publishing Party”) at least [***] ([***]) days prior a copy of any proposed written publication or outline of presentation to be made by the Publishing Party in advance of submission for publication or presentation at least thirty (30) days in order to allow advance of submission (or, where a copy of such publication or presentation is not available at such time, a draft or outline of such publication or a description of such presentation), and the Reviewing Non-Publishing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by will have the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon right to: (a) the Publishing Party shall delete all references require a delay in submission of not more than sixty (60) days to such Confidential Information enable patent applications protecting any product; and (b) the Publishing Party shall postpone the prohibit disclosure of any of its Confidential Information in any such proposed publication or presentation. If there is any dispute between the Parties with regard to a proposed publication, presentation or other communication regarding this Agreement, such dispute shall be referred to the JRC for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect theretoresolution. In addition, a Each Party agrees that it will not publish Confidential Information received unreasonably withhold, condition or delay its consent to requests for (i) extensions of the above timelines in the event that material late-breaking clinical data becomes available or (ii) shortening of the above timelines if the requesting Party has a good faith belief that circumstances warrant such acceleration. The Parties acknowledge and agree that all publications and presentations pursuant to this Section 12.3 shall comply with the International Committee of Medical Journal Editors (ICMJE) Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals. Consistent with those guidelines, authorship will be based upon substantial contribution to the design, analysis, interpretation of data, drafting and/or critically revising any publication(s) derived from this Agreement, and authors must engage in the drafting of the publication or revise it critically for important intellectual content. Each party agrees to maintain evidence of its compliance with the ICMJE guidelines for authorship, and that it will provide such evidence to the other Party without such other Party’s prior written consentupon request.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Entera Bio Ltd.)
Publication. (a) The Parties acknowledge that results Section 11.3 of the Research may be published Parent Agreement is deleted in its entirety as of the Amendment Effective Date and the following is substituted therefor: “Each of Xxxxxxx and Vertex reserves the right to publish or otherwise publicly disclosedpresent any results (the “Results”) related to the Product, subject to the following terms hereofand conditions. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the The Party proposing a public disclosure to publish or publicly present the Results (the “Publishing Party”) will provide submit a copy draft of the any proposed written manuscript, abstract or oral publication (including manuscripts, abstracts and oral presentations) speech to the other Party (the “Reviewing Non-Publishing Party”) at least for comments [***] prior to submission for publication or oral presentation. The Non-Publishing Party shall notify the Publishing Party in writing [***] of receipt of such draft whether such draft contains (i) information of the Non-Publishing Party which it considers to be confidential under the provisions of Section 11.1 of the Agreement, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement. In any such notification, the Non-Publishing Party shall indicate with specificity its suggestions regarding the manner and degree to which the Publishing Party may disclose such information. In the case of item (i) above, no Party may publish Information of the other Party without its consent in violation of Section 11.1 of this Agreement. In the case of item (ii) above, the Non-Publishing Party may request a delay and the Publishing Party shall delay such publication or presentation, for a period [***]) days prior , to submission for publication in order to allow permit the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information timely preparation and filing of a patent application or an application for a certificate of invention would likely be disclosed by covering the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed information at issue. The Parties agree that authorship of any publication or presentation for up will be determined based on the customary standards then being applied in the relevant scientific journal or conference. The forgoing provisions shall not be interpreted to an additional [***] ([***]) days prevent the publication by a Party of information required by law to afford be published by that Party. This Section 11.3 shall terminate with the Reviewing termination of the Agreement, but the provisions of Section 11.1 hereof shall continue to govern the disclosure by one Party, whether by publication or if applicableotherwise, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential of Information received from of the other Party without such other Party’s prior written consentfor two years after termination or expiration of this Agreement.”
Appears in 1 contract
Publication. (a) The Parties acknowledge Each Party recognizes that the publication of papers regarding results of the Research and other information regarding Products, including oral presentations and abstracts, may be published beneficial to both Parties, provided that such publications are subject to reasonable controls to protect Confidential Information. Accordingly (i) with respect to activities conducted prior to delivery of an Election to Proceed Notice, publications and the timing thereof shall be coordinated in accordance with Applicable Law through the JSC, and a Party shall have the right to review and comment on any material proposed for disclosure or otherwise publicly disclosedpublication by the other Party, such as by oral presentation, manuscript or abstract, relating to the Development or Manufacture of Compounds, and (ii) with respect to activities conducted following delivery of an Election to Proceed Notice, a Party shall have the right to review and comment on any material proposed for disclosure or publication by the other Party, such as by oral presentation, manuscript or abstract, relating to the Development, Manufacture or Commercialization of Products that includes Confidential Information of the non-publishing Party. Before any such material is submitted for publication or disclosure (other than oral presentation materials and abstracts, which are addressed below), and subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing publication shall deliver a public disclosure (the “Publishing Party”) will provide a complete copy of the such material proposed written or oral for publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least [***] ([***]) 45 days prior to submitting the material to a publisher or initiating such other disclosure, and such other Party shall review any such material and give its comments to the Party proposing publication within 30 days of the delivery of such material to such other Party. With respect to oral presentation materials and abstracts, the Party proposing publication shall deliver a complete copy of such material or abstracts proposed for publication to the other Party at least 21 days prior to the anticipated date of the submission or presentation, and such other Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the Party proposing publication with appropriate comments, if any, but in no event later than 14 days from the date of delivery to the non-publishing Party. The publishing Party shall comply with the other Party’s request to delete references to the other Party’s Confidential Information in any such material and agrees to delay any submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed other public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation disclosure for a period of up to an additional [***] for the purpose of preparing and filing appropriate patent applications. Notwithstanding the foregoing, nothing in this Section 9.6 shall limit Cidara’s right to publish or disclose ([***]including oral publications and disclosures) days data and information relating to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare AVCs other than Compounds and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentProducts.
Appears in 1 contract
Samples: Exclusive License and Collaboration Agreement (Cidara Therapeutics, Inc.)
Publication. (a) The Parties acknowledge Each Party recognizes that the publication of papers regarding results of, and other information regarding, activities pursuant to this collaboration, including oral presentations and abstracts, may be beneficial to both Parties; provided that such publications are subject to reasonable controls to protect the Confidential Information of the Research may be published Parties. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any invention disclosures or otherwise publicly discloseddraft Patent application until such Patent application has been filed. Accordingly, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each a Party reserves shall have the right to publicly disclose review and approve any paper proposed for publication by the results other Party, including any oral presentation or abstract, that includes Confidential Information of the other Party and Pulmatrix shall have the right to review and approve any research related paper proposed for publication by Sensory Cloud, including any oral presentation or abstract, that pertains to the Core Patents, Core Know-How, Licensed Products NasoCalm. Before any such paper is submitted for publication or Licensed Services (the “Research”). In connection with a publicationan oral presentation is made, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release publishing or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each presenting Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing shall deliver a public disclosure (the “Publishing Party”) will provide a then-current copy of the proposed written paper or materials for oral publication (including manuscripts, abstracts and oral presentations) presentation to the other Party (the “Reviewing Party”) at least [***] thirty ([***]30) days prior to submission for publication in order submitting the paper to allow a publisher or making the Reviewing presentation. The other Party an opportunity shall review any such paper and give its comments to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing publishing Party within such [***] thirty ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]30) days of the delivery of such paper to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without or, with respect to an Emergency Product, such shorter period as may be reasonable under the circumstances. With respect to oral presentation materials and abstracts, the other Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the publishing or presenting Party with appropriate comments, if any, but in no event later than ten (10) days from the date of delivery to the other Party or, with respect to an Emergency Product, such shorter period as may be reasonable under the circumstances. Failure to respond within the time periods set forth above shall be deemed approval to publish or present. Notwithstanding the foregoing, the publishing or presenting Party shall comply with the other Party’s request to delete references to such other Party’s prior written consentConfidential Information in any such paper and shall withhold publication of any such paper or any presentation of same for an additional sixty (60) days in order to permit the applicable Party to obtain Patent protection in accordance with this Agreement. Any publication shall include recognition of the contributions of the other Party according to standard practice for assigning scientific credit, either through authorship or acknowledgement, as may be appropriate.
Appears in 1 contract
Samples: Collaboration and License Agreement (Pulmatrix, Inc.)
Publication. Each of Novartis and Cell Genesys reserves the right to publish or publicly present the results (athe "Results") The Parties acknowledge that results of the Research may be published or otherwise publicly disclosedNovartis Development Program, subject to the following terms hereofand conditions. Without limiting The party proposing to publish or publicly present the foregoing, but subject to Section 11.4(bResults (the "publishing party") herein, each Party reserves the right to publicly disclose the results will submit a draft of any research related to the Core Patents, Core Know-How, Licensed Products proposed manuscript or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) speech to the other Party party (the “Reviewing Party”"non-publishing party") for comments at least [***] sixty ([***]60) days Days prior to submission for publication or at least thirty (30) Days prior to submission for oral or poster presentation. The non-publishing party shall notify the publishing party in order writing within fifteen (15) Days of receipt of such draft whether such draft contains (i) information of the non-publishing party which it considers to allow be confidential under Section 10.1 hereof, (ii) information that if published would have an adverse effect on a patent application covering the Reviewing Party an opportunity subject matter of this Development License and Commercialization Agreement which the non-publishing party intends to protect its Confidential Information file, or inventions that may (iii) information which the non-publishing party reasonably believes would be disclosed likely to have a material adverse impact on the development or commercialization of the Option Agreement (including without limitation information relating to data package exclusivity or marketing exclusivity). In any such notification, the non- publishing party shall provide specific wording for the disclosure to be made by the proposed public disclosurepublishing party. If In the Reviewing Party determines that its Confidential Information case of item (ii) above, the non-publishing party may request a delay and the publishing party shall delay such publication, for a period not exceeding ninety (90) Days, to permit the timely preparation and filing of a patent application or an application for a certificate of invention would likely on the information involved. In the case of item (i) above, no party may publish confidential information of the other party without its consent in violation of the Confidentiality Appendix to this Development License and Commercialization Agreement. In the case of item (iii) above, if the publishing party shall disagree with the non-publishing party's assessment of the impact of the publication, then the issue shall be disclosed determined by the proposed public disclosure, it shall so advise JDC. The parties agree that authorship of any publication will be determined based on the Disclosing Party within such [***] ([***]) day period, whereupon (a) customary standards then being applied in the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentrelevant scientific journal.
Appears in 1 contract
Samples: Product Development and Option Agreement (Cell Genesys Inc)
Publication. (a) The Parties acknowledge shall have the right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party, except that results of Clovis Oncology shall not have the Research may right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party in the Diagnostics Field, and RMS shall not have the right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party in the Pharmaceutical Field (individually, a “Publication”). Such Publication shall be published or otherwise publicly disclosed, subject to the terms hereofprovisions of this Agreement relating to confidentiality and non-disclosure, and shall be consistent with academic standards. Without limiting the foregoing, but subject At least *** prior to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a submission for publication, the Parties agree or *** prior to abide by the policies of journals in which the publications will appear on such matters as the public release submission for presentation or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
use (b) For any public disclosure of Researchincluding abstracts), the publishing Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) shall submit to the other Party for review any proposed Publication. The other Party shall review the proposed Publication and provide its comments to the publishing Party no later than five (the “Reviewing Party”5) at least [***] ([***]) calendar days prior to submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosuresubmission date for the Publication. If Upon the Reviewing other Party’s notice to the publishing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing other Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file reasonably believes that one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from should be filed which relate to Inventions owned by the other Party without or Joint Inventions prior to any Publication, the publishing Party shall delay the Publication until such patent application(s) have been filed, provided that the other Party will cooperate in expeditiously filing any such patent application(s), and provided further that any such delay of a Publication will not exceed one hundred and eighty (180) calendar days from the date of such notice by the other Party to the publishing Party. If the other Party believes that any Publication contains confidential or proprietary information belonging to the other Party’s , the other Party will notify the publishing Party, which will remove all references to such confidential or proprietary information prior written consentto publication, presentation or use.
Appears in 1 contract
Samples: Companion Diagnostics Agreement (Clovis Oncology, Inc.)
Publication. (a) The Parties acknowledge that results of In the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure event Prothena (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to the results of the Licensed Program (including the results of a Phase 1 Clinical Trial under the Licensed Program), or with respect to the Licensed Target, any Licensed Antibody or Licensed Product, the Publishing Party shall provide Celgene with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] days (provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) prior to its intended submission for publication or public disclosure. For the avoidance of doubt, the foregoing shall apply with respect to each proposed publication or presentation regardless of whether a prior publication or presentation was provided (e.g., if an abstract is provided in accordance with this Section 7.8.1 and the Publishing Party wishes to publish the corresponding full manuscript, the full manuscript must be provided to Celgene pursuant to this Section 7.8.
1). Xxxxxxx shall respond in writing promptly and in no event later than [***] days after receipt of the proposed material (provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if notified by the Publishing Party and required due to circumstances outside of the Publishing Party’s control), with one or more of the following: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) days prior NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
(a) comments on the proposed material, which the Publishing Party shall consider in good faith; and/or
(b) a specific statement of concern, based upon the need to submission for seek patent protection or to block publication or public disclosure (including publications in order to allow journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if Celgene reasonably determines that the Reviewing Party an opportunity proposed disclosure is intellectual property that should be maintained as a trade secret to protect its Confidential Information the Licensed Target or inventions any Licensed Antibody and/or Licensed Product, in which event the Publishing Party agrees not to submit such publication or make such presentation that may be disclosed by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information contains such information until:
(i) with respect to publication or an invention would likely be disclosed by the proposed public disclosurepresentation of Licensed Program Non-Specific IP, Celgene is given [***], to seek patent protection for any such Licensed Program Non-Specific IP in such publication or presentation which it shall so advise the Disclosing Party within such believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Licensed Program Specific IP, [***] for Celgene to ([***]x) day periodenable further development and optimization of such Licensed Program Specific IP (including related Licensed Antibodies and Licensed Products), whereupon (ay) seek patent protection for any such Licensed Program Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of Xxxxxxx’s Confidential Information that is contained in the material reviewed, which the Publishing Party shall delete all references remove, if requested by Celgene. Notwithstanding the foregoing or anything to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicablecontrary contained herein, the Publishing Partyrestrictions set forth in this Section 7.8.1 shall not apply to publications or presentations by Celgene (or its Affiliates or sublicensees) and Celgene (and its Affiliates and sublicensees) shall be free to make publications and presentations with respect to results of the Licensed Program, the opportunity to prepare and file one Licensed Target, Licensed Antibody and/or Licensed Product without the prior review or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentconsent of Prothena.
Appears in 1 contract
Samples: Global License Agreement (Prothena Corp Public LTD Co)
Publication. With respect to any paper or presentation proposed for disclosure (a) The Parties acknowledge that results by Roche which includes Confidential Information of the Research may be published Synlogic, or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure during this Agreement term, by either Party which utilizes information, data, and/or results generated under the Pilot Collaboration or (c) Synlogic, which includes Confidential Information of ResearchRoche (such publishing Party in each of clauses (a)-(c), the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts), abstracts and oral presentations) to the other Party (the “Reviewing Non-Publishing Party”) shall have the right to review any such proposed paper or presentation. The Publishing Party shall submit to the Non-Publishing Party the proposed publication or presentation (including posters, slides, abstracts, manuscripts, marketing materials and written descriptions of oral presentations) at least [***] calendar days prior to the date of submission for publication or the date of presentation, whichever is earlier, of any of such submitted materials. The Non-Publishing Party shall review such submitted materials and respond to the Publishing Party as soon as reasonably possible, but in any case within [***] calendar days ([***]] calendar days for abstracts) days prior to submission for publication in order to allow of receipt thereof. At the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by option of the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosureNon-Publishing Party, it shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall (A) delete all references to from such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation any Confidential Information of the Non-Publishing Party, and/or (B) delay the date of such submission for up to publication or the date of such presentation for a period of time sufficiently long (but in no event longer than an additional [***] ([***]calendar days) days to afford permit the Reviewing Party, or if applicable, Non-Publishing Party to prepare and file a patent application for any patentable subject matter in accordance with Section 9.2. Once a publication has been approved by the Non-Publishing Party, the opportunity to prepare and file one Publishing Party may make subsequent public disclosure of the contents of such publication without the further approval of the Non-Publishing Party; provided, such content is not presented with any new data or more patent applications with respect theretoinformation or conclusions and/or in a form or manner that materially alters the understanding of the subject matter therein. In additionNotwithstanding the foregoing, in the case of proposed publication or presentation by a Party will not publish Confidential Information received from during this Agreement term under clause (b) above, neither Party shall submit such publication or make such presentation without the other Party without such other Party’s prior written consent.
Appears in 1 contract
Samples: Pilot Collaboration and Option Agreement (Synlogic, Inc.)
Publication. (a) The Parties acknowledge that results of In the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure event Prothena (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to the results of the Licensed Program (including the results of a Phase 1 Clinical Trial under the Licensed Program), or with respect to the Licensed Target, any Licensed Antibody or Licensed Product, the Publishing Party shall provide Celgene with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] days ([***]provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) days prior to its intended submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If For the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by avoidance of doubt, the foregoing shall apply with respect to each proposed public disclosure, it publication or
1). Celgene shall so advise the Disclosing Party within such respond in writing promptly and in no event later than [***] days after receipt of the proposed material ([***]) day periodprovided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if notified by the Publishing Party and required due to circumstances outside of the Publishing Party’s control), whereupon with one or more of the following:
(a) comments on the proposed material, which the Publishing Party shall delete all references to such Confidential Information and consider in good faith; and/or
(b) a specific statement of concern, based upon the need to seek patent protection or to block publication or public disclosure (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if Celgene reasonably determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect the Licensed Target or any Licensed Antibody and/or Licensed Product, in which event the Publishing Party shall postpone the proposed agrees not to submit such publication or make such presentation that contains such information until:
(i) with respect to publication or presentation for up to an additional of Licensed Program Non-Specific IP, Celgene is given a reasonable period of time, and in no event more than [***] days, to seek patent protection for any such Licensed Program Non-Specific IP in such publication or presentation which it believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Licensed Program Specific IP, [***]] for Celgene to (x) days enable further development and optimization of such Licensed Program Specific IP (including related Licensed Antibodies and Licensed Products), (y) seek patent protection for any such Licensed Program Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of Celgene’s Confidential Information that is contained in the material reviewed, which the Publishing Party shall remove, if requested by Celgene. Notwithstanding the foregoing or anything to afford the Reviewing Party, or if applicablecontrary contained herein, the Publishing Partyrestrictions set forth in this Section 7.8.1 shall not apply to publications or presentations by Celgene (or its Affiliates or sublicensees) and Celgene (and its Affiliates and sublicensees) shall be free to make publications and presentations with respect to results of the Licensed Program, the opportunity to prepare and file one Licensed Target, Licensed Antibody and/or Licensed Product without the prior review or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentconsent of Prothena.
Appears in 1 contract
Samples: u.s. License Agreement (Prothena Corp Public LTD Co)
Publication. (a) The Parties acknowledge shall have the right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party, except that results of Clovis Oncology shall not have the Research may right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party in the Diagnostics Field, and RMS shall not have the right to publish, present or use the Project Results or any portion thereof for their instructional, or publication objectives, or for non-confidential discussions with a Third Party in the Pharmaceutical Field (individually, a “Publication”). Such Publication shall be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results provisions of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials this Agreement relating to the publication. Authorship of results of the Research will confidentiality and non-disclosure, and shall be determined in accordance consistent with academic standards and customstandards. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at At least [***] ([***]) * days prior to submission for publication in order publication, or *** days prior to allow submission for presentation or use (including abstracts), the Reviewing publishing Party an opportunity shall submit to protect its Confidential Information or inventions that may be disclosed by the other Party for review any proposed Publication. The other Party shall review the proposed public disclosure. If Publication and provide its comments to the Reviewing publishing Party determines that its Confidential Information or an invention would likely be disclosed by no later than five (5) calendar days prior to the proposed public disclosure, it shall so advise submission date for the Disclosing Publication. Upon the other Party’s notice to the publishing Party within such [***] ([***]) day period, whereupon (a) that the Publishing other Party shall delete all references to such Confidential Information and (b) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file reasonably believes that one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from should be filed which relate to Inventions owned by the other Party without or Joint Inventions prior to any Publication, the publishing Party shall delay the Publication until such patent application(s) have been filed, provided that the other Party will cooperate in expeditiously filing any such patent application(s), and provided further that any such delay of a Publication will not exceed one hundred and eighty (180) calendar days from the date of such notice by the other Party to the publishing Party. If the other Party believes that any Publication contains confidential or proprietary information belonging to the other Party’s , the other Party will notify the publishing Party, which will remove all references to such confidential or proprietary information prior written consentto publication, presentation or use.
Appears in 1 contract
Samples: Companion Diagnostics Agreement (Clovis Oncology, Inc.)
Publication. (a) The Parties acknowledge that results of In the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure event Prothena (the “Publishing Party”) will desires to publish or present any information (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) with respect to the results of the Licensed Program (including the results of a Phase 1 Clinical Trial under the Licensed Program), or with respect to the Licensed Target, any Licensed Antibody or Licensed Product, the Publishing Party shall provide Celgene with a copy of the such proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) at least presentation no less than [***] ([***]) days (provided that the other Party shall use Commercially Reasonable Efforts to accommodate a shorter time period if required due to circumstances outside of the Publishing Party’s control) prior to its intended submission for publication in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosure. If For the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by avoidance of doubt, the proposed public disclosure, it foregoing shall so advise the Disclosing Party within such [***] ([***]) day period, whereupon (a) the Publishing Party shall delete all references apply with respect to such Confidential Information and (b) the Publishing Party shall postpone the each proposed publication or presentation for up regardless of whether a prior publication or presentation was provided (e.g., if an abstract is provided in accordance with this Section 7.8.1 and the Publishing Party wishes to an additional publish the corresponding full manuscript, the full manuscript must be provided to Celgene pursuant to this Section 7.8.
1). Celgene shall respond in writing promptly and in no event later than [***] ([***]) days after receipt of the proposed material (provided that the other Party shall use Commercially Reasonable Efforts to afford accommodate a shorter time period if notified by the Reviewing Party, or if applicable, Publishing Party and required due to circumstances outside of the Publishing Party’s control), the opportunity to prepare and file with one or more of the following:
(a) comments on the proposed material, which the Publishing Party shall consider in good faith; and/or
(b) a specific statement of concern, based upon the need to seek patent applications protection or to block publication or public disclosure (including publications in journals, posters, presentations at conferences and abstracts submitted in advance of conferences) if Celgene reasonably determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect the Licensed Target or any Licensed Antibody and/or Licensed Product, in which event the Publishing Party agrees not to submit such publication or make such presentation that contains such information until:
(i) with respect thereto. In additionto publication or presentation of Licensed Program Non-Specific IP, a Party will not publish Celgene is given [***], to seek patent protection for any such Licensed Program Non-Specific IP in such publication or presentation which it believes is patentable or to resolve any other issues, or
(ii) with respect to publication or presentation of Licensed Program Specific IP, [***] for Celgene to (x) enable further development and optimization of such Licensed Program Specific IP (including related Licensed Antibodies and Licensed Products), (y) seek patent protection for any such Licensed Program Specific IP in such publication or presentation which it believes is patentable or (z) resolve any other issues; and/or
(c) an identification of Celgene’s Confidential Information received from that is contained in the other material reviewed, which the Publishing Party shall remove, if requested by Celgene. Notwithstanding the foregoing or anything to the contrary contained herein, the restrictions set forth in this Section 7.8.1 shall not apply to publications or presentations by Celgene (or its Affiliates or sublicensees) and Celgene (and its Affiliates and sublicensees) shall be free to make publications and presentations with respect to results of the Licensed Program, the Licensed Target, Licensed Antibody and/or Licensed Product without such other Party’s the prior written consentreview or consent of Prothena.
Appears in 1 contract
Publication. (a) The Parties acknowledge that results of the Research may be published or otherwise publicly disclosed, subject to the terms hereof. Without limiting the foregoing, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose the results of any research related to the Core Patents, Core Know-How, Licensed Products or Licensed Services (the “Research”). In connection with a publication, the Parties agree to abide by the policies of journals in which the publications will appear on such matters as the public release or availability of data or biological materials relating to the publication. Authorship of results of the Research will be determined Except for disclosures permitted in accordance with academic standards and custom. Proper acknowledgment Section 10.1.2 (Permitted Disclosures), either Party wishing to make a publication or public presentation that contains the Confidential Information of the other Party or any Takeda Know-How will be made for the contributions of each Party deliver to the results of other Party and the Research being published.
(b) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”) will provide JSC a copy of the proposed written publication or oral publication (including manuscripts, abstracts and oral presentations) to the other Party (the “Reviewing Party”) presentation at least [***] ([***]) days prior to submission for publication or presentation. The reviewing Party, through the JSC, will have the right to (a) propose modifications to the publication or presentation for patent reasons or trade secret reasons or to remove Confidential Information of the reviewing Party or its Affiliates, and the publishing Party will remove all Confidential Information of the reviewing Party if requested by the reviewing Party and otherwise use good faith efforts to reflect such Party’s reasonable comments, or (b) request a reasonable delay in publication or presentation in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed by the proposed public disclosurepatentable information. If the Reviewing reviewing Party determines that its Confidential Information requests a delay to enable the reviewing Party to file patent applications as permitted under Article 13 (Intellectual Property) protecting such Party’s right in such information, then the publishing Party will delay such submission or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing Party within such presentation for a period of [***] ([***]or such shorter period as may be agreed by the Parties). With respect to any proposed publications or disclosures by investigators or academic or non-profit collaborators, such materials will be subject to review under this Section 10.2 (Publication and Publicity) day periodto the extent that Takeda or Neurocrine, whereupon as the case may be, has the right and ability to do so (aafter using Commercially Reasonable Efforts to obtain such right and ability). All publications relating to any Licensed Product will be prepared, presented, and published in accordance with pharmaceutical industry accepted guidelines including: (i) the Publishing Party shall delete all references International Committee of Medical Journal Editors (ICMJE) guidelines, (ii) Uniform Requirements for Manuscripts Submitted to such Confidential Information Biomedical Journals: Writing and Editing for Biomedical Publication, (iii) Pharmaceutical Research and Manufacturers of America (PhRMA) guidelines, and (biv) the Publishing Party shall postpone the proposed publication or presentation for up to an additional [***] ([***]) days to afford the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from the other Party without such other Party’s prior written consentPrinciples on Conduct of Clinical Trials.
Appears in 1 contract
Samples: Exclusive License Agreement (Neurocrine Biosciences Inc)
Publication. (a) The Parties acknowledge that results of the Research may Publication strategy shall be published or otherwise publicly disclosedmanaged by Dermavant, subject to the terms hereof. Without limiting the foregoingand reviewed and commented by Portola, but subject to Section 11.4(b) herein, each Party reserves the right to publicly disclose considering Dermavant’s and Portola’s interest in publishing the results of any research related in order to obtain recognition within the Core Patents, Core Know-How, Licensed Products or Licensed Services (scientific community and to advance the “Research”). In connection with a publicationstate of scientific knowledge, the Parties agree need to abide by protect Confidential Information and the policies of journals Parties’ mutual interest in which the publications will appear on such matters as the public release obtaining valid patent protection, and protecting reasonable business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Sections 10.2 and 10.3, either Party or availability of data its Affiliates, or biological materials relating to the publication. Authorship of results of the Research will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the results of the Research being published.
(bits or their employee(s) For any public disclosure of Research, the Party proposing a public disclosure (the “Publishing Party”or consultant(s) will provide a copy of the proposed written or oral publication (including manuscripts, abstracts and oral presentations) shall deliver to the other Party (for review and comment a copy of any proposed publication or presentation that discloses any data, results and other information generated from the “Reviewing Party”) Development and Commercialization of the Licensed Compound and Products under this Agreement at least [***] (prior to its intended submission for publication. The Party CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) days prior to submission for IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. seeking publication shall consider in order to allow the Reviewing Party an opportunity to protect its Confidential Information or inventions that may be disclosed good faith any comments thereto provided by the proposed public disclosure. If the Reviewing Party determines that its Confidential Information or an invention would likely be disclosed by the proposed public disclosure, it shall so advise the Disclosing other Party within such [***] ([***]) day periodperiod and shall agree to hold a teleconference with the other Party, whereupon (a) upon the Publishing other Party’s request, to explain and discuss any comments the Party declines to incorporate. The Party seeking publication shall delete also comply with the other Party’s request to remove any and all references to of such other Party’s Confidential Information and (b) the Publishing Party shall postpone from the proposed publication. In addition, the Party seeking publication or presentation shall delay the submission for a period up to an additional [***] ([***]) days to afford in the Reviewing Party, or if applicable, the Publishing Party, the opportunity to prepare and file one or more patent applications with respect thereto. In addition, a Party will not publish Confidential Information received from event that the other Party without can demonstrate reasonable need for such delay, including the preparation and filing of a patent application. The Party seeking publication shall provide the other Party’s prior written consentParty a copy of the manuscript at the time of the submission. Each Party agrees to acknowledge the contributions of the other Party and its employees in all publications as scientifically appropriate.
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