Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 10 contracts
Samples: Collaboration and License Agreement (Ambrx Biopharma Inc.), Collaboration and License Agreement (Ambrx Biopharma Inc.), Collaboration and License Agreement (Ambrx Biopharma Inc.)
Publications. Neither Party shall publicly 8.1 The Parties agree that the researchers involved in the RESEARCH PROJECTS are permitted to present or publish methods and/or results of studies carried out under this Agreement (each such the RESEARCH PROJECTS at symposia and professional meetings and to publish the same in journals or the like; provided however, the disclosing Party must furnish copies of any proposed publication, presentation or publication a disclosure (collectively “PublicationDisclosure”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to in advance of the earlier of its specific submission, presentation or intended submission for publication. other disclosure.
8.2 The submitting non-disclosing Party agrees, upon request by shall have the other Party, not to submit or present any Publication until the other Party has had thirty (30) days day notice period to comment on any material object, in writing, to such Publication. The submitting Party shall consider the comments proposed Disclosure because it contains (a) potentially patentable subject matter that needs protection or (b) BACKGROUND INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY or INTELLECTUAL PROPERTY of the other non-disclosing Party or OTHER RESEARCH RESULTS which need to be kept confidential for compelling business reasons in good faith, but will retain the sole authority to submit non-disclosing Party’s reasonable judgment. In the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided event that the non-filing disclosing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of makes such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoingobjection, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each disclosing Party will (x) if applicable, elect to cooperate with the non-disclosing Party to obtain proper protection in accordance with the provisions of Article 4 herein or (y) remove the objectionable subject matter from the Disclosure. No delay caused by the non-disclosing Party under this Article shall extend beyond three (3) months, wherein upon such delay, the disclosing Party shall be permitted to proceed without being in breach of this Article.
8.3 CERES and IGER shall use reasonable efforts to prevent publication prior avoid any action that might jeopardize the ability of the Parties, individually or jointly as the case may be, to obtain or retain valid/enforceable intellectual rights in JOINT INTELLECTUAL PROPERTY, IGER INTELLECTUAL PROPERTY or CERES INTELLECTUAL PROPERTY.
8.4 Nothing in this Article 8 shall restrict disclosures that are allowed under Article 7.
8.5 Upon recommendation of the filing of relevant patent applications MANAGEMENT COMMITTEE, the Parties may adopt alternative review processes, in particular for information to be presented at symposia or professional meetings or for activities directed towards legislative and to ensure that no Confidential Information of either Party is disclosedregulatory bodies.
Appears in 6 contracts
Samples: Collaboration Agreement (Ceres, Inc.), Collaboration Agreement (Ceres, Inc.), Collaboration Agreement (Ceres, Inc.)
Publications. Neither Party shall publicly present or publish results During the Term of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by Agreement, the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 following restrictions shall apply with respect to disclosures required disclosure by the SEC and/or for regulatory filings. The submitting Party any party of Information in any publication or presentation (collectively "Publications"):
(a) a party ("Publishing party") shall provide the other Party the opportunity to review party with a copy of any proposed Publication at least thirty forty-five (3045) days or less if agreed by both parties prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request publication so as to provide such other party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Information disclosed by the other Partyparty to the Publishing party in accordance with the requirements of this Agreement; and the incorporation of such recommended changes shall not be unreasonably refused; and
(b) if such other party notifies ("Publication Notice") the Publishing party in writing, not to submit or present any Publication until the other Party has had thirty within forty-five (3045) days to comment on any material in such Publication. The submitting Party shall consider the comments of receipt of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the proposed Publication, that such Publication at the time of the submission in its reasonable judgment (i) contains an invention, solely or presentation. Notwithstanding the foregoing, BMS shall not have the right jointly conceived and/or reduced to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of practice by the other Partyparty, and the employees of for which the other Partyparty reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the commercial value of any Information disclosed by the other party to the Publishing party, in all publications as scientifically appropriate. This Section 12.4 the Publishing party shall not limit and prevent such publication or delay such publication for a mutually agreeable period of time;
(c) In the case of inventions, a delay shall be subject for a period reasonably sufficient to Section 12.5. Nothing contained in this Section 12.4 shall prohibit permit the inclusion timely preparation and filing of information in a patent application claimingapplications) on the Invention, and in furtherance ofno event less than one hundred and eighty (180) days from the date of Publication Notice; and in the event the parties do not agree as to whether such Publication (i) contains an invention, solely or jointly conceived and/or reduced to practice by the manufactureother party, use, sale or formulation (ii) could be expected to have a material adverse effect on the commercial value of a Compound, provided that any Information disclosed by the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and other party to the extent required by Publishing party, either party may submit the matter to arbitration generally in accordance with the procedures set forth in Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials 11 of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedthis Agreement.
Appears in 5 contracts
Samples: Development and License Agreement (Innexus Biotechnology Inc), Development and License Agreement (Innexus Biotechnology Inc), Development and License Agreement (Innexus Biotechnology Inc)
Publications. Neither Party shall publish or publicly present or publish the results of studies carried out under this Agreement (each to the extent that such presentation publication or publication a “Publication”) without such results include information provided to the publishing or presenting Party by the other Party, unless and until the publishing or presenting Party shall have provided the other Party with the opportunity for prior review of such publication or results in accordance with the provisions set forth below in this Section 12.1. Notwithstanding the foregoing or any other provision to the contrary in this Section 12.1, Ipsen shall not publish or publicly present the results of studies carried out under this Agreement by Licensee, its Affiliates, Sublicensees or Contractors. For purposes of this Section 12.1, the term “Publication Eligible Material” shall mean any proposed abstracts, manuscripts or presentations * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (including verbal presentations) that (i) relate to any Licensed Product, (ii) are proposed to be published or publicly presented by either Party and (iii) contain information provided to the publishing or presenting Party by the other Party, except . Each Party agrees to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication Eligible Material that such Party proposes to publish or publicly present at least thirty (30) days [ ]* prior to the earlier of its presentation or their intended submission for publication. The submitting Party publication and agrees, upon request by the other Partyrequest, not to submit or publicly present any such Publication Eligible Material until the other Party has had thirty is given a reasonable period of time (30not to exceed [ ]*) days to comment on secure patent protection for any material in such Publicationpublication or presentation that is owned by the non-publishing Party (either individually or jointly with the publishing Party) and which the non-publishing Party believes to be patentable. The submitting Neither Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or publicly present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and each Party shall remove the employees Confidential Information of the other Party from any proposed publication or presentation upon request by such other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 12.1 shall prohibit the inclusion of information in necessary to file a patent application claimingwith a government authority, and in furtherance of, except for Confidential Information of the manufacture, use, sale or formulation of a Compoundnon-filing Party, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve review the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials clinical trials of Compounds and Licensed Products. The Parties recognize that such Such independent investigators are understood to operate in an academic environment and may shall be allowed to release information regarding such studies in a manner consistent with academic standards; provided . In the event that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedsubmits any manuscript or other publication relating to any Licensed Product, it will consider and acknowledge the contributions of the other Party, including, as appropriate, co-authorship.
Appears in 5 contracts
Samples: License Agreement (Rhythm Pharmaceuticals, Inc.), License Agreement (Rhythm Pharmaceuticals, Inc.), License Agreement (Rhythm Pharmaceuticals, Inc.)
Publications. Neither With respect to any Discovery Program, each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or submit any proposed scientific publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party that relates directly to one or more Development Antibodies or Products, discloses the opportunity to review any proposed Publication results of a Discovery Program or includes Confidential Information of the other Party at least thirty (30) days prior in advance to allow that Party to review such planned public disclosure. The reviewing Party will promptly review such proposed scientific publication and make any objections that it may have to the earlier publication of its presentation such results or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments Confidential Information of the other reviewing Party in good faithcontained therein. Should the reviewing Party make an objection to the publication of any such results or Confidential Information, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable then the Parties shall discuss the advantages and disadvantages of publishing such results or Confidential Information. If the Parties are unable to file a Patent if agree on whether to publish the same, the respective Chief Executive Officers of AnaptysBio and TESARO (or, with respect to TESARO, the President) shall reasonably agree on the extent to which the publication of such Publication might adversely affect such Patentresults or Confidential Information shall be made. The submitting Party shall provide AnaptysBio acknowledges that TESARO may enter into agreements with academic and other collaborators to conduct studies with Development Antibodies, including in combination with other compounds, in all cases consistent with the other Party a copy of the Publication at the time of the submission or presentationlicense rights granted hereunder. Notwithstanding the foregoingprovisions of this Section 11.2 to the contrary, BMS TESARO shall be required only to request such collaborators comply with the provisions of this Section 11.2 with regard to their scientific publications, but TESARO shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions be in violation of this Section 11.2 as a result of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission actions of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent collaborators with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedrespect thereto.
Appears in 5 contracts
Samples: Collaboration and Exclusive License Agreement (Anaptysbio Inc), Collaboration and Exclusive License Agreement (Anaptysbio Inc), Collaboration and Exclusive License Agreement (Anaptysbio Inc)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except The Parties agree to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty abstracts, manuscripts or scientific presentations (30including verbal presentations) days prior which relate to (a) its activities performed pursuant to this Agreement and/or (b) any Licensed Antibody and/or Licensed Product or either of their respective development, reasonably in advance to the earlier of its presentation or publishing Party’s intended submission for publication. The submitting Party publication or presentation and agrees, upon request by the other Partyrequest, not to submit any such abstract or present any Publication manuscript for publication until the other Party has had thirty is given a reasonable period of time to (30i) days to comment on secure patent protection for any material in such Publication. The submitting Party shall consider the comments of publication which the other Party in good faithbelieves to be patentable and/or (ii) to ascertain whether its Confidential Information would be disclosed by the publication. Such other Party shall then provide its comments, but will retain the sole authority to submit if any, within […***…] of receiving the manuscript for Publication; provided that or publication from the submitting Party agrees to delay such Publication as necessary to enable publishing Party. If patentable data and/or information is disclosed in the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide manuscript or publication, the other Party a copy of shall promptly request to the Publication at publishing Party and the time of publishing Party shall grant the submission other Party to withhold such manuscript or presentationpublication for up to […***…] after receiving the manuscript or other publication to allow the other Party to file the respective Patent application. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s If Confidential Information without Ambrx’s prior written consentis disclosed in the manuscript or publication, and Ambrx the publishing Party shall not have the right to publish or present BMS’ promptly remove such Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5ensure that the manuscript or publication is published without such Confidential Information. Nothing For clarity, nothing contained in this Section 12.4 7.6 shall prohibit the inclusion of information in necessary for a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compoundapplication, provided that the non-filing nonfiling Party is given a reasonable opportunity to review, comment upon and/or approve review the information to be included prior to submission of such patent application, where application and to the extent required by Article 9 hereofrequest deletion of its Confidential Information (subject to Section 7.2(a)). Notwithstanding the foregoing, Xencor shall not publish or first present in a public forum the Parties recognize scientific or technical results of any activities performed pursuant to this Agreement or any Confidential Information relating to Licensed Antibody and/or Licensed Product, including Collaboration Confidential Information and Xencor Pre-Clinical Confidential Information, without the prior written approval by MorphoSys, whereby such approval shall not be unreasonably withheld by MorphoSys with respect to Xencor Pre-Clinical Confidential Information. MorphoSys may publish and/or present Xencor Pre-Clinical Confidential Information without Xencor’s prior approval, provided, however, that independent investigators have been engaged(A) Xencor shall be given the opportunity to secure patent protection according to this Section, and will be engaged (B) Xencor and/or the respective employees are appropriately acknowledged in the future, to conduct Clinical Trials such publication (including authorship of Compounds and Products. The Parties recognize that such investigators operate employees in an academic environment and may release information regarding such studies in a manner consistent accordance with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedprevailing norms).
Appears in 5 contracts
Samples: Collaboration and License Agreement (MorphoSys AG), Collaboration and License Agreement (MorphoSys AG), Collaboration and License Agreement (Xencor Inc)
Publications. Neither Party shall publicly present Notwithstanding Section 5.1, all Parties recognize that the publication or publish disclosure of papers, presentations, abstracts or any other written or oral presentations regarding results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without and other information regarding the opportunity for prior review by the other Party, except ADC Drug Reagents and Non-ADC Drug Reagents may be beneficial to the extent otherwise required Parties, provided that such publications or presentations are subject to reasonable controls to protect Confidential Information, the patentability of inventions and other commercial considerations. For the avoidance of doubt, the terms of this Section 5.2 shall not apply to patent applications filed by Applicable Lawa Party. Accordingly, in which case Section 12.3 the following shall apply with respect to disclosures required papers and presentations proposed for disclosure by any Party (the “Disclosing Party”):
(a) With respect to any paper or presentation proposed for disclosure by the SEC and/or for regulatory filings. The submitting Disclosing Party shall provide which utilizes information generated by or on behalf of a Party relating to ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunder (including without limitation any publications containing Confidential Information of any other Party) the other Party (the opportunity “Non-Disclosing Party”) shall have the right to review and approve any such proposed Publication paper or presentation. The Disclosing Party shall submit to the Non-Disclosing Party the proposed publication or presentation (including, without limitation, posters, slides, abstracts, manuscripts, marketing materials and written descriptions of oral presentations) at least thirty (30) calendar days prior to the earlier date of its presentation or intended submission for publicationpublication or the date of presentation, whichever is earlier, of any of such submitted materials. The submitting Non-Disclosing Party agreesshall review such submitted materials and respond to the Disclosing Party as soon as reasonably possible, upon request by but in any case within twenty (20) calendar days of receipt thereof. At the other option of the Non-Disclosing Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Disclosing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay (a) delete from such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission proposed publication or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no presentation any Confidential Information of either the Non-Disclosing Party and (b) delay the date of such submission for publication or the date of such presentation for a period of time sufficiently long (but in no event longer than sixty (60) calendar days) to permit the Non-Disclosing Party to seek appropriate patent protection. Once a publication has been approved by the Non-Disclosing Party, the Disclosing Party may make subsequent public disclosure of the contents of such publication without the further approval of the Non-Disclosing Party; provided, such content is disclosednot presented with any new data or information or conclusions and/or in a form or manner that materially alters the subject matter therein.
Appears in 4 contracts
Samples: License Agreement (ADC Therapeutics SA), License Agreement (ADC Therapeutics SA), License Agreement (ADC Therapeutics SA)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (GlobeImmune and Gilead each such presentation or publication a “Publication”) without the opportunity for prior review by acknowledge the other Party’s interest in publishing the results of the Development of the Licensed Vaccines. 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 Sections 8.2 and 8.7, either Party, its Affiliates, or their respective employees or consultants wishing to make a publication or presentation relating to results obtained from its Development activities during the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply Collaboration with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide Licensed Vaccines or the other Party Licensed Product that contains the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments Confidential Information of the other Party in good faith, but will retain the sole authority shall deliver to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a (i) copy of the Publication any proposed written publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included least [*] prior to submission of such patent application, where and publication or (ii) an outline or copy of a proposed oral disclosure or presentation at least [*] prior to such oral disclosure or presentation. The reviewing Party shall have the right (a) to propose modifications to the extent required by publication or presentation for patent reasons, trade secret reasons or business reasons, or (b) to 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 [*] to enable patent applications protecting each Party’s rights in such information to be filed in accordance with Article 9 hereof7 (Intellectual Property). Upon expiration of such [*] period, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party requests modifications to the publication or presentation, the publishing Party shall edit such publication to prevent disclosure of trade secret, patentable or proprietary business information prior to submission of the publication or presentation. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior anything herein to the filing contrary, except for disclosures permitted pursuant to Section 8.2, GlobeImmune shall not make any publication or presentation relating to the Development, [*] or Commercialization of relevant patent applications and the Licensed Vaccines or Licensed Products, other than publications or disclosures that relate solely to ensure GlobeImmune Platform Technology, without Gilead’s prior consent. For the avoidance of doubt, Gilead may publish results of the Development or Commercialization activities [*] of Licensed Vaccines and/or Licensed Products outside of the Collaboration that no do not contain Confidential Information of either Party is disclosedGlobeImmune without submitting such publication or presentation to GlobeImmune for review or approval.
Appears in 4 contracts
Samples: License and Collaboration Agreement (Globeimmune Inc), License and Collaboration Agreement (Globeimmune Inc), License and Collaboration Agreement (Globeimmune Inc)
Publications. Neither During the Agreement Term, the following restrictions shall apply with respect to disclosure by any Party of Confidential Information relating to the Product in any publication or presentation:
a) Both Parties acknowledge that it is their policy for the studies and results thereof to be registered and published in accordance with their internal guidelines. Roche, in accordance with its internal policies and procedures, shall publicly present have the right to publish all studies, clinical trials and results thereof on the clinical trial registries that are maintained by or publish results on behalf of studies carried out under this Agreement Roche.
b) A Party (each such presentation or publication a “PublicationPublishing Party”) without shall provide the other Party with a copy of any proposed publication or presentation at least [***] prior to submission for publication so as to provide such other Party with an opportunity for prior review to recommend any changes it reasonably believes are necessary to continue to maintain the Confidential Information disclosed by the other Party to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and if such other Party notifies (“Publishing Notice”) the Publishing Party in writing, within [***] after receipt of the copy of the proposed publication or presentation, that such publication or presentation in its reasonable judgment (i) contains an invention, solely or jointly conceived and/or reduced to practice by the other Party, except to the extent otherwise required by Applicable Law, in for which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the opportunity to review commercial value of any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request Confidential Information disclosed by the other Party to the Publishing Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Publishing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to prevent such publication or delay such Publication as necessary to enable publication for a mutually agreeable period of time. In the Parties to file case of inventions, a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and delay shall be subject for a period reasonably sufficient to Section 12.5. Nothing contained in this Section 12.4 shall prohibit permit the inclusion timely preparation and filing of information in a patent application claimingapplication(s) on such invention, and in furtherance of, no event less than [***] from the manufacture, use, sale or formulation date of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedPublishing Notice.
Appears in 3 contracts
Samples: Research Collaboration and License Agreement (Pieris Pharmaceuticals, Inc.), Research Collaboration and License Agreement (Pieris Pharmaceuticals, Inc.), Research Collaboration and License Agreement (Pieris Pharmaceuticals, Inc.)
Publications. Neither Party The Institution, the Principal Investigator and other investigators (each a “Discloser”) involved in the Study have the right to Publish the methods, results of, and conclusions from, the Study, subject to this Clause 16 and in accordance with all applicable intellectual property and copyright laws. The Sponsor, the Institution and the Principal Investigator shall publicly present or publish comply with Good Publication Practice Guidelines (xxxx://xxx.xxxxx.xxx) and all ethical standards concerning publications and authorship. If Subject to the other requirements of Clause 16, if the Study is a Multi-centre Study, then the Institution acknowledges and agrees that no Publication of the Study results may be made until Publication (as coordinated by the Sponsor) of the results of studies carried out under this Agreement the Multi-centre Study or one (each such presentation 1) year after Study Completion, whichever is the sooner. The Institution must ensure that the Discloser provide a draft of the proposed Publication to the Sponsor at least sixty (60) days before disclosing or publication a “Publication”) without the opportunity for prior review transmitting it to any person that is not bound by the other Partyconfidentiality obligations set out in Clause 12. The Sponsor may, except within that sixty (60) period, do any one or more of the following: provide comments on the proposed Publication to the extent otherwise required by Applicable LawInstitution, in which case Section 12.3 shall apply with respect the Institution must consider such comments but will not be bound to disclosures required by the SEC and/or follow them; request delay of Publication for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty no more than one hundred and twenty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30120) days to comment allow the Sponsor to file patent applications or take other measures to preserve or secure its Intellectual Property, in which case the Institution must abide by that request; or request that the Discloser remove specified Confidential Information (other than the results of the Study) from the Publication, in which case the Institution must remove such specified Confidential Information as is reasonably required to protect the Intellectual Property of the Sponsor. If the Institution has not received any comments from the Sponsor on any material in such the proposed Publication within sixty (60) days of giving a copy to the Sponsor under Clause 16.3, the Discloser may proceed to make the Publication. The submitting Party Authorship related to Publications shall consider be determined in accordance with and governed by the comments criteria defined by the International Committee of Medical Journal Editors (ICMJE) “Recommendations for the other Party in good faithConduct, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoingReporting, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentEditing, and Ambrx shall not have Publication of Scholarly Work in Medical Journals” Where the right Sponsor intends to publish Publish the method, results or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge conclusions from the contributions of the other PartyStudy, and the employees of the other Party, in all publications any person named as scientifically appropriate. This Section 12.4 shall not limit and shall an author on that Publication will be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to reviewreview the Publication. In all Publications, comment upon and/or approve the information to Sponsor’s support of the Study shall be included prior to submission acknowledged. A copy of such patent application, where and the Publication will be furnished to the extent required by Article 9 hereof. Notwithstanding Institution of the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Productsstaff who was acknowledged upon publication. The Parties recognize that such investigators operate in an academic environment Sponsor may Publish a summary of the study results and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to conclusions on the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedSponsor’s on-line Clinical Trial Register before or after Publication by another method.
Appears in 3 contracts
Samples: Master Clinical Trial Agreement, Master Clinical Trial Agreement, Clinical Trial Research Agreement
Publications. Neither Except as required by law, (a) Ardelyx agrees that it shall not publish or present any Product Information, (b) Sanofi agrees that, prior to the exercise of the Option to Continue and Ardelyx’s receipt of the Continuation Milestone, it shall not publish or present any Product Information, and (c) each Party agrees that it shall publicly not publish or present any Confidential Information of the other Party, in the case of (a), (b) or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”c), (i) without the opportunity for prior review by the other PartyParty and (ii) other than in compliance with this Section 7.8 (or as permitted under Sections 7.1, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings7.3 and 7.5). The submitting Each Party shall provide to the other Party the opportunity to review any proposed Publication publications or presentations (including without limitation information to be presented verbally) that relate to Program Compounds or Program Products as early as reasonably practical, but at least thirty (30) days [***] prior to the earlier of its presentation or their intended submission for publication. The publication or presentation and such submitting Party agrees, upon written request by from the other PartyParty within the Review Period (as defined below), not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had thirty (30) days to comment on any material in such Publicationagrees, which agreement shall not be unreasonably withheld. The other Party shall have [***] after its receipt of any such publication or presentation (the “Review Period”) to notify the submitting Party shall consider in writing of any specific objections to the comments intended publication or presentation. Each Party shall, in any such publication or presentation, delete from the proposed disclosure any Confidential Information of the other Party; [***]. Additionally, if the other Party notifies the submitting Party within the Review Period that the other Party objects to such disclosure on the basis that a patent application covering information contained in good faithsuch disclosure should be filed prior to such disclosure, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to reasonably delay disclosure of the relevant information, for up to [***] after the other Party’s timely notification of its objection as per the above, or until such Publication as necessary to enable application has been filed, if earlier. Once any such abstract or manuscript is accepted for publication, the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall will provide the other Party with a copy of the Publication at the time final version of the submission manuscript or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedabstract.
Appears in 3 contracts
Samples: License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.)
Publications. Neither Party The JDC shall publicly present or publish prepare and approve [***] with respect to the Licensed Product and results of studies carried out under this Agreement Agreement. Neither Party may publish manuscripts (each whether peer-reviewed or not), or give other forms of public disclosure such presentation or publication a “Publication”) as abstracts and presentations, of results of studies carried out under this Agreement, without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filingsParty or [***]. The submitting A Party seeking publication shall provide the other Party and the JDC the opportunity to review and comment on any proposed Publication manuscripts, abstracts, scientific presentations or other similar public disclosures which relate to any Licensed Product at least thirty (30) days [***] prior to the earlier of its presentation or their intended submission for publicationpublication or presentation. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material shall provide the Party seeking publication with its comments in writing, if any, within [***] after receipt of such Publicationproposed manuscripts or presentations. The submitting Party seeking publication shall consider the such comments of the other Party and shall remove any and all of the other Party’s Confidential Information (other than the Joint Results) at the request of such other Party. In addition, the Party seeking publication shall delay the submission for a period up to [***] in good faith, but will retain the sole authority to submit the manuscript for Publication; provided event that the submitting other Party agrees can demonstrate reasonable need for such delay, including without limitation, the preparation and filing of a patent application. If such Party fails to delay provide its comments to the Party seeking publication within such Publication as necessary [***], such other Party shall be deemed to enable not have any comments, and the Parties Party seeking publication shall be free to file a Patent if such Publication might adversely affect such Patentpublish in accordance with this Section 12.4 after the [***] has elapsed. The submitting Party seeking publication shall provide the other Party a copy of the Publication manuscript at the time of the submission or presentationsubmission. Notwithstanding the foregoing, BMS The Party seeking publication shall not have the right to publish or present Ambrxthe other Party’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions consent of the other Party, and the employees except as expressly permitted in this Agreement. With respect to any proposed abstracts, manuscripts or summaries of the presentations by investigators or other PartyThird Parties, in all publications as scientifically appropriate. This Section 12.4 shall not limit and such materials shall be subject to Section 12.5. Nothing contained in review under this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding that SGI or MPI, as the foregoingcase may be, has the Parties recognize that independent investigators have been engaged, right and will be engaged in the future, ability (after using reasonable efforts) to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is discloseddo so.
Appears in 3 contracts
Samples: Collaboration Agreement (Takeda Pharmaceutical Co LTD), Collaboration Agreement (Seattle Genetics Inc /Wa), Collaboration Agreement (Seattle Genetics Inc /Wa)
Publications. Neither Party shall publicly The Parties may desire to publish in scientific journals and present or publish at scientific conferences the results of studies carried out under this Agreement (each such presentation or the Collaboration Program, subject to the following process. Notwithstanding anything to the contrary herein, either Party may propose publication a “Publication”) without of the opportunity for prior results of the Collaboration Program following scientific review by the JSC (if in force) and subsequent written approval by Bluebird’s and Celgene’s management, which approval will not be unreasonably withheld, delayed or conditioned. After receipt of the proposed publication by both Celgene’s and Bluebird’s managements, such written approval or disapproval will be provided within thirty (30) days. Both Parties understand that a reasonable commercial strategy may require delay of publication of information or filing of Patent applications, therefore the Parties agree to review and consider delay of publication and filing of Patent applications under certain circumstances for a reasonably limited period of time. Once publications have been reviewed by each Party and have been approved for publication, the same publications do not have to be provided again to the other Party for review for a later submission for publication. Expedited reviews for abstracts or poster presentations may be arranged if mutually agreeable to the Parties. Each Party will acknowledge the other Party’s technical, non-financial contributions in any such publication. For the avoidance of doubt, the foregoing requirements and restrictions will not apply with respect to either Party’s proposed publication of results of any work performed (i) following the expiration or termination of the Collaboration Program, or (ii) with respect to any Declined Product Candidate, in each case except as such results specifically relate to the extent otherwise required by Applicable Lawany Optioned Candidate or to any Product Candidate for which Celgene has an option 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. hereunder (unless such option expires without Celgene having exercised such option), in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, Bluebird may not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information such results without AmbrxCelgene’s prior written consentapproval, and Ambrx shall which will not have the right to publish be unreasonably withheld, delayed or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedconditioned.
Appears in 3 contracts
Samples: Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.)
Publications. Neither The Parties acknowledge that scientific publications must be strictly monitored to prevent any adverse effect from premature publication of results of the Parties activities hereunder including under any Technical Development, Fcab Discovery Plan or mAb2 Development Plan.
11.5.1 Prior to the expiration of the Buy-out Option Period neither Party shall publicly present make any publications, presentations or publish results of studies carried out under this Agreement (each such presentation or publication public disclosures related to a “Publication”) without the opportunity for prior review Selected Fcab unless agreed in writing by the other Party.
11.5.2 After the expiration of Buy-out Option Period if Denali has not exercised the Buy-out Option, except then, for the remainder of the Term and subject to Section 11.5.3(b), Licensor, F-star GmbH and F-star Ltd and its and their respective Affiliates shall have the right to make any publications, presentations or public disclosures of their own data (the “Licensor Data”) related to a Selected Fcab subject to Denali’s prior review (but with no requirement for Denali’s prior approval). Denali may not make any publications, presentations or public disclosures of the Licensor Data without Licensor’s prior written approval.
11.5.3 On a mAb2-by-mAb2 basis, (a) Denali shall have the right to make any publications, presentations or public disclosures related to a mAb2 or the corresponding Licensed Product without the need to seek approval or comment from Licensor or F-star Ltd or F-star GmbH, and (b) neither Licensor, nor F-star GmbH, F-star Ltd or their respective Affiliates may make any publications, presentations or public disclosures related to a mAb2 or the corresponding Licensed Product without Denali’s prior written approval.
11.5.4 Before any paper is submitted for publication or an oral presentation is made for which review or approval rights are provided under Section 11.5, the publishing or presenting Party (or F-star Ltd or F-star GmbH or their respective Affiliates, if they are publishing or presenting, collectively, the “Publishing Party”)) shall deliver a then-current copy of the paper or materials for oral presentation to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting non-publishing Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to submitting the earlier of its paper to a publisher or making the presentation where written approval is required and at least fifteen (15) days prior to submitting the paper to a publisher or intended submission for publicationmaking the presentation where approval is not required. The submitting non-publishing Party agrees, upon request by shall review any such paper and give its comments to such Publishing Party within ten (10) days of the delivery of such paper to such other Party. The Publishing Party shall comply with the other Party, not ’s request to submit or present any Publication until delete references to the other Party has had thirty Party’s Confidential Information in any such paper and will withhold publication of any such paper or any presentation of same for an additional sixty (3060) days in order to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable permit the Parties to file a obtain Patent protection if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of deems it necessary.
11.5.5 Notwithstanding anything herein to the Publication at the time of the submission or presentation. Notwithstanding the foregoingcontrary, BMS Licensor, F-star GmbH, F-star Ltd, and its and their respective Affiliates shall not have the right to publish make any publications, presentations or present Ambrx’s Confidential Information without Ambrx’s prior written consentpublic disclosures relating to (a) any Fcabs other than Selected Fcabs, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the (b) any Antibody other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and than to the extent required related to a mAb2 or Licensed Product, in each case without any approval, review or comments rights by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedDenali.
Appears in 3 contracts
Samples: License and Collaboration Agreement (Spring Bank Pharmaceuticals, Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish manuscripts, abstracts, presentations or present Ambrx’s Confidential Information other articles in scientific journals or at scientific conferences relating to any Collaboration Target or Product without Ambrx’s obtaining the prior written consentconsent of FivePrime; provided, however, that FivePrime shall have the right to review and Ambrx comment upon each such manuscript, abstract, presentation or other article in which a FivePrime employee is also named as an author and BMS shall not consider such comments in good faith. FivePrime shall have the right to publish manuscripts, abstracts, presentation or present BMS’ Confidential Information other articles in scientific journals or at scientific conferences relating to any Non-Selected Target or Terminated Target without BMS’ obtaining the prior written consentconsent of BMS; provided, however, that BMS shall have the right to review and comment upon each such manuscript, abstract, presentation or other article in which a BMS employee is also named as an author and FivePrime shall consider such comments in good faith. Each Either Party agrees may publish manuscripts, abstracts, presentations or other articles in scientific journals or at scientific conferences relating to acknowledge any Confirmed Hit or Collaboration Target, upon the contributions prior written consent of the other Party, and such consent not to be unreasonably withheld, conditioned or delayed. In the employees event that either Party desires to make a publication pursuant to this Section 9.6, such Party shall provide a copy of the proposed publication (including abstracts, or presentation to a journal, editor, meeting, seminar or other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject third party) to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing other Party is given a reasonable opportunity to review, for comment upon and/or approve the information to be included at least *** days prior to submission of such patent applicationproposed manuscript for publication; the object being to prevent either the endangerment of applications for the protection of property rights by premature publications detrimental to their novelty or the disclosure of Confidential Information. If, where and to during the extent required by Article 9 hereof. Notwithstanding *** days specified above the foregoingnon-publishing Party notifies the other Party that a proposed publication contains patentable subject matter that requires protection, the Parties recognize non-publishing Party may by written notice delay the publication for a period of time not to exceed *** days from the date of such written notice to seek appropriate patent protection for any subject matter in such publication that independent investigators have been engaged, and will it reasonably believes may be engaged in the future, to conduct Clinical Trials of Compounds and Productspatentable. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each publishing Party will use reasonable efforts to prevent shall delete from the proposed publication prior to the filing of relevant patent applications and to ensure that no submission all Confidential Information of either the non-publishing Party is disclosedthat the non-publishing Party identifies in good faith and requests to be deleted.
Appears in 3 contracts
Samples: Research Collaboration and License Agreement, Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Publications. Neither Each Party recognizes that the publication of papers regarding results of, and other information regarding, activities under this Agreement, including oral presentations and abstracts, may be beneficial to both Parties, provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any invention disclosures or draft Patent application until such Patent application has been filed. Accordingly, each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or have the right to review and approve any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Party, except including any oral presentation or abstract, that contains Clinical Data or pertains to the extent otherwise required by Applicable Lawresults of Clinical Studies, in which case Section 12.3 shall apply or other studies with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation Licensed Products or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s includes Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party. Before any such paper is submitted for publication or an oral presentation is made, the publishing or presenting Party shall deliver a then-current copy of the paper or materials for oral presentation to the other Party at least [***] days prior to submitting the paper to a publisher or making the presentation. The other Party shall review any such paper and give its comments to the employees publishing Party within [***] days of the delivery of such paper to the other Party. With respect to oral presentation materials and abstracts, in all publications as scientifically appropriate. This Section 12.4 the other Party shall not limit make reasonable efforts to expedite review of such materials and abstracts, and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of return such patent application, where and items as soon as practicable to the extent required by Article 9 hereofpublishing or presenting Party with appropriate comments, if any, but in no event later than [***] days from the date of delivery to the other Party. Failure to respond within such [***] days shall be deemed approval to publish or present. If approval is not given or deemed given, either Party may refer the matter to the JDC for resolution together with the reasons for withholding approval. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, publishing or presenting Party shall comply with the other Party’s request to delete references to such other Party’s Confidential Information in any such paper and will withhold publication of any such paper or any presentation of same for an additional [***] days in order to permit the Parties to obtain Patent protection if either Party deems it necessary. 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 engaged in the future, to conduct Clinical Trials of Compounds and Productsappropriate. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Each Party will shall use commercially reasonable efforts to prevent publication prior cause investigators and institutions participating in Clinical Studies with which it contracts, to the filing of relevant patent applications agree to terms substantially similar to those set forth in this Section 9.5, which efforts shall satisfy such Party’s obligations under this Section 9.5 with respect to such investigators and to ensure that no Confidential Information of either Party is disclosedinstitutions.
Appears in 3 contracts
Samples: License Agreement (Reata Pharmaceuticals Inc), License Agreement (Reata Pharmaceuticals Inc), License Agreement (Reata Pharmaceuticals Inc)
Publications. Neither Except as required by law, Ardelyx agrees that it shall not publish or present any Product Information and each Party agrees that it shall publicly not publish or present or publish results any Confidential Information of studies carried out under this Agreement the other Party, (each such presentation or publication a “Publication”i) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, Party and (ii) other than in which case compliance with this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings10.8. The submitting Each Party shall provide to the other Party the opportunity to review any proposed Publication publications or presentations (including without limitation information to be presented verbally) that relate to Licensed Compounds or Licensed Products as early as reasonably practical, but at least thirty (30) days [***] prior to the earlier of its presentation or their intended submission for publication. The publication or presentation and such submitting Party agrees, upon written request by from the other PartyParty within the Review Period (as defined below), not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had thirty (30) days to comment on any material in such Publicationagrees, which agreement shall not be unreasonably withheld. The other Party shall have [***] after its receipt of any such publication or presentation (the “Review Period”) to notify the submitting Party shall consider in writing of any specific objections to the comments intended publication or presentation. Each Party shall, in any such publication or presentation, delete from the proposed disclosure any Confidential Information and Materials of the other Party and [***]. Additionally, if the other Party notifies the submitting Party within the Review Period that the other Party objects to such disclosure on the basis that a patent application covering information contained in good faithsuch disclosure should be filed prior to such disclosure, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to reasonably delay disclosure of the relevant information, for up to [***] after the other Party’s timely notification of its objection as per the above, or until such Publication as necessary to enable application has been filed, if earlier. Once any such abstract or manuscript is accepted for publication, the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall will provide the other Party with a copy of the Publication at the time final version of the submission manuscript or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Productsabstract. The Parties recognize agree that such investigators operate following the Completion of the IBS-C Study, the DCC shall determine whether or not, and to what extent, the results of the IBS-C Study shall be published. Additionally, and without limiting the provisions of this Section 10.8, AstraZeneca acknowledges Ardelyx’s intention to [***] Certain information in an academic environment this document has been omitted and may release information regarding such studies in a manner consistent filed separately with academic standards; provided that each Party will use reasonable efforts to prevent publication prior the Securities and Exchange Commission. Confidential treatment has been requested with respect to the filing omitted portions. prepare and submit publications relating to the subject matter disclosed in Exhibit M attached hereto, and AstraZeneca agrees not to unreasonably withhold, delay or condition consent for, or restrict, Ardelyx’s publication or presentation of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedsuch subject matter.
Appears in 3 contracts
Samples: License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.)
Publications. Neither Prior to any public disclosure or submission for publication by or on behalf of the Parties of a manuscript or other document describing the results of any aspect of the Collaborative Project or other scientific or clinical activity or collaboration between Tanabe and Signal or their Affiliates, the Party disclosing or submitting such a manuscript ("Disclosing Party") shall first send a copy of the manuscript to the applicable Joint Inflammation Committee or the Joint Osteoporosis Committee for their review for a period of 15 days. If such Research and Development Committee approves such publication, the Disclosing Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide then send the other Party ("Responding Party") a copy of the opportunity manuscript to review any proposed Publication at least be submitted and shall allow the Responding Party not less than thirty (30) days from the date of receipt in which to determine whether the manuscript contains subject matter for which patent protection should be sought prior to publication of such manuscript for the earlier purpose of its presentation or intended submission for publication. The submitting Party agrees, upon request by protecting an invention of commercial value to the other Responding Party, not or whether the manuscript contains confidential information belonging to submit the Responding Party or present any Publication until whether such disclosure implicates issues regarding compliance with applicable securities laws. After the other Party has had expiration of such thirty (30) days day period, if the Responding Party has not objected in writing, the Disclosing Party may submit such manuscript for publication and publish or otherwise disclose to comment the public such research results. If the Responding Party believes the subject matter of the manuscript contains confidential information or a patentable invention of commercial value to the Responding Party, then prior to the expiration of such thirty (30) day period, the Responding Party shall notify the Disclosing Party in writing of its determination. Upon receipt of such written notice from the Responding Party, the Disclosing Party shall delay public disclosure of such information or submission of the manuscript to permit preparation and filing of a patent application on any material in such Publicationthe disclosed subject matter. The submitting Disclosing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right thereafter be free to publish or present Ambrx’s Confidential Information disclose such manuscript, except that the Disclosing Party may not disclose any confidential information of the Responding Party in violation of this Section 8 without Ambrx’s the prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions consent of the other Party, Responding Party and the employees that no publication of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and a patentable invention shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in made until a patent application claimingcovering such invention has been filed. Determination of authorship for any manuscript shall be in accordance with accepted scientific practice. Should any questions on authorship arise, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and this will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.be
Appears in 3 contracts
Samples: Collaborative Development and Licensing Agreement (Signal Pharmaceuticals Inc), Collaborative Development and Licensing Agreement (Signal Pharmaceuticals Inc), Collaborative Development and Licensing Agreement (Signal Pharmaceuticals Inc)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other PartyParty and, in the case of publications by BN, approval (not to be unreasonably withheld) by BMS, except to the extent otherwise required by Applicable Law, in which case Section 12.3 11.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days [***] prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days [***] to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxBN’s Confidential Information without AmbrxBN’s prior written consent, and Ambrx BN shall not have the right to publish or present BMS’ ’s Confidential Information without BMS’ ’s prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 11.4 shall not limit and shall be subject to Section 12.511.5. Nothing contained in this Section 12.4 11.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a CompoundPROSTVAC, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof9. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will may be engaged in the future, to conduct Clinical Trials of Compounds and Productsthe Product. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided provided, that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 3 contracts
Samples: Option and License Agreement (Bavarian Nordic a/S / ADR), Option and License Agreement (Bavarian Nordic a/S / ADR), Option and License Agreement (Bavarian Nordic a/S / ADR)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engagedinvestigators, hospitals and will universities may be engaged in entrusted with the future, to conduct of Clinical Trials of Compounds the Product. Such independent investigators, hospitals and Products. The Parties recognize that such investigators universities are understood to operate in an academic environment and may shall be allowed to release information regarding such studies Clinical Trials of the Product in a manner consistent with academic standards; provided however, such Third Parties must be strictly monitored to prevent any adverse effect from premature publication or dissemination of results of the activities hereunder. All such publications and presentations shall be made in a manner and have content consistent with the publication strategy developed by the JSC (the “Publication Strategy”). The following shall apply with respect to any publications and presentations:
(a) either Party, its employees or consultants wishing to make a scientific or medical publication that contains Confidential Information of the other Party (the “Reviewing Party”) shall, to the extent practicable, deliver to the Reviewing Party a copy of the proposed written publication or an outline of an oral disclosure at least [*****] days prior to submission for publication or presentation;
(b) the Reviewing Party shall have the right to require a delay up to [*****] days in publication or presentation in order to enable Patent applications protecting each Party’s rights in such Confidential Information to be filed;
(c) each Party shall have the right to prohibit disclosure of any of its Confidential Information in any such proposed publication or presentation;
(d) each Party will use consider in good faith any reasonable efforts comments provided by the other Party with respect to prevent such publications or presentations;
(e) each Party will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publications; and
(f) Piramal shall have the right to prohibit any such publication prior or presentation by AC Immune in the event it is inconsistent with the Publication Strategy or Piramal’s commercial strategy with respect to the filing Product. Notwithstanding the foregoing, except with respect to including Compound structures in any patent filings, AC Immune shall not publish, present or otherwise disclose Compound structures until the earlier of relevant (i) publication by the patent applications and to ensure that no Confidential Information office of either Party is disclosedthe Patent on such Compound structure, (ii) [*****] months after the Effective Date, or (iii) upon mutual consent of both parties.
Appears in 3 contracts
Samples: License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days [***] prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days [***] to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxCytomX’s Confidential Information without AmbrxCytomX’s prior written consent, and Ambrx CytomX shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 3 contracts
Samples: Collaboration and License Agreement (CytomX Therapeutics, Inc.), Collaboration and License Agreement (CytomX Therapeutics, Inc.), Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Publications. Neither During the Agreement Term, the following restrictions shall apply with respect to disclosure by any Party of Confidential lnformation relating to the Product in any publication or presentation:
a) Both Parties acknowledge that it is their policy for the studies and results thereof to be registered and published in accordance with their internal guidelines. Roche, in accordance with its internal policies and procedures, shall publicly present have the right to publish all studies, clinical trials and results thereof on the clinical trial registries that are maintained by or on behalf of Roche provided that it does not include any lcagen Confidential lnformation (unless required by Applicable Law or regulatory compliance). lcagen shall not publish any studies, clinical trials or results of studies carried out under this Agreement thereof on its clinical trial registry.
b) A Party (each such presentation or publication a “PublicationPublishing Party”) without shall provide the other Party with a copy of any proposed publication or presentation at least [***] prior to submission for publication so as to provide such other Party with an opportunity for prior review to recommend any changes it reasonably believes are necessary to continue to maintain the Confidential lnformation disclosed by the other Party to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and if such other Party notifies (“Publishing Notice”) the Publishing Party in writing, within [***] after receipt of the copy of the proposed publication or presentation, that such publication or presentation in its reasonable judgment (i) contains an invention, solely or jointly conceived and/or reduced to practice by the other Party, except to the extent otherwise required by Applicable Law, in for which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the opportunity to review commercial value of any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request Confidential lnformation disclosed by the other Party to the Publishing Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Publishing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to prevent such publication or delay such Publication as necessary to enable publication for a mutually agreeable period of time. ln the Parties to file case of inventions, a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and delay shall be subject for a period reasonably sufficient to Section 12.5. Nothing contained in this Section 12.4 shall prohibit permit the inclusion timely preparation and filing of information in a patent application claimingapplication(s) on such invention, and in furtherance of, no event less than [***] from the manufacture, use, sale or formulation date of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedPublishing Notice.
Appears in 3 contracts
Samples: License Agreement (Avista Public Acquisition Corp. II), License Agreement (OmniAb, Inc.), License Agreement (Avista Public Acquisition Corp. II)
Publications. Neither Party shall publicly present The Parties acknowledge that scientific publications and presentations must be strictly monitored to prevent any adverse effect from premature publication or publish dissemination of results of studies carried out under this Agreement the activities hereunder. Each Party (each in such presentation or publication a capacity the “PublicationPublishing 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, Manufacture, use or Commercialization of a Licensed Product to the extent such results refer to, derive from or otherwise relate to the Licensed Intellectual Property (the “Covered Results”), without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments and approval of the other Party (in good faithsuch capacity, but will retain the sole authority “Non-Disclosing Party”), which approval shall not be unreasonably withheld; provided that it shall not be deemed unreasonable for CytomX to withhold its consent to any request by ImmunoGen to publish or disseminate Covered Results prior to the publication or dissemination of such Covered Results by CytomX. The Publishing Party shall submit to the manuscript Non-Disclosing Party for Publicationreview and approval any proposed academic, scientific and medical publication or public presentation which contains Covered Results or otherwise contains the Non-Disclosing Party’s Confidential Information; provided that the submitting foregoing requirement shall apply to CytomX only to the extent any such proposed publication or presentation would refer to, describe or otherwise disclose Confidential Information of ImmunoGen (including, without limitation, any non-public Licensed Intellectual Property). In addition, each Party agrees shall submit to delay the other Party for review and approval any proposed publication or public presentation relating to data generated under the Research Program. In both instances, such Publication as necessary review and approval will be conducted for the purposes of preserving the value of the Licensed Intellectual Property and determining whether any portion of the proposed publication or presentation containing the Non-Disclosing Party’s Confidential Information should be modified or deleted. Written copies of such proposed publication or presentation required to enable be submitted hereunder shall be submitted to the Parties to file a Patent if such Publication might adversely affect such PatentNon-Disclosing Party no later than [***] before submission for publication or presentation (the “Review Period”). The submitting Non-Disclosing Party shall provide the other Party a copy its comments with respect to such publications and presentations within [***] after its receipt of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior such written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partycopy, and the employees Publishing Party shall delete any Confidential Information of the other Party, in all publications as scientifically appropriateNon-Disclosing Party upon request. This Section 12.4 shall not limit and shall The Review Period may be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged extended for an additional [***] in the futureevent the Non-Disclosing Party can, to conduct Clinical Trials within [***] of Compounds receipt of the written copy, demonstrate reasonable need for such extension, including for the preparation and Productsfiling of patent applications. The Parties recognize that such investigators operate will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent any publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedgoverned by this Section 6.3.2.
Appears in 3 contracts
Samples: Research Collaboration Agreement (CytomX Therapeutics, Inc.), Research Collaboration Agreement (CytomX Therapeutics, Inc.), Research Collaboration Agreement (CytomX Therapeutics, Inc.)
Publications. Neither Each Party recognizes that the publication of papers regarding results of, and other information regarding, activities under this Agreement, including oral presentations and abstracts, may be beneficial to both Parties, provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any invention disclosures or draft Patent application until such Patent application has been filed. Accordingly, each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or have the right to review and approve any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Party, except including any oral presentation or abstract, that contains Clinical Data or pertains to the extent otherwise required by Applicable Lawresults of Clinical Studies, in which case Section 12.3 shall apply or other Development activities with respect to disclosures required by the SEC and/or New Collaboration Compounds or Products or that includes Confidential Information of the other Party. Before any such paper is submitted for regulatory filings. The submitting publication or an oral presentation is made, the publishing or presenting Party shall provide deliver a then-current copy of the paper or materials for oral presentation to the other Party the opportunity to review any proposed Publication at least thirty (30) [***] days prior to submitting the earlier of its presentation paper to a publisher or intended submission for publication. The submitting Party agrees, upon request by making the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publicationpresentation; provided that the submitting Parties may agree to a shorter period in exigent circumstances. The other Party agrees shall review any such paper and give its comments to delay the publishing Party within [***] days of the delivery of such Publication paper to the other Party. 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 necessary soon as practicable to enable the publishing or presenting Party with appropriate comments, if any, but in no event later than [***] days from the date of delivery to the other Party. Failure to respond within such [***] days shall be deemed approval to publish or present. If approval is not given or deemed given, either Party may refer the matter to the JRDI or applicable JDC, as applicable for resolution together with the reasons for withholding approval. If the JDC or JRDI, as applicable, does not resolve such dispute within [***] days, the publishing or presenting Party shall be entitled to publish such paper or make such presentation; provided that the publishing or presenting Party shall comply with the other Party’s request to delete references to such other Party’s Confidential Information in any such paper and will withhold publication of any such paper or any presentation of same for an additional [***] days in order to permit the Parties to file a obtain Patent protection if such Publication might adversely affect such Patenteither Party deems it necessary. The submitting Party Any publication shall provide the other Party a copy include recognition of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other PartyParty according to standard practice for assigning scientific credit, and the employees of the other Partyeither through authorship or acknowledgement, in all publications as scientifically may be appropriate. This Section 12.4 Each Party shall not limit use commercially reasonable efforts to cause investigators and shall be subject institutions participating in Clinical Studies with which it contracts, to Section 12.5. Nothing contained agree to terms substantially similar to those set forth in this Section 12.4 15.5, which efforts shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity satisfy such Party’s obligations under this Section 15.5 with respect to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedinstitutions.
Appears in 3 contracts
Samples: Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc)
Publications. (a) Neither Party shall publicly publish or present or publish the results of studies carried out under this Agreement (each such presentation or publication performed in connection with the Development of a “Publication”) Product without the opportunity for prior review by the other Party. Publication decisions regarding the results of studies performed in connection with Products shall be made by the JDC or USJCC, except to the extent otherwise required by Applicable Lawas appropriate, and, in which case Section 12.3 shall apply all cases, in accordance with both Parties’ corporate policies with respect to disclosures required by the SEC and/or for regulatory filingsdisclosure of clinical trial results. The submitting For clarity, BMS shall not use its final decision-making authority pursuant to Section 2.4(c) to withhold publication of negative clinical trial results where such decision would not be in accordance with both Parties’ corporate policy with respect to the disclosure of clinical trial results.
(b) Subject to paragraph (a) above and Section 10.3, each Party shall agrees to provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments disclosure which contains Confidential Information of the other Party in good faithand would or may constitute an oral, but will retain written or electronic public disclosure if made (including the sole authority full content of proposed abstracts, manuscripts or presentations), which relate to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission any Inventions, or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s which otherwise may contain Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, at least [****]* prior to its intended submission for publication and the employees of agrees, upon request, not to submit any such abstract or manuscript for publication until the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity period of time to review, comment upon and/or approve secure patent protection (or communicate to the information prosecuting Party that patent protection should be secured) for any material in such publication which it believes to be included prior to submission patentable. Both Parties understand that a reasonable commercial strategy may require delay of such patent application, where publication of * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the extent required by Article 9 hereofomitted portions.
10.1. Notwithstanding the foregoing, Any disputes between the Parties recognize that independent investigators have been engaged, and will be engaged in the future, regarding delaying a publication or presentation to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to permit the filing of relevant a patent applications and application shall be referred to ensure that no Confidential Information of either Party is disclosedthe JDC.
Appears in 3 contracts
Samples: Collaboration Agreement (PDL Biopharma, Inc.), Collaboration Agreement (Facet Biotech Corp), Collaboration Agreement (Facet Biotech Corp)
Publications. Neither Party The Parties agree that decisions regarding the timing and content of Publications shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except be subject to the extent otherwise required oversight and approval by Applicable LawMutual Consent of the JSC and neither Party nor its Affiliates shall have the right to make Publications pertaining to Agreement Compounds (other than Agios Reverted Compounds) or Targets except as provided herein. If a Party or its Affiliates desire to make a Publication, in which case Section 12.3 shall apply such Party must comply with respect to disclosures required by the SEC and/or for regulatory filings. following procedure:
(a) The submitting publishing Party shall provide the other JSC and the non-publishing Party with an advance copy of the opportunity to review any proposed Publication at least thirty (30) Publication, and the JSC, by Mutual Consent, shall then have [**] days prior to the earlier of its presentation or intended submission for publication. The submitting any Publication ([**] days in the case of an abstract or oral presentation) in which to determine whether the Publication meets the Publication Guidelines and may be published and under what conditions, including (i) delaying sufficiently long to permit the timely preparation and filing of a patent application or (ii) specifying changes the JSC reasonably believes are necessary to preserve any Patent Rights or Know-How belonging (whether through ownership or license, including under this Agreement) in whole or in part to the non-publishing Party.
(b) In addition, if the non-publishing Party agreesinforms the publishing Party that such Publication, upon request by in the other non-publishing Party’s reasonable judgment, discloses any Confidential Information of the non-publishing Party or could be expected to have a material adverse effect on any Know-How which is Confidential Information of the non-publishing Party, not to submit such Confidential Information or present any Publication until Know-How shall be deleted from the other Party has had thirty Publication.
(30c) days to comment on any material in such Publication. The submitting Each Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentits Publications approved pursuant to this Section 11.4 at scientific conferences, and Ambrx shall not have including at any conferences in any country in the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partyworld, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained any conditions imposed by the JSC in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. its approval.
(d) Notwithstanding the foregoing, the Parties recognize acknowledge that, to the extent that independent investigators any Publication relates to Agios Intellectual Property that is subject to the Existing Third Party Agreements, the parties to such Existing Third Party Agreements may have been engagedretained the right to publish certain information, and will be engaged nothing in this Section 11.4 is intended to restrict the futureexercise of such rights; provided that, to conduct Clinical Trials of Compounds the extent that Agios has the right to review and Products. The Parties recognize that comment on any such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior publications, Agios shall, to the filing extent permissible under such Existing Third Party Agreements, exercise such rights after consultation with Celgene.
(e) For purposes of relevant patent applications convenience, the JSC may by Mutual Consent delegate its responsibilities under this Section 11.4 to one or more representatives of Agios and to ensure that no Confidential Information of either Party is disclosedCelgene.
Appears in 2 contracts
Samples: Discovery and Development Collaboration and License Agreement (Agios Pharmaceuticals Inc), Discovery and Development Collaboration and License Agreement (Agios Pharmaceuticals Inc)
Publications. Neither Party nor its Affiliates shall publish or publicly present or publish disclose the results of studies carried out any of the Research and/or Development activities conducted by either Party under this Agreement (each such presentation under the ADA-SCID Program, or publication under a “Publication”) Collaboration Program, or under the jointly undertaken activities of a Research Program without the opportunity for prior written mutual consent of the JSC working through the JPS, except as expressly permitted in this Section 9.5 or otherwise in this Agreement. The Parties recognize that it may be useful or required to publish or publicly disclose the results of Research and Development work on Programs, and each Party (and its Affiliates and Sublicensees) shall be free to publish or publicly disclose such results, subject to the prior review by the other PartyJSC for patentability and protection of its Confidential Information as described in this Section 9.5. For TELETHON-HSR, except to the extent otherwise required publication right conveyed by Applicable Law, in which case Section 12.3 the preceding sentence shall apply with respect solely to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days Vectors or Products prior to the earlier exercise of an Option by GSK to the relevant Collaboration Program, if approved by JSC, such approval not to be unreasonably withheld or delayed. The Party that desires to publish results hereunder shall provide to the JSC and JPS a copy of such proposed abstract, manuscript, or presentation no less than [***] prior to its presentation or intended submission for publication. The submitting JSC shall respond in writing promptly and in no event later than [***] after receipt of the proposed material, with one or more of the following: (i) comments on the proposed material, which the publishing Party agreesmust consider in good faith, (ii) a specific statement of concern, based upon request by the need to seek patent protection, or to block publication if the JSC determines that the proposed disclosure is intellectual property that should be maintained as a trade secret to protect a Vector or Product or any Research and/or Development activities conducted under this Agreement, or (iii) an identification of the other Party’s Confidential Information that is contained in the material reviewed. In the event of concern over patent protection or whether maintaining a trade secret would be a priority, the publishing Party agrees not to submit such publication or present any Publication to make such presentation that contains such information until the other Party has had thirty JSC through the JPS is given a reasonable period of time (30such period of time to be no more than [***]) days to comment on seek patent protection for any material in such Publicationpublication or presentation which it believes is patentable, or to resolve any other issues or to abandon such proposed publication if the JSC reasonably determines in good faith that maintaining such information as a trade secret is a commercially-reasonable priority. The submitting Any Confidential Information of such other Party shall consider be removed. Furthermore, with respect to any proposed abstracts, manuscripts or summaries of presentations by investigators or other Third Parties, such materials shall be subject to review under this Section 9.5 to the comments extent that GSK or TELETHON-HSR (as the case may be) has the right to do so. For clarity, (a) prior to the exercise of the other Party relevant Option to a given Collaboration Program by GSK, any proposed publication by TELETHON-HSR relating to a Collaboration Program or any Vectors shall be subject to review by the JSC in good faithaccordance with the terms of this Section 9.5, but will retain after the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy expiration of the Publication at relevant Option without exercise by GSK or after the time termination of a Program which then reverts to TELETHON-HSR, TELETHON-HSR shall then be free to publish or publicly disclose any results that relate to any Vectors or TELETHON-HSR Products in such Collaboration Program or TELETHON-HSR Development Program without any review by the submission JSC under this Section 9.5, unless such proposed disclosure or presentation. Notwithstanding publication contains any Joint IP or GSK IP, in which case JSC shall have the foregoingright to review and approve such disclosure as stated under this Section 9.5 above, BMS and (b) after the exercise by GSK of its Option to a Program, except as required by law or securities regulations, TELETHON-HSR shall not have the right to publish make any publication relating to such Collaboration Program or present Ambrx’s Confidential Information any Vectors or Products or GSK Development Vectors or GSK Products without Ambrx’s the prior written consentconsent of the JSC, which is not to be unreasonably withheld, and Ambrx GSK shall not have the right to publish make any such publication relating to such Collaboration Program or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be any Vectors or GSK Development Vectors or Products or GSK Products subject to Section 12.5. Nothing contained in review by the JSC under this Section 12.4 9.5. Such review will not take longer than 15 Calendar Days. Notwithstanding the above, if TELETHON-HSR seeks to publish any publication regarding the ADA-SCID Program, it shall prohibit the inclusion provide GSK with an advance copy of information in a patent application claimingsuch publication and obtain GSK’s prior consent before publication, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party which is given a reasonable opportunity to review, comment upon and/or approve the information not to be included prior to submission of such patent application, where and to the extent required by Article 9 hereofunreasonably withheld. Notwithstanding the foregoing, to the Parties recognize that independent investigators have extent information regarding this Agreement under the ADA-SCID Program, or under a Collaboration Program, or under the jointly undertaken activities of a Research Program has already been engagedevaluated by the JPS and JSC and disclosed, and TELETHON-HSR will be engaged in free to disclose the futuresame information to the public without the consent of the other Party. For the avoidance of doubt, any substantive changes to conduct Clinical Trials a proposed disclosure, such as the inclusion of Compounds new data or analysis that was not previously approved by the JSC through the JPS, must be submitted to and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication approved by the JPS prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedits disclosure.
Appears in 2 contracts
Samples: Research and Development Collaboration and License Agreement (Orchard Rx LTD), Research and Development Collaboration and License Agreement (Orchard Rx LTD)
Publications. Neither (a) Each party 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 7.1(b), if a party wishes to make a publication containing (i) any CBLI Intellectual Property or subject of CBLI Patent Rights, or (ii) any GPI Intellectual Property or subject of GPI Patent Rights, the party disclosing or submitting such proposed publication (“Submitting Party”) shall send the other party (“Responding Party”) by expedited delivery a copy of the proposed publication to be submitted and shall allow the Responding Party a reasonable time period (but no 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 Confidential Information of the Responding Party. Following the expiration of applicable time period for review, the Submitting Party shall publicly present be free to submit such proposed publication for publication and publish or publish results otherwise disclose to the public such scientific or clinical results, subject to the procedures set forth in Section 7.2(b).
(b) If the Responding Party believes that the subject matter of studies carried out under this Agreement (each such presentation the proposed publication contains Confidential Information or publication a “Publication”) without patentable invention of the opportunity for prior review by the other Responding Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days then prior to the earlier expiration of the applicable time period for review, the Responding Party shall notify the Submitting Party in writing of its presentation determination that such proposed publication contains such information or intended submission subject matter for publicationwhich patent protection should be sought. The submitting Party agrees, upon request by On receipt of such written notice from the other Responding Party, not to submit the Submitting Party shall delay public disclosure of such information or present any Publication until submission of the other Party has had thirty proposed publication for an additional period of ninety (3090) days to comment permit preparation and filing of a patent application on any material in such Publicationthe disclosed subject matter. The submitting Submitting Party shall consider thereafter be free to publish or disclose such information, except that the comments Submitting Party may not disclose any Confidential Information of the other Responding Party in good faith, but will retain the sole authority to submit the manuscript for Publicationviolation of Sections 7.1 and 7.2; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party parties shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure provide scientifically meaningful equivalent information that no is not Confidential Information of either Party is disclosedfor use in such disclosure.
Appears in 2 contracts
Samples: License Agreement (Cleveland Biolabs Inc), Assignment Agreement (Cleveland Biolabs Inc)
Publications. Neither Either Party shall publicly present may, with the prior written consent of the other Party, such consent not to be unreasonably withheld or publish delayed, carry out a “Publication Activity,” including, but not limited to, publishing or presenting at any symposia, national, international or regional professional meeting or in any journal, thesis, dissertation, newspaper or otherwise of its own choosing, the findings, methods and results of studies derived from work carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filingsAgreement.
1. The submitting Publishing Party intending to carry out a Publication Activity shall provide the other Party any such proposed publication or presentation in advance of the opportunity submission of such proposed activity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation a journal, editor, or intended submission for publicationother Third Party. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had having received such proposed publication shall have thirty (30) days to comment on identify any material in such PublicationConfidential Information or potentially patentable subject matter that needs protection and to provide written comments to the Publishing Party.
2. The submitting If no objection is made to the proposed publication or presentation within the stipulated time, the Publishing Party shall consider be free to proceed with the comments of publication or presentation. In accordance with scientific custom, each Party shall ensure that due acknowledgement and credit is given to the other Party in good faithand its relevant staff members who contributed towards the work and the development of any IP that are the subject of the publication or presentation.
3. Confidential Information identified by the non-publishing Party shall be deleted from the proposed publication or presentation, but will retain unless the sole authority to submit the manuscript for Publication; provided non-publishing Party agrees that the submitting Confidential Information is not Intellectual Property and potentially patentable information, as set forth in Section 5 above.
4. In the event that the non-publishing Party objects to any such publication or presentation on the basis that the same would disclose patentable information, the Publishing Party agrees to either change the presentation or publication or to delay such Publication as necessary up to enable a maximum of thirty (30) days to allow for one or both of the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of any relevant patent applications and with respect to ensure that no Confidential Information of either Party is disclosedthe patentable subject matter contained in the proposed publication or presentation.
Appears in 2 contracts
Samples: Licensing Agreement, Licensing Agreement (Nuvilex, Inc.)
Publications. (a) Subject to the International Committee of Medical Journal Editors (“ICMJE”) Uniform Requirements for Manuscripts Submitted to Biomedical Journals and applicable legal requirements, the JDC (with approval of the JSC) will determine the overall strategy for publishing and presenting results of studies pertaining to the Products and the JDC shall approve all publications in the Territory prior to publication.
(b) Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Lawapplicable laws or regulations, in which case Section 12.3 12.4(c) shall apply with respect to disclosures required by the SEC and/or applicable securities laws and Section 12.3(b) shall apply with respect to disclosures required for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain and no Publication shall be submitted for publication without the sole authority to submit approval of the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such PatentJDC or JCC. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS AstraZeneca shall not have the right to publish or present AmbrxFibroGen’s Confidential Information without AmbrxFibroGen’s prior written consent, and Ambrx FibroGen shall not have the right to publish or present BMS’ AstraZeneca’s Confidential Information without BMS’ AstraZeneca’s prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement, License, Development and Commercialization Agreement (Fibrogen Inc)
Publications. Neither Party shall publicly present or publish Each party to this AGREEMENT recognizes that the publication of papers containing results of studies carried out under this Agreement and other information regarding development of LICENSED PRODUCTS (each except as provided hereinafter), including oral presentations and abstracts, may be beneficial to both parties provided such presentation publications are subject to reasonable controls to protect CONFIDENTIAL INFORMATION. In particular, it is the intent of the parties to maintain the confidentiality of any CONFIDENTIAL INFORMATION included in any United States or foreign application until such United States or foreign patent application has been published. Accordingly, the other party shall have the right and obligation to review and approve any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Partyparty, except including oral presentations and abstracts. Before either party may submit any paper, oral presentation or abstract for publication, the party proposing publication shall deliver a complete copy of such materials to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect other party at least forty five (45) days prior to disclosures required by submitting the SEC and/or paper to a publisher or the date set for regulatory filingspresentation. The submitting Party other party shall provide the other Party the opportunity to review any proposed Publication at least such paper and give its comments to the publishing party within thirty (30) days prior of the delivery of such paper to the earlier of its other party. With respect to oral presentation or intended submission for publication. The submitting Party agreesmaterials, upon request by the other Partyparty shall make reasonable efforts to expedite review of such materials, not and shall return such items as soon as practicable to submit or present any Publication until the other Party has had publishing party with appropriate comments, if any, but in no event later than thirty (30) days from the date of delivery to comment on any material 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 such Publicationno event later than ten (10) days from the date of delivery to the other party. The submitting Party publishing party shall consider the comments of comply with the other Party party’s request to delete references to the non-publishing party’s CONFIDENTIAL INFORMATION in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay any such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the paper or other Party a copy of the Publication at the time of the submission or presentationmaterials. Notwithstanding anything to the foregoingcontrary in this AGREEMENT, BMS neither party shall not have the right to publish or present Ambrx’s Confidential Information in any form any CONFIDENTIAL INFORMATION of the other party without Ambrxsuch other party’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.)
Publications. Neither Party shall publicly present or publish results The Parties acknowledge that scientific lead time is a key element of studies carried out the value of the collaboration under this Agreement (each and further agree to use Diligent Efforts to control public scientific disclosures of the results of the Development activities under this Agreement to prevent any potential adverse effect of any premature public disclosure of such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filingsresults. The submitting Parties shall establish a procedure for publication review and each Party shall provide first submit to the other Party through the opportunity Joint Patent Subcommittee an early draft of all such publications, whether they are to review any proposed Publication be presented orally or in written form, at least thirty (30) [...***...] days prior to the earlier of its presentation or intended submission for publication. The submitting Each Party agreesshall review such proposed publication in order to avoid the unauthorized disclosure of a Party’s Confidential Information and to preserve the patentability of inventions arising from the collaboration. If, upon request by the other as soon as reasonably possible, but no longer than [...***...] days following receipt of an advance copy of a Party’s proposed publication, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in informs such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s its proposed publication contains Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, then such Party shall delete such Confidential Information from its proposed publication. In addition, if at any time during such [...***...] day period, the other Party informs such Party that its proposed publication discloses inventions made by either Party in the course of the collaboration under this Agreement that have not yet been protected through the filing of patent application, or the public disclosure of such proposed publication could be expected to have a material adverse effect on any Patent Rights or Know-How solely owned or Controlled by such other Party, then such Party shall either (a) delay such proposed publication, for up to [...***...] days from the date the other Party informed such party of its objection to the proposed publication, to permit the timely preparation and first filing of patent application(s) on the employees information involved or (b) remove the identified disclosures prior to publication. The Parties agree that all publications of results of the Development activities by either Party shall acknowledge the contribution of the other Party, in all publications its Affiliates, Parent Companies and Third Party collaborators, as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the futureapplicable, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedresults.
Appears in 2 contracts
Samples: Product Development and Commercialization Agreement (Regulus Therapeutics Inc.), Product Development and Commercialization Agreement (Regulus Therapeutics Inc.)
Publications. Neither During the Term, each Party will submit to the other Party for review and approval (such approval not to be unreasonably withheld, delayed or conditioned) any proposed publication or public presentation proposed by a Party or its Affiliates or any of their respective Representatives that relates to the activities conducted under this Agreement, including the Research and Development Plan ; provided that notwithstanding the requirement for approval (a) neither Party shall publicly present be prevented from submitting any publication or publish results making a presentation in respect of studies carried out a Clinical Trial for which the Party is either the IND holder or the Lead Development Party to the extent such publication or presentation is required under this Agreement (each applicable Law or such presentation or Party’s internal publication a “Publication”) without the opportunity for prior review by policies, but such publishing Party shall not disclose the other Party, except to the extent otherwise required by Applicable Law, ’s confidential information in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agreestechnology and Intellectual Property Rights, upon request by the other Party, not to submit or present and shall take on board and reasonably consider any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments reasonable requests of the other Party in good faithwith respect to such proposed publication or presentation; (b) the Party whose approval is sought shall not unreasonably withhold or condition such approval; and (c) nothing shall prohibit a Party from making any press release or statement where required pursuant to applicable Law or stock exchange rule, but will retain the sole authority subject to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting publishing Party shall provide take on board and reasonably consider any reasonable requests of the other Party a copy of the Publication at the time of the submission with respect to such proposed publication or presentation. Notwithstanding Each Party’s review and approval will be conducted only for the foregoingpurposes of identifying if confidential information should be modified or deleted so as to preserve the value of the technology owned by such Party or its Affiliates and the rights granted to each Party hereunder. Written copies of such proposed publication or presentation required to be submitted hereunder will be submitted as soon as practically possible before submission for publication or presentation (the “Review Period”). The reviewing Party will provide its comments with respect to such publications and presentations within 7 Business Days of its receipt of such written copy. The Review Period may be extended for an additional 10 Business Days in the event a Party can, BMS shall not have within 7 Business Days of receipt of the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentcopy, demonstrate reasonable need for such extension including for the preparation and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consentfiling of patent applications. Each Party agrees to acknowledge the contributions will comply with standard academic practice regarding authorship of the scientific publications and recognition of contribution of other Party, and the employees of the other Party, parties in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in any publication governed by this Section 12.4 shall prohibit the inclusion 11.5.2, including International Committee of information in a patent application claiming, Medical Journal Editors standards regarding authorship and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedcontributions.
Appears in 2 contracts
Samples: Collaboration Agreement, Collaboration Agreement (BioNTech SE)
Publications. (a) Neither Party shall publicly present or publish results of studies with respect to a Compound or Product carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or or for regulatory filings. The Moreover (i) except as required by Applicable Law, Lyell shall not issue a Publication with respect to Active GSK Programs except with respect to the exercise of reasonable and customary rights of academic or research institutions performing activities in connection with an Active GSK Program, in which case Lyell shall obtain review rights for the benefit of GSK (directly or indirectly through Lyell); and (ii) with respect to Publications proposed by GSK, Lyell’s right to comment shall be limited to disclosures relating to the Lyell Technology included within the Collaboration Program and Lyell’s Confidential Information.
(b) Without amending the restrictions set forth in Section 12.4(a), the submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days [*] prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days [*] to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS GSK shall not have the right to publish or present AmbrxLyell’s Confidential Information without AmbrxLyell’s prior written consent, and Ambrx Lyell shall not have the right to publish or present BMS’ GSK’s Confidential Information without BMS’ GSK’s prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. .
(c) Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a CompoundCompound or Product, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 and Section 12.2 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials or other studies of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such Clinical Trials or studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Lyell Immunopharma, Inc.), Collaboration and License Agreement (Lyell Immunopharma, Inc.)
Publications. (a) Subject to the International Committee of Medical Journal Editors (“ICMJE”) Uniform Requirements for Manuscripts Submitted to Biomedical Journals and applicable legal requirements, the JDC (with approval of the JSC) will determine the overall strategy for publishing and presenting results of studies pertaining to the Products and the JDC shall approve all publications in the Territory prior to publication.
(b) Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Lawapplicable laws or regulations, in which case Section 12.3 12.4(c) shall apply with respect to disclosures required by the SEC and/or applicable securities laws and Section 12.3(b) shall apply with respect to disclosures required for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain and no Publication shall be submitted for publication without the sole authority to submit approval of the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such PatentJDC or JCC. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS AstraZeneca shall not have the right to publish or present AmbrxFibroGen’s Confidential Information without AmbrxFibroGen’s prior written consent, and Ambrx FibroGen shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.or
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Fibrogen Inc), License, Development and Commercialization Agreement (Fibrogen Inc)
Publications. Neither (a) A Party shall publicly seeking to publish or present scientific or publish technical data, results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply information with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party Compound or any Licensed Product (the “Publishing Party”) shall provide the other Party and (if the JDC remains in place) the JDC with a copy of any proposed publication or presentation at least [**] (or at least [**] in the case of abstracts or oral presentations) prior to submission for publication by the Publishing Party or its Affiliates so as to provide such other Party with an opportunity to review recommend any proposed Publication at least thirty (30) days prior changes it reasonably believes are necessary to continue to maintain the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request Confidential Information disclosed by the other Party, not Party to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Publishing Party in good faith, but will retain accordance with the sole authority requirements of this Agreement or to submit not jeopardize the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy patentability of the Publication at the time of the submission any results or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that data.
(b) If the non-filing Publishing Party is given a reasonable opportunity to reviewnotifies the Publishing Party that such publication or presentation, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the futurenon-Publishing Party’s reasonable judgment, (i) contains an invention for which such Party desires to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant obtain patent applications and to ensure that no protection, or (ii) contains any Confidential Information of either such Party, or could be expected to have an adverse effect on the commercial value of any Confidential Information disclosed by such Party to the Publishing Party, the Publishing Party shall delete such Confidential Information from the proposed publication or presentation and shall further delay such publication or presentation for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on any invention disclosed in such publication or presentation (but no less than [**] from the date of the non-Publishing Party’s notice thereof).
(c) For as long as the JCC remains in place, the JCC shall be responsible for overseeing and facilitating the Parties’ communications and activities with respect to publications and presentations under this Section 10.5, and for serving as the initial forum for resolving any disputes (in accordance with Section 2.2(c)) between the Parties arising under this Section 10.5, with any unresolved disputes being escalated to the JSC and, if unresolved by the JSC, to the Executive Officers for resolution pursuant to Section 13.1. If the JCC is discloseddissolved, the JSC shall be responsible for overseeing and facilitating such communications and activities between the Parties, and for serving as the initial forum for resolving any disputes that may arise between the Parties under this Section 10.5.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Lexicon Pharmaceuticals, Inc.), License and Collaboration Agreement (Lexicon Pharmaceuticals, Inc./De)
Publications. Neither Party shall Each party reserves the right to publish or publicly present or publish the results of studies carried out under this Agreement its own development activities in respect of the Licensed Products (each such presentation the “Results”). The party proposing to publish or publication a publicly present the Results (the “Publicationpublishing party”) without the opportunity for prior review by will, however, submit a draft of any proposed manuscript, abstract, speech, transparencies, presentation materials and press releases to the other Party, except to party (the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or “non-publishing party”) for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication comments at least thirty (30) days prior to the earlier of its presentation or intended submission for publicationpublication or oral presentation, except, in the case of press releases, where applicable law, in the reasonable opinion of the publishing party, requires such press release to be issued within time constraints which would make such review impractical. The submitting Party agrees, upon request by non-publishing party shall notify the other Party, not to submit or present any Publication until the other Party has had publishing party in writing within thirty (30) days to comment on any material in of receipt of such Publication. The submitting Party shall consider the comments draft whether such draft contains Information (as hereinafter defined) of the other Party in good faithnon-publishing party which it considers to be confidential under the provisions of Article 13 hereof, but will retain or information that if published would have an adverse effect on a patent application for which non-publishing party has initial patent prosecution responsibility pursuant to Article 8 of this Agreement. In the sole authority to submit latter case, the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party non-publishing party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential request a delay and the publishing party shall delay such publication for a period not exceeding sixty (60) days. 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. The publishing party shall have the final authority to determine the scope and content of any publication, provided that such authority shall be exercised with reasonable regard for the interests of the non-publishing party, except that no publication will contain any Information disclosed by the non-publishing party to the publishing party without Ambrxthe non-publishing party’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consentpermission. Each Party agrees party shall cause its Affiliates, licensees or sublicensees, as the case may be, to acknowledge comply with the contributions requirements of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion 7.5 with respect to any of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedtheir proposed publications.
Appears in 2 contracts
Samples: License Agreement (Pharmasset Inc), License Agreement (Pharmasset Inc)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have Each party reserves the right to publish or publicly present Ambrx’s Confidential the results of its own development activities in respect of the Licensed Products (the “Results”). The party proposing to publish or publicly present the Results (the “publishing party”) will, however, submit a draft of any proposed manuscript, abstract, speech, transparencies, presentation materials and press releases to the other party (the “non-publishing party”) for comments at least fifteen (15) days prior to submission for publication or oral presentation, except, in the case of press releases, where applicable law, in the reasonable opinion of the publishing party, requires such press release to be issued within time constraints which would make such review impractical. The non-publishing party shall notify the publishing party in writing within fifteen (15) days of receipt of such draft whether such draft contains Information without Ambrx’s prior written consent(as hereinafter defined) of the non-publishing party which it considers to be confidential under the provisions of Article 13 hereof, and Ambrx or information that if published would have an adverse effect on a patent application for which the non-publishing party has initial patent prosecution responsibility pursuant to Article 8 of this Agreement. In the latter case, the non-publishing party shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, request a delay and the employees of the other Party, in all publications as scientifically appropriatepublishing party shall delay such publication for a period not exceeding sixty (60) days. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance ofIn any such notification, the manufacture, use, sale or formulation non-publishing party shall indicate with specificity its suggestions regarding the manner and degree to which the publishing party may disclose such information. The publishing party shall have the final authority to determine the scope and content of a Compoundany publication, provided that such authority shall be exercised with reasonable regard for the interests of the non-filing Party is given a reasonable opportunity to reviewpublishing party, comment upon and/or approve except that no publication will contain any information disclosed by the information to be included prior to submission of such patent application, where and non-publishing party to the extent required by Article 9 hereofpublishing party without the non-publishing party’s prior written permission. Notwithstanding Each party shall cause its Affiliates, licensees or sublicensees, as the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the futurecase may be, to conduct Clinical Trials comply with the requirements of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent this Section 7.5 with academic standards; provided that each Party will use reasonable efforts respect to prevent publication prior to the filing any of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedtheir proposed publications.
Appears in 2 contracts
Samples: License Agreement (Pharmasset Inc), License Agreement (Pharmasset Inc)
Publications. Neither Before the Degrader License Effective Date for any Collaboration Degrader Target Set, neither Party shall will publish, publicly present or publish results of studies carried out otherwise publicly disclose any paper, publication, oral presentation, abstract, poster, manuscript or other presentation relating to any activity or other matter under this Agreement (each such presentation or publication each, a “Publication”) relating to the applicable Collaboration Degrader Target Set, without the opportunity for prior review by the other Party’s prior written consent. Following the applicable Degrader License Effective Date, except Seagen shall be responsible for and control all Publications relating to the applicable Licensed Degrader Target Set and solely to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required permitted by the SEC and/or for regulatory filingsprior written consent of Seagen, Nurix shall have the right to make and disclose any such permitted Publications. The submitting To the extent a Party has a right pursuant to this Section 16.8 (Publications) to make a Publication, then the publishing Party (the “Publishing Party”) shall provide the other Party the (a “Reviewing Party”) an opportunity to review any proposed such Publication at least thirty (30) days prior to determine whether such Publication contains the Confidential Information of the Reviewing Party. The Publishing Party will deliver to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Reviewing Party a copy of the any such proposed Publication at the time or an outline of the submission proposed oral disclosure, together with any slides or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information materials to be included provided in connection with such oral disclosure (if any), at least [*] days prior to submission for publication or presentation for review by the Reviewing Party. The Reviewing Party will have the right, in its sole discretion, to: (a) require the removal of its Confidential Information from any such patent application, where and Publication by the Publishing Party or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the extent required by Article 9 hereof. Notwithstanding the foregoingReviewing Party requests such a delay, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Publishing Party will use reasonable efforts delay submission or presentation for a period of [*] days after its provision of the copy of the proposed Publication to prevent publication prior to the filing of relevant enable patent applications and to ensure that no Confidential Information of either Party is disclosedprotecting the Reviewing Party’s rights in such information.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Nurix Therapeutics, Inc.), Collaboration and License Agreement (Nurix Therapeutics, Inc.)
Publications. Neither (a) A Party shall publicly seeking to publish or present scientific or publish technical data, results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply information with respect to disclosures required by any Collaboration Compound or Licensed Product (the SEC and/or for regulatory filings. The submitting Party “Publishing Party”) shall provide the other Party and (if the JDC remains in place) the JDC with a copy of any proposed publication or presentation at least [**] days (or at least [**] days in the case of abstracts or oral presentations) prior to submission for publication by the Publishing Party or its Affiliates so as to provide such other Party with an opportunity to review recommend any proposed Publication at least thirty (30) days prior changes it reasonably believes are necessary to continue to maintain the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request Confidential Information disclosed by the other Party, not Party to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Publishing Party in good faith, but will retain accordance with the sole authority requirements of this Agreement or to submit not jeopardize the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy patentability of the Publication at the time of the submission any results or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that data.
(b) If the non-filing Publishing Party is given a reasonable opportunity to reviewnotifies the Publishing Party that such publication or presentation, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the futurenon-Publishing Party’s reasonable judgment, (i) contains an invention for which such Party desires to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant obtain patent applications and to ensure that no protection, or (ii) contains any Confidential Information of either such Party, or could be expected to have an adverse effect on the commercial value of any Confidential Information disclosed by such Party to the Publishing Party, the Publishing Party shall delete such Confidential Information from the proposed publication or presentation and shall further delay such publication or presentation for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on any invention disclosed in such publication or presentation (but no less than [**] days from the date of the non-Publishing Party’s notice thereof).
(c) For as long as the JDC remains in place, the JDC shall be responsible for overseeing and facilitating the Parties’ communications and activities with respect to publications and presentations under this Section 10.5, and for serving as the initial forum for resolving any disputes (in accordance with Section 2.2(c)) between the Parties arising under this Section 10.5, with any unresolved disputes being escalated to the JSC and, if unresolved by the JSC, to the Executive Officers for resolution pursuant to Section 13.1. If the JDC is discloseddissolved, the JSC shall be responsible for overseeing and facilitating such communications and activities between the Parties, and for serving as the initial forum for resolving any disputes that may arise between the Parties under this Section 10.5.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Merrimack Pharmaceuticals Inc), License and Collaboration Agreement (Merrimack Pharmaceuticals Inc)
Publications. Neither Party shall publicly present publish and/or make presentations (or publish results allow any Third Party to make any publication or presentation on its behalf) the subject matter of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except which directly relates to the extent otherwise required by Applicable LawField, in which case Section 12.3 shall apply with respect to disclosures Licensed Products or any activities a Party may perform as required by the SEC and/or for regulatory filingsExpanded Selecta Scope of Work, the Research Plan or this Agreement unless a Party complies in all respects with the provisions of this Section 21.9. The submitting Party wishing to publish and/or make presentations (the “Publishing Party”) shall provide deliver to the other Party (the opportunity “Non-Publishing Party”) copies of all articles and papers to review any proposed Publication be published, and reasonably detailed abstracts of presentations to be made, concerning such subject matter at least thirty (30) [***] days prior to the earlier anticipated submission or presentation date thereof. The Non-Publishing Party shall have [***] days after receipt of its said copies to approve such proposed publication or presentation or intended to object to such proposed publication or presentation because Confidential Information of the Non-Publishing Party is contained in the proposed publication or presentation or because such proposed publication or presentation would disclose Know-How or an Invention for which the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Non-Publishing Party has an actual or executory license or any other rights under this Agreement. In the event the Non-Publishing Party makes such objection, the Publishing Party shall (i) to the extent the proposed publication or presentation discloses Confidential Information of the Non-Publishing Party, delete such Confidential Information from the proposed publication or presentation, and (ii) in the event that any proposed publication or presentation discloses such Know-How or such an Invention, delay the proposed publication or presentation for a reasonable period of time (not to exceed [***] days) during which time the Party having responsibility therefor shall file a patent application in the appropriate jurisdiction(s) with respect to such Know-How or Inventions. If the Non-Publishing Party fails to approve or object to any proposed publication or presentation within the applicable [***] day period, then the Publishing Party shall be free to make the proposed publication or presentation. Expedited reviews for abstracts or poster presentations may be arranged if mutually agreeable to the Parties. Once publications have been reviewed by the Non-Publishing Party and have been approved for publication as provided herein, the same publications do not have to be provided again to the other Party for review for a later submission for publication. The submitting Publishing Party agrees, upon request will acknowledge the Non-Publishing Party’s contributions in any such publication or presentation unless otherwise instructed by the other Non-Publishing Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding Without limiting the foregoing, BMS Sanofi and its Affiliates and Sublicensees shall not have use the right name of “Massachusetts Institute of Technology”, “Lincoln Laboratory,” “Xxxxxxx and Women’s Hospital,” “Harvard University”, “The Immune Disease Institute”, “Children’s Hospital Boston” or any variation, adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents (collectively, “Associates,” or an individual related to publish a particular institution, an “Associate”), or present Ambrx’s Confidential Information any trademark owned by M.I.T., Brigham, Harvard, Institute or CMCC, or any terms of this Agreement in any promotional material or other public announcement or disclosure without Ambrx’s the prior written consentconsent of the applicable party, or in the case of the name of a Brigham Associate, the written consent of such Brigham Associate, which consent any party may withhold in its sole discretion. The preceding sentence notwithstanding, without the consent of M.I.T., Brigham, Harvard, Institute or CMCC, Sanofi may (i) make factual statements publicly while Sanofi has a sublicense under this Agreement from M.I.T., Brigham, Harvard, Institute and/or CMCC, as applicable, under one or more of the patents and/or patent applications comprising the PATENT RIGHTS, as such block capitalized terms are defined in the M.I.T. License Agreement; (ii) make factual statements publicly that one of its founders, Xxxxxx X. Xxxxxx, is a professor at M.I.T., and Ambrx shall not have the right to publish (iii) make disclosures or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent statements required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedlaw.
Appears in 2 contracts
Samples: License and Research Collaboration Agreement (Selecta Biosciences Inc), License and Research Collaboration Agreement (Selecta Biosciences Inc)
Publications. Neither ViroPharma and Schering each acknowledges and agree that, during the Option Period (and if Schering exercises the Option, the Negotiation Period), neither Party nor any of its Affiliates shall publicly present make any Public Presentation (as defined below) related to the Compound or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) the Products without the opportunity for prior review by written consent of the other Party, except which consent may be withheld for any reason by the Party. For purposes of this Article 5, the term “Public Presentation” shall mean any manuscript, abstracts or other forms of public presentation, including, without limitation, slides and texts of oral or other public presentations, and texts of any transmission through any electronic media, e.g. any computer access system such as the Internet, World Wide Web, etc. In the event either Party, its employees or consultants wish to make a Public Presentation which relates to the extent otherwise required by Applicable LawCompound and/or the Products, including, without limitation, any publication of data and information generated in which case Section 12.3 shall apply connection with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review Initial Studies, as well as any proposed Publication at least thirty (30) days prior pre-existing data or information related to the earlier of its presentation or intended submission for publication. The submitting Compound, the Party agrees, upon request by the other Party, not proposing such Public Presentation shall deliver to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication proposed Public Presentation for review at least sixty (60) days prior to its submission. The reviewing Party shall have the time right: to propose modifications to the Public Presentation; to prohibit the Public Presentation for patent reasons, trade secret reasons or business reasons; or to 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 up to ninety (90) days to enable patent applications protecting each Party’s rights in such information to be filed. If the reviewing Party requests modifications to the Public Presentation, the publishing Party shall edit such Public Presentation to prevent disclosure of the submission or presentationreviewing Party’s Confidential Information prior to its submission. If the reviewing Party prohibits publication, the publishing Party shall not publish the Public Presentation. Notwithstanding the foregoing, BMS this Section 5.2 shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and apply to the extent that any disclosures or submissions are required by Article 9 hereof. Notwithstanding the foregoingto be made pursuant to applicable laws or regulations, the Parties recognize that independent investigators have been engagedincluding, without limitation, SEC rules and will be engaged in the futureregulations, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standardsor any applicable NASDAQ rules or regulations; provided that each Party will use reasonable efforts to prevent publication prior ViroPharma shall provide Schering with advance written notice of such disclosure or submission so that Schering can review and comment on the proposed disclosure or submission, and shall seek confidential treatment of the proposed disclosure or submission to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedextent available.
Appears in 2 contracts
Samples: Option Agreement (Viropharma Inc), Option Agreement (Viropharma Inc)
Publications. Neither During the Term of the Agreement, the following restrictions shall apply with respect to disclosure by any Party shall publicly present of Information in any publication or publish results of studies carried out under this Agreement presentation (each such presentation or publication a collectively “PublicationPublications”):
(a) A Party (“Publishing Party”) without shall provide the other Party with a copy of any proposed Publication at least forty-five (45) days or less if agreed by both Parties prior to submission for publication so as to provide such other Party with an opportunity for prior review to recommend any changes it reasonably believes are necessary to continue to maintain the Information disclosed by the other Party to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and
(b) If such other Party notifies (“Notice”) the Publishing Party in writing, within forty-five (45) days of receipt of the copy of the proposed Publication, that such Publication in its reasonable judgment (i) contains an invention, solely or jointly conceived and/or reduced to practice by the other Party, except to the extent otherwise required by Applicable Law, in for which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the opportunity commercial value of any Information disclosed by the other Party to review any proposed Publication at least thirty the Publishing Party, the Publishing Party shall prevent such publication or delay such publication for a mutually agreeable period of time. In the case of inventions, a delay shall be for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on the Invention, and in no event less than one hundred and eighty (30180) days prior from the date of Notice. In the event the Parties do not agree as to the earlier of its presentation whether such Publication (i) contains an invention, solely or intended submission for publication. The submitting Party agrees, upon request jointly conceived and/or reduced to practice by the other Party, not or (ii) could be expected to submit or present have a material adverse effect on the commercial value of any Publication until Information disclosed by the other Party has had thirty (30) days to comment on any material in such Publication. The submitting the Publishing Party, either Party shall consider the comments of the other Party in good faith, but will retain the sole authority to may submit the manuscript for Publication; provided that matter to arbitration generally in accordance with the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy procedures set forth in Article 12 of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedAgreement.
Appears in 2 contracts
Samples: Development and License Agreement, Development and License Agreement (Trimeris Inc)
Publications. Neither (a) Each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without have the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity right to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to and comment on any material in such Publication. The submitting Party shall consider the comments of proposed for disclosure or publication by the other Party in good faithregarding results of and other information regarding the other Party’s Development activities with respect to [ * ], but will retain the sole authority to submit the whether by oral presentation, manuscript or abstract. Before any such material is submitted for Publication; provided that the submitting Party agrees to delay publication, or presentation of any such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting material is made, each Party shall provide deliver a complete copy of the material proposed for disclosure to the other Party at least three (3) weeks (for oral presentations or abstracts) or five (5) weeks (for manuscripts) prior to submitting the material to a copy of the Publication at the time of the submission publisher or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consentinitiating any other disclosure. Each Party agrees shall review any such material and give its comments to acknowledge the contributions other Party within two (2) weeks (for oral presentations or abstracts) or twenty (20) days (for manuscripts) of the receipt of such material. With respect to oral presentation materials and abstracts, each Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the other Party with appropriate comments, if any. Each Party shall comply with the other Party, ’s request to delete references to its Confidential Information in any such material and agrees to not make any submission for publication or other public disclosure in order not to jeopardize the employees patentability of any results or data for the other Party, purpose of preparing and filing appropriate patent applications as provided in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that 14.4(b).
(b) If the non-filing Publishing Party is given a reasonable opportunity to reviewnotifies the Publishing Party that such publication or presentation, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the futurenon-Publishing Party’s reasonable judgment, (i) contains an invention for which such Party desires to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant obtain patent applications and to ensure that no protection, (ii) contains any Confidential Information of either such Party, or (iii) could be expected to have an adverse effect on the commercial value of any Confidential Information disclosed by such Party is disclosedto the Publishing Party, the Publishing Party shall delete such Confidential Information from the proposed publication or presentation.
(c) For as long as the JDC or JCC remains in place, the JDC or JCC shall be responsible for overseeing and facilitating the Parties’ communications and activities with respect to publications and presentations under this Section, and for serving as the initial forum for resolving any disputes between the Parties arising under this Section.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Exelixis, Inc.), Collaboration and License Agreement (Exelixis, Inc.)
Publications. Neither Party shall The Parties recognize that it may be useful or required to publish or publicly present or publish disclose the results of studies carried out under this Agreement Research and Development work on Program DARTs and Licensed Products, and each Party (each and its Affiliates) shall be free to publish or publicly disclose such presentation or publication a “Publication”) without results, subject, in the opportunity for case of any such results containing Confidential Information of the other Party, to prior review by the other Party, except to the extent otherwise required by Applicable Law, Party for patentability and protection of its Confidential Information in which case accordance with this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings10.6. The submitting Party that desires to publish such results shall provide the other Party with a copy of the opportunity to review any applicable proposed Publication at least thirty (30) days abstract, manuscript, or presentation no less than *** prior to the earlier of its presentation or intended submission for publication. The submitting reviewing Party agreesshall respond in writing promptly and in no event later than *** after receipt of the proposed material with any concerns regarding patentability or protection of such reviewing Party’s Confidential Information. In the event of concern over patent protection, upon request by the other Party, publishing Party agrees not to submit such publication or present any Publication to make such presentation that contains such information until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing reviewing Party is given a reasonable opportunity period of time, and in no event less than ***, to reviewseek patent protection for any material in such publication or presentation which it believes is patentable. Subject to Section 10.2, comment upon and/or approve any Confidential Information of the information reviewing Party shall, if requested by the reviewing Party, be removed by the other Party; provided, however, that (a) Gilead as the publishing Party shall have no obligation to be included prior to submission remove any Confidential Information of such patent application, where and MacroGenics to the extent required by Article 9 hereof. Notwithstanding such Confidential Information is (i) described in clause (a) of the foregoing, second sentence of Section 10.1 or (ii) Know-How comprising the Parties recognize Joint IP that independent investigators have been engaged, relates to ***; and will be engaged in (b) Gilead as the future, to conduct Clinical Trials reviewing Party shall not unreasonably request removal of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no any Confidential Information of either Party Gilead to the extent such Confidential Information is disclosed(i) (x) MacroGenics Know-How described in clause (a) of the second sentence of Section 10.1 and (y) related to the *** Licensed Program or (ii) Know-How comprising the Joint IP that relates to ***.
Appears in 2 contracts
Samples: License Agreement (Macrogenics Inc), License Agreement (Macrogenics Inc)
Publications. (a) Subject to the International Committee of Medical Journal Editors (“ICMJE”) Uniform Requirements for Manuscripts Submitted to Biomedical Journals and applicable legal requirements, the China Committee (with approval of the JSC or its designee for such responsibility) will determine the overall strategy for publishing and presenting results of studies pertaining to the Products and the JSC or its designee shall approve all publications in the Territory prior to publication.
(b) Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Lawapplicable laws or regulations, in which case Section 12.3 12.3(c) shall apply with respect to disclosures required by the SEC and/or applicable securities laws and Section 12.2(b) shall apply with respect to disclosures required for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain faith and no Publication shall be submitted for publication without the sole authority to submit approval of the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such PatentJSC. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS AstraZeneca shall not have the right to publish or present AmbrxFibroGen China’s Confidential Information without AmbrxFibroGen China’s prior written consent, and Ambrx FibroGen China shall not have the right to publish or present BMS’ AstraZeneca’s Confidential Information without BMS’ AstraZeneca’s prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Fibrogen Inc), License, Development and Commercialization Agreement (Fibrogen Inc)
Publications. Neither Party shall publicly present Notwithstanding Sections 17.1 to 17.4, both Parties recognize that the publication or publish disclosure of papers, presentations, abstracts or any other written or oral presentations regarding results of studies carried out under this Agreement (each and other information regarding the MAGE-A4 Compounds, Enhanced MAGE-A4 Compounds, or Other MAGE-A4 Compounds, Licensed Products or Companion Diagnostics may be beneficial to both Parties, provided that such presentation publications or publication a “Publication”) without presentations are subject to reasonable controls to protect Confidential Information, the opportunity for prior review by patentability of inventions and other commercial considerations. Accordingly, the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 following shall apply with respect to disclosures required papers and presentations proposed for disclosure by either Party:
17.5.1 During the SEC and/or Pre-POC Term and, provided Immunocore has not issued a Co-Funding Withdrawal Notice, during the Term, the Parties shall agree the content of any such publication or disclosure of papers, presentations, abstracts or any other written or oral presentations;
17.5.2 In the event of Immunocore issuing a Co-Funding Withdrawal Notice, with respect to any paper or presentation proposed for regulatory filingsdisclosure by GNE which utilizes information generated by or on behalf of GNE in relation to Licensed Product, so long as such paper or presentation does not contain any Confidential Information of Immunocore (excluding Joint Foreground IP), GNE shall be free to make, publish and disclose such papers and presentations at its discretion. The submitting GNE shall acknowledge Immunocore, as appropriate, in any publication that discloses GNE’s use of the Licensed Products or the results of any Research Program. For clarity, GNE shall not be permitted to publish or otherwise disclose any Confidential Information of Immunocore (excluding Joint Foreground IP) except as may be expressly permitted pursuant to Section 16.2 or Section 16.3; and
17.5.3 With respect to any paper or presentation proposed for disclosure by a Party which includes Confidential Information of the other, that other Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish review and approve any such proposed paper or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx presentation. The publishing Party shall not have the right submit to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partythe proposed publication or presentation (including, without limitation, posters, slides, abstracts, manuscripts, marketing materials and the employees written descriptions of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication oral presentations) at least [***] prior to the filing date of relevant patent applications submission for publication or the date of presentation, whichever is earlier, of any of such submitted materials. The reviewing Party shall review such submitted materials and respond to ensure that no Immunocore as soon as reasonably possible, but in any case within [***] ([***] for abstracts) of receipt thereof. At the option of the reviewing Party, the publishing Party shall (a) delete from such proposed publication or presentation any Confidential Information of either the reviewing Party and/or (b) delay the date of such submission for publication or the date of such presentation for a period of time sufficiently long (but in no event longer than [***]) to permit the reviewing Party to seek appropriate patent protection. Once a publication has been approved by the reviewing Party, the publishing Party may make subsequent public disclosure of the contents of such publication without the further approval of the reviewing Party; provided, such content is disclosednot presented with any new data or information or conclusions and/or in a form or manner that materially alters the subject matter therein.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Immunocore LTD), License and Collaboration Agreement (Immunocore LTD)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, Law in which case Section 12.3 12.2(b) shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days [***] prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days [***] to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxAlder’s Confidential Information without AmbrxAlder’s prior written consent, and Ambrx Alder shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Licensed Compound, provided that provided, the non-filing Party is given a reasonable opportunity to review, comment upon and/or review and approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereofwhich approval shall not be unreasonably withheld. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Licensed Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. information regarding such studies in a manner consistent with academic standards; provided provided, that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Alder Biopharmaceuticals Inc), Collaboration and License Agreement (Alder Biopharmaceuticals Inc)
Publications. Neither Notwithstanding anything in this Agreement to the contrary, each Party shall publicly present or be permitted to publish the results of studies carried out under this Agreement (each such presentation the Program including Workplan Data that constitute the other Party’s or publication a “Publication”) without joint Confidential Information only with the opportunity for prior review by written consent of the other Party, except subject to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect 7.3 and Omega’s right to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier publish such results of its development under the applicable Non-Exclusive License agreement in accordance with Section 8.6 thereof. Either Party wishing to make a publication or public presentation or intended submission for publication. The submitting Party agrees, upon request by of Program results that contains the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments Confidential Information of the other Party in good faith, but will retain the sole authority deliver to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication any proposed written publication or presentation of Program results at the time of the least [***] ([***]) days prior to submission for publication or presentation. Notwithstanding the foregoing, BMS shall not Each Party will have the right to publish or present Ambrx’s (a) remove its Confidential Information without Ambrxfrom the other Party’s prior written consentproposed publications, (b) propose modifications to the publication or presentation for patent reasons, trade secret reasons or business reasons, which proposals the publishing Party will consider in good faith, and Ambrx shall not have (c) request a reasonable delay in publication or presentation in order to protect patentable information in accordance with Article 6. Following the right expiration of the applicable time period for review, the publishing Party will 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 7.6. If the nonpublishing Party provides written notice to the publishing Party requesting a delay pursuant to clause (iii) in this Section 7.6, the publishing Party will delay such submission or presentation for a period of an additional [***] ([***]) days to enable the nonpublishing Party to file patent applications on the disclosed subject matter. The publishing Party will thereafter be free to publish or present BMS’ disclose such information, except that subject to Section 7.3 the publishing Party may not disclose any Confidential Information without BMS’ of the nonpublishing Party. Expedited reviews for abstracts or poster presentations, or for other publications that may relate to potential patent applications, may be arranged only with the prior written consentconsent of both Parties. Each Party agrees to acknowledge Omega and Acuitas will each comply with standard academic practice regarding authorship of scientific publications and recognition of the contributions of other parties in any publications relating to studies conducted under the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedWorkplan.
Appears in 2 contracts
Samples: Development and Option Agreement (Omega Therapeutics, Inc.), Development and Option Agreement (Omega Therapeutics, Inc.)
Publications. (a) Neither Party shall publicly publish nor present or publish the results of the Research or development studies carried out under this Agreement (each on any Development Compound or Back-Up Compound until after completion of Phase I clinical development with respect thereto and then only with the prior written consent of the other Party. Subject to the foregoing and the restrictions provided below, either Party may publish or present the results of the Research or of development studies carried out by it on such presentation or publication a “Publication”) without Development Compound, subject to the opportunity for prior review by the other Party for patentability and protection of such other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings’s Confidential Information. The submitting Each Party shall provide to the other Party the opportunity to review any proposed Publication at least thirty abstracts, manuscripts or summaries of presentations that cover the results of the Research or of pre-Phase III clinical development of such Development Compound. Each Party shall designate a person who shall be responsible for approving such publications. Such designated person shall respond in writing promptly and in no event later than sixty (3060) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments after receipt of the other Party in good faithproposed material with either approval of the proposed material or a specific statement of concern, but will retain based upon either the sole authority need to submit seek patent protection or concern regarding competitive disadvantage arising from the manuscript for Publication; provided that proposal. In the event of concern, the submitting Party agrees not to delay submit such Publication as necessary publication or to enable the Parties to file a Patent if make such Publication might adversely affect presentation that contains such Patent. The submitting Party shall provide information until the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity period of time (not to reviewexceed one hundred twenty (120) days) to seek patent protection for any material in such publication or presentation which it believes is patentable or to resolve any other issues. This Section 9.2(a) shall cease to apply with respect to any Development Compound upon the commercial launch of a Licensed Product containing such Development Compound as an active ingredient. Furthermore, comment upon and/or approve the information with respect to any proposed abstracts, manuscripts or summaries of presentations by investigators or other Third Parties, such materials shall be included prior subject to submission of such patent application, where and review under this Section 9.2(a) to the extent required by Article 9 hereofthat Xx. Notwithstanding Xxxx or Targacept (as the foregoing, case may be) has the Parties recognize that independent investigators have been engaged, and will be engaged in the future, right to conduct Clinical Trials of Compounds and Products. The Parties recognize that do so.
(b) Each Party also agrees to delete from any such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent proposed publication prior to the filing of relevant patent applications and to ensure that no any Confidential Information of either the other Party is disclosedupon its reasonable request.
(c) In any publication permitted under this Section 9.2, each Party shall acknowledge its collaboration with the other Party under this Agreement.
Appears in 2 contracts
Samples: Collaborative Research, Development and License Agreement (Targacept Inc), Collaborative Research, Development and License Agreement (Targacept Inc)
Publications. Neither Party shall publicly present or publish results During the Term of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by Agreement, the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 following restrictions shall apply with respect to disclosures required disclosure by the SEC and/or for regulatory filings. The submitting Party either party of Information in any publication or presentation (collectively "Publications"):
(a) A party (“Publishing Party”) shall provide the other Party the opportunity to review party with a copy of any proposed Publication at least thirty (30) days or less if agreed by both parties prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request publication so as to provide such other party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Information disclosed by the other Partyparty to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and
(b) If such other party notifies ("Publication Notice") the Publishing Party in writing, not to submit or present any Publication until the other Party has had thirty within forty-five (3045) days to comment on any material in such Publication. The submitting Party shall consider the comments of receipt of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the proposed Publication, that such Publication at in its reasonable judgment (i) contains an invention or discovery owned by the time non-publishing party, or (ii) could be expected to have a material adverse effect on the commercial value of the submission Licensed Technology, the Publishing Party shall prevent such publication or presentationdelay such publication for a mutually agreeable period of time. In the case of inventions, a delay shall be for a period reasonably sufficient to permit the timely preparation and filing of a patent applications) on the Invention, and in no event more than ninety days from the date of Publication Notice. In the event the parties do not agree as to whether such Publication (i) contains an invention owned by the non-publishing party under Section 8, or (ii) could be expected to have a material adverse effect on the commercial value of Licensed Technology, either party may submit the matter to arbitration generally in accordance with the procedures set forth in Article 11 of this Agreement.
(c) Notwithstanding any term of this Section 7 to the foregoingcontrary, BMS CORIXA shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, for any reason and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts its sole discretion to prevent publication prior to the filing by INNEXUS of relevant patent applications and to ensure Information that no Confidential Information of either Party is disclosedconfidential under this Agreement.
Appears in 2 contracts
Samples: License Agreement (Innexus Biotechnology Inc), License Agreement (Innexus Biotechnology Inc)
Publications. Neither Party shall publicly present or Subject to Sections 7.1 and 7.2, in the event the Parties hereto wish to publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except any research papers relating to the extent otherwise required by Applicable LawProduct or the Development Activities, representatives of the Parties may be co-authors of such papers, subject to customary scientific practices; provided however, each Party's contribution to the research described in which case Section 12.3 shall apply with respect such papers will be acknowledged in all such papers, regardless of authorship. To afford each of the Parties PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY an opportunity to disclosures required by the SEC and/or for regulatory filings. The submitting determine that no Confidential Material of such Party shall is disclosed in any proposed publications, whether written or oral (including without limitation, presentations to a journal or editor or other written materials, abstracts, presentations to a seminar, meeting or other third party or any other oral disclosure or abstract) and that patent filings or other Intellectual Property Rights will not be jeopardized, and to keep each Party informed of upcoming disclosures, each Party will provide the other Party the opportunity to review with an advance copy of any proposed Publication publication or abstract relating to the Products at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included [**************] prior to submission of such patent applicationmanuscript or [**************] prior to presentation if such publication is to be made orally. At the non-publishing Party's request, where the publishing Party will delay submitting such manuscripts and will cooperate by making any such redactions or revisions to the extent required by Article 9 hereof. Notwithstanding proposed publications that will allow the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, non-publishing Party to conduct Clinical Trials of Compounds and Products. The Parties recognize that take such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts steps it deems necessary to prevent publication prior to the filing of relevant file patent applications or otherwise protect its Confidential Material and to ensure that no Confidential Information of either Party is disclosedIntellectual Property Rights.
Appears in 2 contracts
Samples: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.), Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)
Publications. Neither Party shall publish or publicly present or publish the results of studies carried out under this Agreement (each to the extent that such presentation publication or publication a “Publication”) without such results include information provided to the publishing or presenting Party by the other Party, unless and until the publishing or presenting Party shall have provided the other Party with the opportunity for prior review of such publication or results in accordance with the provisions set forth below in this Section 12.1. Notwithstanding the foregoing or any other provision to the contrary in this Section 12.1, Ipsen shall not publish or publicly present the results of studies carried out under this Agreement by Licensee, its Affiliates, Sublicensees or Contractors. For purposes of this Section 12.1, the term “Publication Eligible Material” shall mean any proposed abstracts, manuscripts or presentations (including verbal presentations) that (i) relate to any Licensed Product, (ii) are proposed to be published or publicly presented by either Party and (iii) contain information provided to the publishing or presenting Party by the other Party, except . Each Party agrees to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication Eligible Material that such Party proposes to publish or publicly present at least thirty (30) days [ ]* prior to the earlier of its presentation or their intended submission for publication. The submitting Party publication and agrees, upon request by the other Partyrequest, not to submit or publicly present any such Publication Eligible Material until the other Party has had thirty is given a reasonable period of time (30not to exceed [ ]*) days to comment on secure patent protection for any material in such Publicationpublication or presentation that is owned by the non-publishing Party (either individually or jointly with the publishing Party) and which the non-publishing Party believes to be patentable. The submitting Neither Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or publicly present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and each Party shall remove the employees Confidential Information of the other Party from any proposed publication or presentation upon request by such other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 12.1 shall prohibit the inclusion of information in necessary to file a patent application claimingwith a government authority, and in furtherance of, except for Confidential Information of the manufacture, use, sale or formulation of a Compoundnon-filing Party, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve review the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials clinical trials of Compounds and Licensed Products. The Parties recognize that such Such independent investigators are understood to operate in an academic environment and may shall be allowed to release information regarding such studies in a manner consistent with academic standards; provided . In the event that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedsubmits any manuscript or other publication relating to any Licensed Product, it will consider and acknowledge the contributions of the other Party, including, as appropriate, co-authorship. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 2 contracts
Samples: License Agreement (Rhythm Holding Company, LLC), License Agreement (Rhythm Holding Company, LLC)
Publications. Neither (a) Prior to public disclosure or submission for publication of a proposed publication or presentation describing the results of any scientific or clinical activity relating to a Licensed Product, the publishing Party shall publicly present send the non-publishing Party a copy of the proposed publication or publish results of studies carried out under this Agreement presentation to be submitted and shall allow the non-publishing Party a reasonable time period (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least but no less than thirty (30) 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 the non-publishing Party, or whether the proposed publication contains information that is reasonably likely to have a material adverse impact on the Development or Commercialization of such Licensed Product in the Territory or ROW, as applicable to the non-publishing Party. Following the expiration of applicable time period for review, the publishing Party shall be free to submit such proposed publication for publication and publish or otherwise disclose to the public such scientific or clinical results, subject to the procedures set forth in Section 11.3(b).
(b) If the non-publishing Party believes that the subject matter of the proposed publication contains Confidential Information or a patentable invention of the non-publishing Party, or information that is reasonably likely to have a material adverse impact on the Development or Commercialization of such Licensed Product, then prior to the earlier expiration of the applicable time period for review, the non-publishing Party shall notify the publishing Party in writing of its presentation determination that such proposed publication contains such information or intended subject matter for which patent protection should be sought. On receipt of such written notice from the non-publishing Party, the publishing Party shall delay public disclosure of such information or submission of the proposed publication for publicationan additional period of sixty (60) days (or such shorter period mutually agreed by the Parties) to permit preparation and filing of a patent application on the disclosed subject matter. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting publishing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right thereafter be free to publish or present Ambrx’s disclose such information, except that the publishing Party may not disclose any Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partynon-publishing Party in violation of Sections 11.1 and 11.2 hereof, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 publishing Party shall not limit discuss and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that agree with the non-filing publishing Party on the removal of information from such disclosure that is given reasonably likely to have a reasonable opportunity to review, comment upon and/or approve material adverse impact on the information to be included prior to submission Development or Commercialization of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged Licensed Product in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosednon-publishing Party’s territory.
Appears in 2 contracts
Samples: License Agreement (Catalyst Pharmaceutical Partners, Inc.), License Agreement (Catalyst Pharmaceutical Partners, Inc.)
Publications. 11.5.1 Neither Party shall publish, publicly present present, or publish results of studies carried out under this Agreement (each such presentation otherwise publicly disclose any materials that [***] or publication a “Publication”) pertain to [***], except in accordance with Section 11.5.2, without the opportunity prior written consent of the other Party, not to be unreasonably withheld, delayed, or conditioned. Each Party shall submit any such proposed publication or presentation to the other Party in accordance with Section 11.5.2.
11.5.2 Each Party shall have the right to review any paper proposed for prior review publication by the other Party, except including any oral presentation or abstract, that contains [***] or pertains to [***] or that includes [***]. Before any such paper is submitted for publication or an oral presentation is made, the publishing or presenting Party shall deliver a then-current copy of the paper or materials for oral presentation to the extent otherwise required other Party at least [***] days prior to submitting the paper to a publisher or making such other presentation or disclosure. The other Party shall review any such paper and give its comments to the publishing Party within [***] days of the delivery of such paper to the other Party. With respect to oral presentation materials, abstracts and the like, 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. Notwithstanding the foregoing, the publishing or presenting Party shall comply with the other Party’s request to delete references to such other Party’s Confidential Information in any such paper and will withhold publication of any such paper or any presentation of same for an additional [***] days in order to permit the Parties to obtain Patent protection if either Party reasonably deems it necessary. 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. Notwithstanding the foregoing, prior to the Option Exercise Date for a Collaboration Program, Denali shall have the sole right to [***], provided that Takeda shall have [***]. Notwithstanding Confidential 88 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. the foregoing it is understood that the requirements of this Section 11.5.2 are subject to and limited by Applicable Lawthe provisions of Sections 11.2.1 and 11.4 (i.e., in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agreesApplicable Law), upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentationand [***]. Notwithstanding the foregoing, BMS shall not following a Denali Worldwide Royalty Option exercise with respect to a Collaboration Program, Takeda will have the [***] right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent[***] or results of [***], and Ambrx provided that Denali shall not have the right to publish review and comment on any such publication or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications public presentation as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained provided in this Section 12.4 shall prohibit the inclusion 11.5.2. After release of information any publication or presentation by a Party in a patent application claimingaccordance with this Section 11.5.2, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing such Party is given a reasonable opportunity to review, comment upon and/or approve may further disclose the information contained in such publication or presentation without the need for further notice to be included prior to submission of such patent application, where and to or review by the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each other Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedunder this Section 11.5.2 or otherwise.
Appears in 2 contracts
Samples: Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)
Publications. Neither Party Subject to Section 12.6 and except as required pursuant to law or regulation, the following provisions shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except apply to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply Parties with respect to disclosures required by all publications, presentations and other public disseminations of any information relating to Products or to Development, manufacturing, or Commercialization performed pursuant to the SEC and/or for regulatory filings. Agreement:
(a) The submitting Party desiring to publish, present or otherwise publicly disseminate such information (the “Publishing Party”) shall provide the other Party the with a copy of any proposed publication, presentation or other public dissemination at least forty-five (45) days prior to submission for publication, presentation or other public dissemination so as to provide such other Party an opportunity to review recommend any proposed Publication at least changes it reasonably believes are necessary to preserve the Confidential Information belonging in whole or in part to such other Party or to preserve such other Party’s ability to obtain a patent or patents Covering any invention. The incorporation of such recommended changes shall not be unreasonably refused.
(b) If such other Party provides written notice (“Notice”) to the Publishing Party within thirty (30) days prior to of receipt of the earlier copy of its the proposed publication, presentation or intended submission other public dissemination that such publication, presentation or other public dissemination in its reasonable judgment (i) discloses information about an invention for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until which the other Party has had thirty desires patent protection or (30ii) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s discloses Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of Publishing Party shall prevent such publication or delay such publication, presentation or other dissemination until the Parties have agreed on mutually acceptable modifications thereto so as not to prejudice the other Party’s right to obtain a patent and not to disclose the other Party’s Confidential Information. In the case of inventions, in all publications as scientifically appropriate. This Section 12.4 shall not limit and a delay shall be subject for a period reasonably sufficient to Section 12.5. Nothing contained in this Section 12.4 shall prohibit permit the inclusion timely preparation and filing of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedapplication(s).
Appears in 2 contracts
Samples: License Agreement (King Pharmaceuticals Inc), License Agreement (Acura Pharmaceuticals, Inc)
Publications. Neither Party 6.1 COLLABORATOR may publish at any symposia, national, international or regional professional meeting or in any journal, thesis, dissertation, newspaper or otherwise of its own choosing, the findings, methods and Results derived from the Project, but always subject to due observance of this Clause 6. D3 shall publicly present not publish, or publish results of studies carried out under permit the publication of, any findings, methods, Data and/or Specific Know-How derived from the Project or in connection with this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other PartyAgreement, except that D3 may release a public announcement solely to the extent otherwise required that the contents of such public announcement are consistent with a previous publication of information by Applicable LawCOLLABORATOR hereunder, provided that such information remains accurate as of such time, but always subject to due observance of this Clause 6.
6.2 The Party intending to make the publication in accordance with this Clause 6 (“the Publishing Party”) shall furnish the other Party (“the Other Party”) copies of such proposed publication or presentation in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. The Other Party shall within fourteen (14) days of receipt of the proposed publication or presentation forward its written objections to the same either because there is patentable subject matter that needs protection and/or there is Confidential Information (as defined In Clause 1 herein) or patentable information of the Other Party contained in the proposed publication or presentation. If no objection is made to the proposed publication or presentation within the stipulated time, the Publishing Party shall be free to proceed with the publication or presentation.
6.3 Confidential Information identified by the Other Party, which is governed by Clause 7, shall be deleted from the proposed publication or presentation unless the Other Party considers the Confidential Information to be patentable information, in which case Section 12.3 shall apply with respect it will be treated as set forth in the following sub-Clause.
6.4 In the event that the Other Party objects to disclosures required by any such publication or presentation on the SEC and/or for regulatory filings. The submitting basis that the same would disclose patentable information belonging to the Other Party, the Publishing Party shall provide the other Party the opportunity to review any proposed Publication at least thirty refrain from making such publication or presentation for a further period of sixty (3060) days prior from date of receipt of such objection in order for the relevant patent application(s) to be filed.
6.5 Each Party shall, in any publications it makes in relation to the earlier of its presentation or intended submission for publication. The submitting Party agreesProject in accordance with this Clause 6, upon request by acknowledge the other Party, not ’s contributions to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, Project and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators must have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedat least one author from D3.
Appears in 2 contracts
Samples: Research Collaboration Agreement, Research Collaboration Agreement (Visterra, Inc.)
Publications. Neither Each Party shall publicly present or publish recognizes that the publication of papers regarding results of and other information regarding activities under this Agreement may be beneficial to both Parties; provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any patent application until such Patent application has been filed. Accordingly, (a) except as set in the attached Exhibit G, which Exhibit G sets forth all draft papers pending publication as of the Effective Date, Licensee shall have the right to review and approve, and (b) POZEN shall have the right to review and comment on, any paper proposed for publication by the other Party or any of its Affiliates (including any oral presentation or abstract) that contains clinical data or pertains to results of pre-approval clinical studies, Phase 4 Trials, Post-Approval Commitments or other clinical studies carried out with respect to the Licensed Products or includes other data generated under this Agreement (each such presentation or publication a “Publication”). Prior to disclosing any such Publication, the publishing or presenting Party (or its applicable Affiliate) without shall deliver a complete copy of the opportunity paper or materials for prior review by the other Party, except oral presentation to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) calendar days prior to disclosing the earlier of its presentation or intended submission for publicationPublication. The submitting other Party agreesshall review any such Publication and give its comments, upon request by if any, (and, in the case of Licensee as the reviewing Party, notify POZEN whether or not it is granting its approval) to the publishing Party within fifteen (15) calendar days of the delivery of such paper to the other Party. With respect to oral presentation materials and abstracts, not the reviewing Party shall make reasonable efforts to submit 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 fifteen (15) calendar days from the date of delivery to the reviewing Party. Failure by the reviewing Party to respond within such fifteen (15) calendar days shall be deemed approval to publish or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publicationpresent. The submitting publishing or presenting Party (or its applicable Affiliate) shall consider the comments of the other Party in good faithfaith and shall comply with the other Party’s request to delete references to such other Party’s Confidential Information (or the Licensed Know-How, but will retain in the sole authority to submit case of either Party as the manuscript for Publication; provided that the submitting Party agrees to delay reviewing Party) in any such Publication as necessary and shall withhold publication of any such Publication for an additional sixty (60) calendar days in order to enable permit the Parties to file a Patent obtain patent protection if such Publication might adversely affect such Patent. The submitting either Party shall provide the other Party a copy of the Publication at the time of the submission or presentationdeems it necessary. Notwithstanding the foregoing, BMS POZEN shall not have request that Licensee delete references in Publications to clinical data owned by POZEN and contained in the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentNDA for the Initial Products, and Ambrx which clinical data Licensee may freely publish. Any Publication shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge include recognition of the contributions of the other PartyParty according to standard practice for assigning scientific credit, and the employees of the other Partyeither through authorship or acknowledgement, in all publications as scientifically may be appropriate. This Section 12.4 Each Party shall not limit use Commercially Reasonable Efforts to cause investigators and shall be subject institutions participating in pre-approval clinical studies, Phase IV Clinical Studies, Post-Approval Commitments or other clinical studies for the Licensed Products with which it contracts (but excluding in each case any investigator-sponsored human clinical studies) to Section 12.5. Nothing contained agree to terms substantially similar to those set forth in this Section 12.4 12.8, which efforts shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity satisfy such Party’s obligations under this Section 12.8 with respect to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedinstitutions.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Pozen Inc /Nc), License and Collaboration Agreement (Pozen Inc /Nc)
Publications. Neither Party shall publicly present Both Parties recognize that the publication or publish disclosure of papers, presentations, abstracts or any other written or oral presentations regarding results of studies carried out under this Agreement (each and other information regarding the Licensed Products may be beneficial to both Parties, provided that such presentation publications or publication a “Publication”) without presentations are subject to reasonable controls to protect Confidential Information, the opportunity for prior review by patentability of inventions and other commercial and/or regulatory considerations. For the other Partyavoidance of doubt, except as provided in Section 4.1.3, the terms of this Article 6.2 shall not apply to patent applications filed by a Party. Accordingly, the extent otherwise required by Applicable Law, in which case Section 12.3 following shall apply with respect to disclosures required papers and presentations proposed for disclosure by either Party (the “Disclosing Party”):
(a) With respect to any paper or presentation proposed for disclosure by the SEC and/or for regulatory filings. The submitting Disclosing Party shall provide the other which utilizes information generated by or on behalf of a Party the opportunity relating to review Licensed Products hereunder or includes any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, the other Party (the “Non-Disclosing Party”) shall have the right to review any such proposed paper or presentation. The Disclosing Party shall submit to the Non-Disclosing Party the proposed publication or presentation (including, without limitation, posters, slides, abstracts, manuscripts, marketing materials and written descriptions of oral presentations) at least [**] calendar days prior to the employees date of submission for publication or the date of presentation, whichever is earlier, of any of such submitted materials. The Non-Disclosing Party shall review such submitted materials and respond to the Disclosing Party as soon as reasonably possible, but in any case within [**] calendar days of receipt thereof. At the option of the other Non-Disclosing Party, the Disclosing Party shall (i) delete from such proposed publication or presentation any Confidential Information of the Non-Disclosing Party and (ii) delay the date of such submission for publication or the date of such presentation for a period of time sufficiently long (but in all publications as scientifically appropriateno event longer than [**] calendar days) to permit the Non-Disclosing Party to seek appropriate patent protection. This Once a publication has been approved by the Non-Disclosing Party, the Disclosing Party may make subsequent public disclosure of the contents of such publication without the further approval of the Non-Disclosing Party; provided such content is not presented with any new data or information or conclusions and/or in a form or manner that materially alters the subject matter therein.
(b) Notwithstanding Section 12.4 6.2(a)(i) above, if Kolltan is the Disclosing Party, Kolltan shall not limit be required to delete from a proposed publication or presentation any general discussion of the chemistry for any ADC Drug Reagent, Drug Moiety, Linker, or PBD or any design or synthesis or antibody conjugation methods for the foregoing; provided that Kolltan will delay publication or presentation as provided in Section 6.2(a)(ii) and will appropriately cite the contributions of Spirogen, using customary standards of scientific attribution.
(c) Notwithstanding the foregoing, Spirogen shall not make publications or presentations with respect to the ADC Drug Reagent, the Target, or the Replacement Target if elected by Kolltan (including the Antibody that is part of the ADC Drug Reagent or that Specifically Binds the Target or the Replacement Target) unless the substance of such publication or presentation is in the public domain through no breach of this Agreement by Spirogen; provided that any such publication or presentation shall be subject to review by Kolltan pursuant to the process set forth in Section 12.56.2(a). Nothing contained in this Section 12.4 Kolltan shall prohibit the inclusion of information in not make publications or presentations with respect to a patent application claimingDrug Moiety, PBD, or Linker separate and in furtherance of, the manufacture, use, sale or formulation apart from a discussion of a Compound, provided that Licensed Product unless the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission substance of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged publication or presentation is in the future, to conduct Clinical Trials public domain through no breach of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standardsthis Agreement by Kolltan; provided that each Party will use reasonable efforts any such publication or presentation shall be subject to prevent publication prior review by Spirogen pursuant to the filing of relevant patent applications process set forth in Sections 6.2(a) and to ensure that no Confidential Information of either Party is disclosed(b).
Appears in 2 contracts
Samples: License Agreement (Kolltan Pharmaceuticals Inc), License Agreement (Kolltan Pharmaceuticals Inc)
Publications. Neither Party shall Each party reserves the right to publish or publicly present or publish the results of studies carried out under this Agreement its own development activities in respect of the Licensed Products (each such presentation the “Results”). The party proposing to publish or publication a publicly present the Results (the “Publicationpublishing party”) without the opportunity for prior review by will, however, submit a draft of any proposed manuscript, abstract, speech, transparencies, presentation materials and press releases to the other Party, except to party (the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication “non-publishing party”) form comments at least thirty (30) days prior to the earlier of its presentation or intended submission for publicationpublication or oral presentation, except, in the case of press releases, where applicable law, in the reasonable opinion of the publishing party, requires such press release to be issued within time constraints which would make such review impractical. The submitting Party agrees, upon request by non-publishing party shall notify the other Party, not to submit or present any Publication until the other Party has had thirty publishing party in writing within fifteen (3015) days to comment on any material in of receipt of such Publication. The submitting Party shall consider the comments draft whether such draft contains Information (as hereinafter defined) of the other Party in good faithnon-publishing party which it considers to be confidential under the provisions of Article 13 hereof, but will retain or information that if published would have an adverse effect on a patent application for which non-publishing party has initial patent prosecution responsibility pursuant to Article 8 of this Agreement. In the sole authority to submit latter case, the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party non-publishing party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential request a delay and the publishing party shall delay such publication for a period not exceeding sixty (60) days. 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. The publishing party shall have the final authority to determine the scope and content of any publication, provided that such authority shall be exercised with reasonable regard for the interests of the non-publishing party, except that no publication will contain any Information disclosed by the non-publishing party to the publishing party without Ambrxthe non-publishing party’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consentpermission. Each Party agrees party shall cause its Affiliates, licensees or sublicensees, as the case may be, to acknowledge comply with the contributions requirements of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion 7.5 with respect to any of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedtheir proposed publications.
Appears in 2 contracts
Samples: License Agreement (Pharmasset Inc), License Agreement (Pharmasset Inc)
Publications. Neither Party The JEC (or its appropriate designees) shall publicly present or publish determine the strategy for, and coordinate, the publication and presentation of results of studies carried out of the Licensed Product or other data generated under this Agreement (Agreement. Each Party recognizes that the publication of papers regarding results of and other information regarding activities under this Agreement, including oral presentations and abstracts, may be beneficial to both Parties, provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any Patent application until such Patent application has been filed. Accordingly, each such presentation or Party shall have the right to review and approve any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Party, except including any oral presentation or abstract, which pertains to the extent otherwise required by Applicable Lawresults of Clinical Studies, in which case Section 12.3 shall apply Post Approval Studies or other studies with respect to disclosures required by the SEC and/or Licensed Product or includes other data generated under this Agreement or which includes Confidential Information of the other Party. Before any such paper is submitted for regulatory filings. The submitting publication or an oral presentation is made, the publishing or presenting Party shall provide deliver a complete copy of the paper or materials for oral presentation to the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to submitting the earlier of its presentation paper to a publisher or intended submission for publicationmaking the presentation. The submitting other Party agrees, upon request by shall review any such paper and give its comments to the publishing Party within fifteen (15) days of the delivery of such paper to the other Party. With respect to oral presentation materials and abstracts, not to submit or present any Publication until the other Party has had thirty 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 fifteen (3015) days from the date of delivery to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority Party. Failure to submit the manuscript for Publication; provided that the submitting Party agrees to delay respond within such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party fifteen (15) days shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right be deemed approval to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentpresent. If approval is not given or deemed given, and Ambrx shall not have either Party may refer the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and matter to the extent required by Article 9 hereofJEC for resolution together with the reasons for withholding approval. Notwithstanding the foregoing, the publishing or presenting Party shall comply with the other Party’s request to delete references to such other Party’s Confidential 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 Parties recognize that independent investigators have been engagedto obtain patent protection if either Party deems it necessary. Any publication shall include recognition of the contributions of the other Party according to standard practice for assigning scientific credit, and will either through authorship or acknowledgement, as may be engaged in the future, to conduct Clinical Trials of Compounds and Productsappropriate. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Each Party will shall use commercially reasonable efforts to prevent publication prior cause investigators and institutions participating in Clinical Studies and Post Approval Studies for the Licensed Product with which it contracts to the filing of relevant patent applications agree to terms substantially similar to those set forth in this Section, which efforts shall satisfy such Party’s obligations under this Section with respect to such investigators and to ensure that no Confidential Information of either Party is disclosedinstitutions.
Appears in 2 contracts
Samples: Co Development and License Agreement (GPC Biotech Ag), Co Development and License Agreement (Pharmion Corp)
Publications. Neither Party shall publicly present or publish 9.1 SPONSOR recognizes that under UNIVERSITY policy, the results of studies carried out under this Agreement (each such UNIVERSITY Project must be publishable. UNIVERSITY agrees to submit to SPONSOR any proposed publication or presentation or publication a “Publication”) without the opportunity for prior review review. SPONSOR shall, within sixty (60) days after receipt, advise in writing if there is any proprietary or patentable information which should not be disclosed at the present time.
9.2 Should SPONSOR desire to have information withheld from any proposed publication or presentation in order to seek protection of intellectual property rights, UNIVERSITY agrees not to publicly disclose such information for a period not to exceed six (6) months from the date of UNIVERSITY's submission to SPONSOR of any proposed publication or presentation.
9.3 UNIVERSITY acknowledges that it may be necessary for SPONSOR to disclose to UNIVERSITY information which SPONSOR considers proprietary or confidential in order to perform the Project. If SPONSOR considers any such information confidential, it shall be clearly marked "CONFIDENTIAL INFORMATION" and sent by the other Party, except SPONSOR in writing to the extent otherwise required PRINCIPAL INVESTIGATOR, or orally disclosed to the PRINCIPAL INVESTIGATOR and reduced to writing by Applicable LawSPONSOR, in which case Section 12.3 shall apply with respect clearly marked "CONFIDENTIAL INFORMATION" and delivered to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least PRINCIPAL INVESTIGATOR within thirty (30) days prior to of disclosure. Except as expressly necessary for the earlier performance of its presentation or intended submission for publication. The submitting Party agreesthe PROJECT, upon request by the other PartyUNIVERSITY shall maintain such information as confidential, not disclose it to submit or present any Publication until the other Party has had thirty (30) days others, limit access to comment on any material in it to those employees with a need to know and take such Publication. The submitting Party action as shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as be reasonably necessary to enable the Parties ensure that its employees will not disclose it to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. others.
9.4 Notwithstanding the foregoing, BMS confidential, proprietary and trade secret information shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions include any of the other Partyfollowing:
(a) information which is or becomes publicly available without fault by the receiving party;
(b) information which, and as shown by written records, was known by the employees receiving party as of the other PartyEffective Date;
(c) information which, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject shown by written records, is obtained by the receiving party from a third party with no obligation of confidentiality; or
(d) information which, as shown by written records, was independently developed by the receiving party by employees having no access to Section 12.5. Nothing contained in information under this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedAgreement.
Appears in 2 contracts
Samples: License Agreement (Genvec Inc), License Agreement (Genvec Inc)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxCytomX’s Confidential Information without AmbrxCytomX’s prior written consent, and Ambrx CytomX shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: Collaboration and License Agreement (CytomX Therapeutics, Inc.), Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Publications. Neither Party shall (i) Except as otherwise set forth in Section 9.5(c)(ii) below, at least […***…] ([…***…]) days prior to publishing, publicly present presenting, and/or submitting for written or publish results of studies carried out under this Agreement (each such presentation or oral publication a “Publication”) without manuscript, abstract or the opportunity for prior review by like that includes Information relating to any Product in the Field that has not been previously published, each party shall provide to the other Party, except to the extent otherwise party a draft copy thereof for its review (unless such party is required by Applicable Lawlaw to publish such Information sooner, in which case Section 12.3 such party shall apply with respect provide such draft copy to disclosures required by the SEC and/or for regulatory filingsother party as much in advance of such publication as possible). The submitting Party publishing party shall provide the other Party the opportunity to review consider in good faith any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request comments provided by the other Partyparty during such […***…] ([…***…]) day period. In addition, not to submit or present any Publication until the publishing party shall, at the other Party has had thirty (30) days to comment on party’s reasonable request, remove therefrom any material in Confidential Information of such Publication. The submitting Party other party, except each party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish publicly disclose any information, including Confidential Information, pertaining to safety or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions efficacy of the other Party, and the employees of Product that such party believes in good faith it is obligated by applicable law or appropriate to conform to applicable regulatory requirements to disclose; provided that it shall delay publication for a period not to exceed […***…] ([…***…]) days in order to allow the other Party, party to file for patent protection as permitted by this Agreement in relation to its Confidential Information. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, as scientifically appropriate. This Section 12.4 shall not limit and shall be subject .
(ii) In the event Astellas desires to Section 12.5. Nothing contained in this Section 12.4 shall prohibit publish, publicly present, and/or submit for written or oral publication a manuscript, abstract or the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided like that the non-filing Party is given a reasonable opportunity includes Information relating to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged any Product in the futureField but that does not include any Confidential Information of Vical, Astellas shall provide to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in Vical a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication draft copy thereof for its review prior to the filing date of relevant patent applications such publication, presentation or submission, and Astellas shall consider in good faith any comments provided by Vical with respect thereto.
(iii) Astellas shall, within a reasonable amount of time after the Effective Date and from time to ensure that no Confidential Information time thereafter, provide to Vical a copy of either Party is disclosedits plan for publication regarding Compounds and Products in the Field, including all material updates and changes thereto.
Appears in 2 contracts
Samples: Ex u.s. License Agreement (Vical Inc), u.s. License Agreement (Vical Inc)
Publications. (a) Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 8(3) shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) [***] days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) [***] days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS Zydus shall not have the right to publish or present Ambrx’s Pieris’ Confidential Information without Ambrx’s Pieris’ prior written consent, and Ambrx Pieris shall not have the right to publish or present BMSZydus’ Confidential Information without BMSZydus’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. .
(b) Nothing contained in this Section 12.4 8(4) shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a CompoundProduct, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 10 hereof. .
(c) Notwithstanding the foregoingArticle 10, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials clinical trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts (e.g. through contractual relationship with said investigators) to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 2 contracts
Samples: Development and License Agreement (Pieris Pharmaceuticals, Inc.), Development and License Agreement (Marika Inc.)
Publications. Neither Each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without recognizes the opportunity for prior review by the other mutual interest in obtaining valid patent protection. Consequently, any Party, except its employees or consultants wishing to make a publication (including any oral disclosure made without obligation of confidentiality) relating to work performed by such Party as part of the extent otherwise required by Applicable Law, in which case Section 12.3 Program (the "PUBLISHING PARTY") shall apply with respect transmit to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party (the opportunity to review any "REVIEWING PARTY") a copy of the proposed Publication written publication at least thirty forty-five (3045) days prior to the earlier of its presentation or intended submission for publication, or an abstract of such oral disclosure at least fifteen (15) days prior to submission of the abstract or the oral disclosure, whichever is earlier. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Reviewing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish (a) request a delay in publication or present Ambrx’s Confidential Information without Ambrx’s prior written consentpresentation in order to protect patentable information, and Ambrx (b) propose modifications to the publication for patent reasons or (c) request that the information be maintained as a trade secret. If the Reviewing Party requests a delay as described in clause (a) above, the Publishing Party shall not have the right to publish delay submission or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions presentation of the other publication for a period of ninety (90) days to enable patent applications protecting each Party, and the employees of the other Party, 's rights in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the such information to be included prior to submission filed. Upon the expiration of forty-five (45) days, in the case of proposed written disclosures, or fifteen (15) days, in the case of an abstract of proposed oral disclosures, from transmission of such patent application, where and proposed disclosures to the extent required by Article 9 hereof. Notwithstanding the foregoingReviewing Party, the Parties recognize that independent investigators have been engagedPublishing Party shall be free to proceed with the written publication or the oral presentation, and will be engaged respectively, unless the Reviewing Party has requested the delay described above. To the extent possible in the futurereasonable exercise of its discretion, to conduct Clinical Trials the Publishing Party shall incorporate all modifications proposed under clause (b) above. If a trade secret that is the subject of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior request made under clause (c) above cannot be otherwise protected without unreasonable expense to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedReviewing Party, such information shall be omitted from the publication.
Appears in 2 contracts
Samples: Collaboration Agreement (Geltex Pharmaceuticals Inc), Collaboration Agreement (Geltex Pharmaceuticals Inc)
Publications. Neither Party shall publicly (a) If OST proposes to publish or present on any results or publish results of studies carried out under this Agreement data on any Licensed Product, or use thereof, or any Advaxis Technology (each such presentation excluding publications or presentations which include only a standard source reference to Advaxis Technology, consistent with scientific journal publication a “Publication”) without the opportunity for prior review by the other Partypractices), except Advaxis shall, in accordance with and to the extent otherwise required provided in the following clause (b), have the right to review and comment on any material proposed for such publication or presentation by Applicable LawOST, such as by oral presentation at scientific conferences or seminars, scientific journal manuscripts or abstracts. Advaxis shall have the sole right (without OST’s consent but subject to the review and comment provisions in which case Section 12.3 shall apply 10.4(b)) to publish and make scientific presentations with respect to Licensed Products or make other public disclosures regarding any such Licensed Products (for this purpose, pre-clinical Development data shall not be considered OST Confidential Information), and OST shall only do so with Advaxis’s prior written consent (except as required by the SEC and/or law).
(b) With respect to any such publications or presentation, before any such material is submitted for regulatory filings. The submitting Party publication or presentation, each party shall provide deliver a complete copy of such material to the other Party the opportunity to review any proposed Publication party at least thirty ninety (3090) days prior to the earlier of its presentation or intended proposed submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission publication or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx such other party shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior give its comments to the filing submitting party as promptly as practicable following delivery of relevant patent applications and such material. The submitting party shall (i) give due consideration to ensure that no any editorial comments received from the other party, (ii) comply with any request from the submitting party to delete the other party’s Confidential Information in any such material, and (iii) delay any submission for publication or presentation for a period of either Party up to an additional sixty (60) days for the purpose of the other party preparing and filing appropriate patent applications, in accordance with the terms of Article 8 hereof, or any other disclosures the other party is disclosedrequired by law to make (including with the U.S. Securities and Exchange Commission).
Appears in 2 contracts
Samples: Development, License and Supply Agreement (OS Therapies Inc), Development, License and Supply Agreement (OS Therapies Inc)
Publications. Neither Each Party to this Agreement recognizes that the publication of papers regarding results of Research Project hereunder, including oral presentations and abstracts, may be beneficial to both Parties provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the Parties to maintain the confidentiality of any Confidential Information included in any foreign patent application until such foreign patent application has been published. Accordingly, each Party shall publicly present or publish results have the right, during the Research Term and for a period of studies carried out under this Agreement one (each such presentation or 1) year thereafter, to review and approve any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Party, except including oral presentations and abstracts, which utilizes data generated from the Research Project and/or includes Confidential Information of the other Party. Before any such paper is submitted for publication, the Party proposing publication shall deliver a complete copy to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party at least sixty (60) days prior to submitting the opportunity paper to a publisher. The receiving Party shall review any proposed Publication at least such paper and give its comments to the publishing Party within thirty (30) days prior of the delivery of such paper to the earlier of its presentation or intended submission for publicationreceiving Party. The submitting publishing Party agrees, upon request by shall comply with the other Party's request to delete references to such other Party's Confidential Information in any such paper and agrees to withhold publication of same for an additional ninety (90) days in order to permit the Parties to file an appropriate Patent application, not if either of the Parties deem it necessary, in accordance with the terms of this Agreement. With respect to submit or present any Publication until oral presentation materials and abstracts, the other Parties 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 has had with appropriate comments, if any, but in no event later than thirty (30) days from the date of delivery to comment on any material the receiving Party. If no response is received in such Publicationthirty (30) days from the date of notification, approval for publication and/or oral presentation will be assumed. The submitting Party shall consider After the comments one year anniversary of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy expiration of the Publication at Research Term, P&U shall have sole rights and responsibilities with respect to publications and presentations concerning data generated from the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedResearch Project.
Appears in 2 contracts
Samples: Research Collaboration, Contract Service and License Agreement (Versicor Inc /Ca), Research Collaboration, Contract Service and License Agreement (Versicor Inc /Ca)
Publications. Neither Party shall publicly present or publish The Joint Project Team will determine the overall strategy for publication of results of clinical trials of Licensed Product and publication in support of such Licensed Products in the Territory. Except as required by law, each Party agrees that it shall not publish or present the results of Development work related to Licensed Product, including but not limited to, studies or clinical trials carried out by such Party as part of the collaboration under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other PartyParty and the approval of the Joint Project Team, except to Joint Commercialization Team or the extent otherwise required by Applicable LawJSC, in which as the case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filingsmay be. The submitting Each Party shall provide to the other Party the opportunity to review any of the submitting Party's proposed Publication abstracts, manuscripts or presentations (including information to be presented verbally) which relate to the Licensed Products or their use (including any proposed Third Party publication submitted to the submitting Party for review) at least thirty (30) days prior to the earlier of its their intended presentation or intended submission for publication. The , and such submitting Party agrees, upon written request by from the other Party, not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had thirty is given up to forty-five (3045) days from the date of such written request to comment on seek appropriate patent protection for any material in such Publicationpublication or presentation which it reasonably believes is patentable. The submitting Once such abstracts, manuscripts or presentations have been reviewed by each Party shall consider and have been approved for publication by the comments of Joint Project Team, the Joint Commercialization Team, or the JSC, as the case may be, the same abstracts, manuscripts or presentations do not have to be provided again to the other Party in good faith, but will retain for review for a later submission for publication. Expedited reviews for abstracts or poster presentations may be arranged if mutually agreeable to the sole authority to submit the manuscript for Publication; provided that the submitting Parties. Each Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party also shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s require that its Confidential Information without Ambrx’s that may be disclosed in any such proposed publication or presentation be deleted prior written consentto such publication or presentation. In the event that either Party submits any manuscript or other publication relating to Antegren or other Licensed Product, it will consider and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Partyincluding, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the nonco-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedauthorship.
Appears in 2 contracts
Samples: Development and Marketing Collaboration Agreement (Elan Corp PLC), Development and Marketing Collaboration Agreement (Biogen Inc)
Publications. Neither Party The Parties agree that decisions regarding the timing and content of Publications shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except be subject to the extent otherwise required by Applicable Lawoversight and approval of the JDC and, in which case Section 12.3 as applicable, JRC, and no Party nor its Affiliates shall apply have the right to make Publications pertaining to any Program Compound(s), Program Product(s) or Program Target(s) except as provided herein. If a Party or its Affiliates desire to make a Publication, such Party must comply with respect to disclosures required by the SEC and/or for regulatory filings. following procedure:
8.4.1 The submitting publishing Party shall provide the other JDC and, as applicable, JRC and the non-publishing Party with an advance copy of the opportunity to review any proposed Publication at least thirty (30) Publication, and the JDC and, as applicable, JRC shall then have [***] days prior to the earlier of its presentation or intended submission for publication. The submitting any Publication ([***] days in the case of an abstract or oral presentation) in which to determine whether the Publication meets the Publication Guidelines and may be published and under what conditions, including (a) delaying sufficiently long to permit the timely preparation and filing of a patent application or (b) specifying changes the JDC or, as applicable, JRC reasonably believes are necessary to preserve any Patents or Know-How belonging (whether through ownership or license, including under this Agreement) in whole or in part to the non-publishing Party.
8.4.2 In addition, if the non-publishing Party agreesinforms the publishing Party that such Publication, upon request by in the other non-publishing Party’s reasonable judgment, discloses any Confidential Information of the non-publishing Party or could be expected to have a material adverse effect on any Know-How which is Confidential Information of the non-publishing Party, not to submit such Confidential Information or present any Publication until Know-How shall be deleted from the other Party has had thirty (30) days to comment on any material in such Publication. The submitting .
8.4.3 Each Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentits Publications approved pursuant to this Section 8.4.3 at scientific conferences, and Ambrx shall not have including at any conferences in any country in the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partyworld, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained any conditions imposed by the JDC or, as applicable, JRC in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. its approval.
8.4.4 Notwithstanding the foregoing, the Parties recognize acknowledge that, to the extent that independent investigators any Publication relates to Vividion Intellectual Property that Vividion has licensed from a Third Party, its licensor(s) may have been engagedretained the right to publish certain information, and will be engaged nothing in this Section 8.4.4 is intended to restrict the exercise of such rights; provided that, to the extent that Vividion has the right to review and comment on any such publications, Vividion shall, to the extent permissible under its agreements with such Third Parties, exercise such rights after consultation with Celgene.
8.4.5 Notwithstanding the foregoing, the Parties acknowledge that, to the extent that any Publication relates to Celgene Intellectual Property or Celgene CCB Program IP that Celgene has licensed from a Third Party, its licensor(s) may have retained the right to publish certain information, and nothing in this Section 8.4.5 is intended to restrict the exercise of such rights; provided that, to the extent that Celgene has the right to review and comment on any such publications, Celgene shall, to the extent permissible under its agreements with such Third Parties, exercise such rights after consultation with Vividion.
8.4.6 For purposes of convenience, the JDC or, as applicable, JRC may delegate its responsibilities under this Section 8.4.6 to one or more representatives of Vividion and Celgene.
8.4.7 Notwithstanding anything to the contrary in this Section 8.4, (a) upon Celgene’s exercise of its Opt-In Right with respect to a Program, the publication provisions set forth in the future, applicable Development & Commercialization Agreement shall apply to conduct Clinical Trials of Compounds such Program and Products. The Parties recognize that this Section 8.4 shall cease to apply to such investigators operate Program and (b) the restrictions described in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts this Section 8.4 shall not apply to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedany Excluded Targets or Lapsed Programs.
Appears in 2 contracts
Samples: Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.), Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.)
Publications. Neither Party shall publicly present The Parties acknowledge that scientific publications and presentations must be strictly monitored to prevent any adverse effect from premature publication or publish dissemination of results of studies carried out under this Agreement the activities hereunder. Each Party (each in such presentation or publication a capacity the “PublicationPublishing 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 Research Program to the extent such results refer to, derive from or otherwise relate to (a) in cases where CytomX is the Publishing Party, the ImmunoGen Technology, (b) in cases where ImmunoGen is the Publishing Party, the CytomX Technology, and (c) in cases where either Party is the Publishing Party, the Joint Program Technology, the Agreement PDCs or the ImmunoGen Probodies (the “Covered Results”), without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments and approval of the other Party (in good faithsuch capacity, but will retain the sole authority to submit the manuscript for Publication“Non-Disclosing Party”), which approval shall not be unreasonably withheld; provided that (i) it shall not be deemed unreasonable for CytomX to withhold its consent to any request by ImmunoGen to publish or disseminate Covered Results relating to CytomX Agreement PDCs prior to the submitting Party agrees publication or dissemination of such Covered Results by CytomX, and (ii) it shall not be deemed unreasonable for ImmunoGen to delay withhold its consent to any request by CytomX to publish or disseminate Covered Results relating to ImmunoGen Probodies and ImmunoGen Agreement PDCs prior to the publication or dissemination of such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such PatentCovered Results by ImmunoGen. The submitting Publishing Party shall submit to the Non-Disclosing Party for review and approval any proposed academic, scientific and medical publication or public presentation which contains Covered Results or otherwise contains the Non-Disclosing Party’s Confidential Information. In both instances, such review and approval will be conducted for the purposes of preserving the value of the CytomX Technology and ImmunoGen Technology and determining whether any portion of the proposed publication or presentation containing the Non-Disclosing Party’s Confidential Information should be modified or deleted. Written copies of such proposed publication or presentation required to be submitted hereunder shall be submitted to the Non-Disclosing Party no later than [***] before submission for publication or presentation (the “Review Period”). The Non-Disclosing Party shall provide the other Party a copy its comments with respect to such publications and presentations within [***] after its receipt of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior such written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partycopy, and the employees Publishing Party shall delete any Confidential Information of the other Party, in all publications as scientifically appropriateNon-Disclosing Party upon request. This Section 12.4 shall not limit and shall The Review Period may be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged extended for an additional [***] in the futureevent the Non-Disclosing Party can, to conduct Clinical Trials within [***] of Compounds receipt of the written copy, demonstrate reasonable need for such extension, including for the preparation and Productsfiling of patent applications. The Parties recognize that such investigators operate will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent any publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedgoverned by this Section 6.3.2.
Appears in 2 contracts
Samples: Research Collaboration Agreement (CytomX Therapeutics, Inc.), Research Collaboration Agreement (CytomX Therapeutics, Inc.)
Publications. Neither Party shall The Parties recognize that it may be useful or required to publish or publicly present or publish disclose the results of studies carried out under this Agreement Exploitation activities conducted hereunder, and each Party will comply with the publication plan approved by the JSC for the disclosure of such results. Each Party (each and its Affiliates and Sublicensees) shall be free to publish or publicly disclose such presentation results, including on its clinical trials registry or publication on a “Publication”) without government-sponsored database such as xxx.xxxxxxxxxxxxxx.xxx, subject to the opportunity for prior review by the other PartyParty for patentability and protection of its Confidential Information as described in this Section 11.4; provided that Voyager shall not publish or make any public announcement regarding a Collaboration Candidate or Product or any data or results generated under this Agreement relating to a Program (unless related solely to a Program Capsid), except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required Program Target or a Program Payload without approval by the SEC and/or for regulatory filingsPublication Working Group. The submitting During the Term, the Party that desires to publish material requiring the review or consent of the other Party shall provide the other Party for review and approval a copy of such proposed abstract, manuscript, or presentation no less than [**] in the opportunity to review any proposed Publication at least thirty (30case of abstracts) days prior to the earlier of its presentation or intended submission for publication. The submitting reviewing Party agreesshall respond in writing promptly and in no event later than [**] in the case of abstracts) after receipt of the proposed material, with one or more of the following: (x) comments on the proposed material, which the publishing Party shall consider in good faith; (y) a specific statement of concern, based upon request by the other need to seek patent protection or to block publication if the reviewing Party determines that the proposed disclosure contains or describes intellectual property that should be maintained as a trade secret to protect a Collaboration Candidate, Product or any Exploitation activities conducted under this Agreement; or (z) an identification of the reviewing Party’s Confidential Information that is contained in the material reviewed. In the event of concern over patent protection or whether maintaining a trade secret would be a priority, the publishing Party agrees not to submit such publication or present any Publication to make such presentation that contains such information until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing reviewing Party is given a reasonable opportunity period of time, and in no event more than [**], unless otherwise agreed by the Parties, to reviewseek patent protection for any material in such publication or presentation which it believes is patentable or to resolve any other issues; provided, comment upon and/or approve however, that the publishing Party shall abandon such proposed publication or presentation if the reviewing Party EXECUTION COPY CONFIDENTIAL 70 reasonably determines in good faith that maintaining such information as a trade secret is a commercially reasonable priority. Any Confidential Information of the reviewing Party shall, if requested by the reviewing Party, be removed. Furthermore, with respect to any proposed abstracts, manuscripts or summaries of presentations by Clinical Trial investigators, such materials shall be included prior subject to submission of such patent application, where and review under this Section 11.4 to the extent required that Neurocrine or Voyager (as the case may be) has the right to do so. Voyager shall not grant any other Third-Party any rights to publish results generated under this Agreement without approval by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedappropriate Committee.
Appears in 1 contract
Samples: Collaboration and License Agreement (Neurocrine Biosciences Inc)
Publications. Neither (a) Each Party shall publicly present or publish recognizes that the publication of papers regarding results of research and clinical studies carried out under this Agreement (each and other information regarding the Licensed Products, including oral presentations and abstracts, could contribute to not only the profits of the Parties but also the development of science and technology in the world, provided, however, that such presentation or publication a “Publication”) without the opportunity for prior review by publications are subject to reasonable control to protect the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 ’s Confidential Information. Accordingly:
(i) BIAL shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish review and comment on any material, manuscript or present Ambrx’s Confidential Information without Ambrx’s prior written consentabstract proposed for disclosure or publication by NBIX, and Ambrx such as by written, visual or other form of presentation, manuscript or abstract, relating to the Licensed Products, and
(ii) NBIX shall not have the right to publish review and comment on any material, manuscript or present BMS’ Confidential Information without BMS’ abstract proposed for disclosure or publication by BIAL, such as by written, visual or other form of presentation, manuscript or abstract, relating to the Licensed Products.
(b) Before any such material, abstract or manuscript is submitted for publication or presentation, the Party proposing publication (“Publishing Party”) shall deliver its complete copy, in English language, to the other Party at least […***…] prior written consentto submitting the material, abstract or manuscript to a Publishing Party or initiating any other disclosure. Each Such other Party agrees shall make reasonable efforts to acknowledge expedite review of such materials, abstract or manuscripts, and shall return such items as soon as practicable to Publishing Party with appropriate comments, if any, but in no event later than […***…] from the contributions date of delivery to the non-publishing Party. Publishing Party shall comply with the other Party, and the employees of ’s request to delete references to the other Party’s Confidential Information in any such material, abstract or manuscript and agrees to delay any submission for publication or other public disclosure for a period of at least additional […***…] for the purpose of allowing the preparation and filing of appropriate patent applications.
(c) Neither Party may publish a paper in all publications as scientifically appropriatethe event that the other Party objects based on sound scientific reasons and provides written justification for such objection. This Section 12.4 If such justification is acceptable to the Publishing Party, then the Publishing Party shall not limit edit the proposed publication in accordance with the other Party’s comments. In the event that there still exists a dispute between the Parties in respect of a proposed publication, the dispute shall be submitted to the JSC and shall be subject to decided in accordance with the mechanism set forth in Section 12.55.4(ix) and Section 5.7(c)(iii). Nothing contained *** Confidential Treatment Requested
(d) For clarity, nothing in this Section 12.4 9.3 shall prohibit the inclusion of information in a patent application claimingaffect either Party’s obligations under applicable laws, regulations and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity guidelines to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and disclose any data relating to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials development of Compounds and Licensed Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 1 contract
Publications. Neither (a) Each Party recognizes the mutual interest in obtaining valid patent protection. Consequently, either Party and its Affiliates and their respective employees, consultants and Third Party contractors wishing to make a publication (including, without limitation, any oral disclosure made without obligation of confidentiality) relating to work performed by Genzyme as part of the Manufacturing Services and/or the RD&R Services (the "Publishing Party") shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except transmit to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party (the opportunity to review any "Reviewing Party") a copy of the proposed Publication written publication at least thirty forty-five (3045) days prior to the earlier of its presentation or intended submission for publicationpublications, or an abstract of such oral disclosure at least fifteen (15) Business Days prior to submission of the abstract or the oral disclosure, whichever is earlier. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Reviewing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish (i) request a delay in publication or present Ambrx’s Confidential Information without Ambrx’s prior written consentpresentation in order to protect patentable information, and Ambrx (ii) propose modifications to the publication for patent reasons or (iii) request that the information be maintained as a trade secret.
(b) If the Reviewing Party requests a delay as described in clause (a)(i) above, the Publishing Party shall not have the right to publish delay submission or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions presentation of the other publication for a period of ninety (90) days to enable patent applications protecting each Party, and the employees of the other Party, 's rights in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the such information to be included prior to submission filed. Upon the expiration of forty-five (45) days, in the case of proposed written disclosures, or fifteen (15) Business Days in the case of an abstract of proposed oral disclosure, from transmission of such patent application, where and proposed disclosures to the extent required by Article 9 hereof. Notwithstanding the foregoingReviewing Party, the Parties recognize that independent investigators have been engagedPublishing Party shall be free to proceed with the written publication or the oral presentations, and will be engaged respectively, unless the Reviewing Party has requested the delay described above.
(c) To the extent possible in the futurereasonable exercise of its discretion, to conduct Clinical Trials the Publishing Party shall incorporate all modifications proposed under clause (a)(ii) above. If a trade secret that is the subject of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior request made under clause (a)(iii) above cannot be otherwise protected without unreasonable expense to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedReviewing Party, such information shall be omitted from the publication.
Appears in 1 contract
Publications. Neither (a) Except as required by Applicable Law (in which case the terms and conditions of Section 14.1(d) shall apply), each Party agrees that it shall publicly not publish or present or publish the results of studies or clinical trials carried out under this Agreement (each by such presentation or publication Party as part of a “Publication”) Program without the opportunity for prior review by the other Party; provided, except to however, that BMS may publish or present the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply results of Clinical Studies with respect to disclosures required Licensed Compound(s) and/or Licensed Product(s) without prior review by ATI and as long as ATI is acknowledged in its contributions, including, as appropriate, generation of the SEC Licensed Compound(s) and/or for regulatory filingsLicensed Product(s), and authorship (to be determined by customary means). The submitting In addition, BMS when reasonably practicable will acknowledge in the appropriate format that a Licensed Compound in Clinical Studies contains an Adnectin that was generated by ATI.
(b) Subject to the limitation set forth in the proviso to paragraph (a) above, each Party shall provide to the other Party the opportunity to review any of the submitting Party’s proposed Publication abstracts, manuscripts or presentations (including information to be presented verbally) which directly relate to the Program and describe activities performed in connection with the Program at least thirty (30) calendar days prior to the earlier of its presentation or their intended submission for publication. The , and such submitting Party agrees, upon written request by from the other Party, not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity period of time beyond such thirty (30) calendar day period to reviewseek appropriate patent protection (in accordance with, comment upon and/or approve and subject to, Article 10) for any material in such publication or presentation which it reasonably believes is patentable. Once such abstracts, manuscripts or presentations have been reviewed by each Party and have been approved for publication, the information same abstracts, manuscripts or presentations do not have to be included provided again to the other Party for review for a later submission for publication. Expedited reviews for abstracts or poster presentations may be arranged if mutually agreeable to the Parties. Each Party also shall have the right to require in its sole discretion that Confidential Information that would be disclosed in any such proposed publication be deleted prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedpublication.
Appears in 1 contract
Samples: Strategic Alliance & Collaboration Agreement (Adnexus Therapeutics, Inc.)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement the Research Program (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days [***] prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days [***] to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided provided, that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. On a Designated Target-by-Designated Target basis, from and after Handoff with respect to such Designated Target, (i) BMS shall have the sole right to publicly present or publish results of studies with respect to Licensed Collaboration Compounds or Licensed Collaboration Products for such Designated Target in its sole discretion, and (ii) Schrödinger shall have no right to publicly present or publish results of studies with respect to Licensed Collaboration Compounds or Licensed Collaboration Products for such Designated Target without BMS’ prior written approval (which may be withheld in BMS’ sole discretion). Nothing contained in this Section 12.4 shall prohibit the inclusion of Confidential Information of the other Party in a patent application claiming or Covering the Manufacture, use, sale or formulation of a Licensed Collaboration Compound, provided that the non-filing Party is given an opportunity to review, comment upon and approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxSchrödinger’s Confidential Information without AmbrxSchrödinger’s prior written consent, and Ambrx Schrödinger shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and ProductsTrials. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided provided, that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 1 contract
Samples: Collaboration and License Agreement (Schrodinger, Inc.)
Publications. Neither Each Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without recognizes the opportunity for prior review by the other mutual interest in obtaining valid patent protection. Consequently, any Party, except its employees or consultants wishing to make a publication (including any oral disclosure made without obligation of confidentiality) relating to work performed by such Party as part of the extent otherwise required by Applicable Law, in which case Section 12.3 Program (the "Publishing Party") shall apply with respect transmit to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party (the opportunity to review any "Reviewing Party") a copy of the proposed Publication written publication at least thirty forty-five (3045) days prior to the earlier of its presentation or intended submission for publication, or an abstract of such oral disclosure at least fifteen (15) days prior to submission of the abstract or the oral disclosure, whichever is earlier. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Reviewing Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish (a) request a delay in publication or present Ambrx’s Confidential Information without Ambrx’s prior written consentpresentation in order to protect patentable information, and Ambrx (b) propose modifications to the publication for patent reasons or (c) request that the information be maintained as a trade secret. If the Reviewing Party requests a delay as described in clause (a) above, the Publishing Party shall not have the right to publish delay submission or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions presentation of the other publication for a period of ninety (90) days to enable patent applications protecting each Party, and the employees of the other Party, 's rights in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the such information to be included prior to submission filed. Upon the expiration of forty-five (45) days, in the case of proposed written disclosures, or fifteen (15) days, in the case of an abstract of proposed oral disclosures, from transmission of such patent application, where and proposed disclosures to the extent required by Article 9 hereof. Notwithstanding the foregoingReviewing Party, the Parties recognize that independent investigators have been engagedPublishing Party shall be free to proceed with the written publication or the oral presentation, and will be engaged respectively, unless the Reviewing Party has requested the delay described above. To the extent possible in the futurereasonable exercise of its discretion, to conduct Clinical Trials the Publishing Party shall incorporate all modifications proposed under clause (b) above. If a trade secret that is the subject of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior request made under clause (c) above cannot be otherwise protected without unreasonable expense to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedReviewing Party, such information shall be omitted from the publication.
Appears in 1 contract
Publications. Neither Party shall publicly present or publish results The Parties acknowledge that scientific lead-time is a key element of studies carried out the value of the research and development activities under this Agreement and further agree that scientific publications must be strictly monitored to prevent any adverse effect from premature publication of results of the research or development activities hereunder. At least sixty (each 60) days prior to submission of any material related to the research or development activities hereunder for publication or presentation, the submitting Party shall provide to the other Party a draft of such material for its review and comment. The receiving Party shall provide any comments to the submitting Party within thirty (30) days of receipt of such materials. No publication or presentation with respect to the research or development activities hereunder which relate to Client's proprietary Materials shall be made by Encode unless and until Client's comments on the proposed publication a “Publication”) or presentation have been addressed, changes have been agreed upon, and any information determined by Client to be Confidential Material has been removed. With respect to any other publication or presentation with respect to the research and development activities undertaken hereunder, neither Party shall make any publication or presentation without the opportunity for prior review of the other Party, which shall not be unreasonably delayed and the publishing party shall take into consideration any comments made by the other party on the proposed publication or presentation. In all cases, each Party agrees that such Party shall provide appropriate representation and acknowledgement of the other Party in any publication or presentation for the respective contributions of the scientists employed by the other Party with regard to the subject matter of such publication or presentation. If requested in writing by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended withhold material from submission for publication. The submitting Party agrees, upon request by the other Party, not to submit publication or present any Publication until the other Party has had thirty presentation for an additional sixty (3090) days to comment on any material in such Publication. The submitting Party shall consider allow for the comments filing of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, or the taking of such measures to establish and preserve proprietary rights in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent material being submitted for publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedor presentation.
Appears in 1 contract
Publications. Neither Party The Steering Committee shall publicly present or publish results approve the submission of studies carried out any publications, including abstracts of presentations and content of intended oral presentations, resulting from the research under this Agreement (in advance of submission for publication in order to protect each party's Know-How, including Technology. The owner of such presentation or Know-How shall have the final authority to determine the scope and content of any publication a “Publication”) without materials which contain information relating to such party's Know-How. In the opportunity for prior review case of Technology owned jointly by the other Partyparties, except the parties shall mutually determine the scope and content of any publication materials which contain information relating to such Know-How. In the extent otherwise required by Applicable Lawevent, in which case Section 12.3 that either party, or the parties jointly, wish to publish any of such results (whether jointly or solely owned), the Steering Committee shall apply be provided with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review a copy of any proposed Publication publication (whether oral or written) for review and comment at least thirty forty-five (3045) days prior to in advance of submission of the earlier of its presentation or intended submission for proposed publication. The submitting Party agrees, upon request by Steering Committee shall notify the other Party, not to submit or present any Publication until the other Party has had thirty party(s) within forty-five (3045) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party receipt of a copy of the Publication at proposed publication, of any objections to the time proposed publication or of its intention to approve or withhold approval THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. of the submission or presentationpublication. Notwithstanding the foregoing, BMS Any delay of such approval to allow for patent application filing shall not have extend for a period longer than ninety (90) days from the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have date such delay is taken by the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedSteering Committee.
Appears in 1 contract
Samples: Research and Development and License Agreement (Apollon Inc)
Publications. Neither Party 11.1 The PARTIES shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except not disclose to the extent otherwise required by Applicable Law, public or any THIRD PARTY the or the terms described in which case Section 12.3 shall apply this AGREEMENT except with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments written consent of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication PARTY or as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentationrequired by law. Notwithstanding the foregoing, BMS (a) either PARTY may disclose such terms as are required to be disclosed in its publicly-filed financial statements or other public statements pursuant to applicable laws, regulations and stock exchange rules (e.g., the US. Securities and Exchange Commission or any other stock exchange on which securities by such PARTY may be issued); provided, that in making such disclosures, each PARTY shall not redact the terms of this AGREEMENT to the extent reasonably possible, (b) either PARTY shall have the further right to disclose the material financial terms of this AGREEMENT under confidentiality undertakings to any potential acquirer, merger partner or potential providers of financing and their advisors, and (c) either PARTY shall have the right to publish disclose information regarding the development or present Ambrx’s Confidential Information without Ambrx’s prior written consentcommercialization status of a PRODUCT to the extent such disclosure is customary and material to their current or prospective investors, or required by applicable laws or stock exchange rules. Neither PARTY shall make other statement to the public regarding the execution and/or any other aspect of the subject matter of this AGREEMENT, except: (i) where such PARTY reasonably believes disclosure is required under applicable laws or ethical commercial practice, (ii) for customary discussions with current or prospective investors and analysts, and Ambrx (iii) such PARTY may use the text of a statement previously approved by the other PARTY. Either PARTY shall not have make COMMERCIALLY REASONABLE EFFORTS to coordinate with the right other PARTY all press releases and announcements that relate to publish this AGREEMENT or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions any PRODUCT developed under this AGREEMENT.
11.2 Neither PARTY shall make any form of scientific publication which discloses CONFIDENTIAL INFORMATION of the other Party, and PARTY or information to which such other PARTY has an exclusive license without the employees prior written consent of the other PartyPARTY, except that nothing in all publications as scientifically appropriate. This this AGREEMENT will limit INVENAI’s right to disclose the contents of any document or documents supplied under Section 12.4 2.3 pertaining to scientific, in-vivo (pk, pd, toxicology), clinical data on human safety & efficacy; provided, however, that INVENAI shall not limit disclose DS’ CONFIDENTIAL INFORMATION relating to CMC and shall be subject to Section 12.5manufacturing information of the PRODUCT without the prior written consent of DS. Nothing contained in this Section 12.4 shall prohibit the inclusion of For clarity, INVENIAI will not publish any CONFIDENTIAL INFORMATION comprising personal data or protected health information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is discloseddocuments supplied under Section 2.3.
Appears in 1 contract
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or or other Governmental Authorities or stock exchanges or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided however, that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if a Party reasonably believes that such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present AmbrxuniQure’s Confidential Information without AmbrxuniQure’s prior written consent, and Ambrx uniQure shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent Patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a CompoundCollaboration Target, Therapeutic or Product; provided however, that the non-filing Party is given a reasonable opportunity to review, comment upon and/or or approve the information to be included prior to submission of such patent Patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds Therapeutics and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided however, that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent Patent applications and to ensure that no Confidential Information of either Party is disclosed.; provided further, that without limiting the foregoing, Prof. [**] and Prof. [**] shall have the publication rights set forth in Exhibit M.
Appears in 1 contract
Publications. Neither Party shall publicly present or publish results of studies carried out under this During the Agreement Term, the following provisions set forth in subsections (each such presentation or publication a “Publication”a) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 and (b) below shall apply with respect to disclosures required the disclosure in scientific journals, publications or scientific presentations by any Party relating to any scientific work relating to NPS Compounds, and in the SEC and/or for regulatory filings. The submitting case of Memory Compounds the provisions of subsection (c) set forth below shall apply:
(a) A Party (the “Publishing Party”) shall provide the other Party the opportunity to review with a copy of any proposed Publication publication relating to the work performed and/or the results achieved in the conduct of the development of a NPS Compound at least thirty (30) [*] days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not publication so as to submit or present any Publication until the provide such other Party has had thirty (30) days an opportunity to comment on recommend any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as changes it reasonably believes are necessary to enable preserve the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right belonging in whole or in part to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the such other Party, and the employees incorporation of such recommended changes shall not be unreasonably refused;
(b) If such other Party in writing notifies (“Notice”) the Publishing Party, within [*] days of receipt of the copy of the proposed publication, that such publication in its reasonable judgment (i) contains an Invention for which the other PartyParty reasonably desires patent protection or (ii) disclosure to competitors could reasonably be expected to have a material adverse effect on the commercial value of any Confidential Information, in all publications as scientifically appropriatethe Publishing Party shall prevent such publication or delay such publication for a mutually agreeable period of time. This Section 12.4 shall not limit and In the case of Inventions, a delay shall be subject for a period reasonably sufficient to Section 12.5. Nothing contained in this Section 12.4 shall prohibit permit the inclusion timely preparation and filing of information in a patent application claimingapplication(s) or application(s) on the Invention, and in furtherance of, no event less than [*] days from the manufacture, use, sale or formulation date of Notice.
(c) Memory solely shall initiate all proposed publications relating to the work performed and/or the results achieved in the conduct of the development of a Memory Compound, provided that the non-filing Party is given will provide NPS with a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission copy of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent proposed publication at least [*] days prior to the filing submission of relevant patent applications the publication, and to ensure that no Confidential Information of either Party is disclosedshall reasonably consider comments by NPS before disclosure.
Appears in 1 contract
Publications. Neither Party nor its Affiliates shall publish or publicly present or publish disclose the scientific results of studies carried out any of the activities conducted by the other Party under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior written consent of the other Party, except as expressly permitted in this Section 11.4. The Parties recognize that it may be useful or required to publish or publicly disclose the results of Exploitation activities conducted hereunder, and each Party (and its Affiliates and sublicensees) shall be free to publish or publicly disclose such results, including on its clinical trials registry or on a government-sponsored database such as xxx.xxxxxxxxxxxxxx.xxx, subject to the prior review by the other Party, except to the extent otherwise required by Applicable Law, Party for patentability and protection of its Confidential Information as described in which case this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings11.4. The submitting Party that desires to publish such results shall provide the other Party with a copy of such proposed abstract, manuscript, or presentation no less than [**] in the opportunity to review any proposed Publication at least thirty (30case of abstracts) days prior to the earlier of its presentation or intended submission for publication. The submitting reviewing Party agreesshall respond in writing promptly and in no event later than [**] in the case of abstracts) after receipt of the proposed material, upon request by with one or more of the other Partyfollowing: (a) comments on the proposed material, not to submit or present any Publication until which the other Party has had thirty (30) days to comment on any material in such Publication. The submitting publishing Party shall consider the comments of the other Party in good faith, but will retain (b) a specific statement of concern, based upon the sole authority need to submit seek patent protection or to block publication if the manuscript for Publication; provided reviewing Party determines that the submitting Party agrees proposed disclosure contains or describes intellectual property that should be maintained as a trade secret to delay such Publication as necessary to enable the Parties to file protect a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party Compound or a copy Product or any Exploitation activities conducted under this Agreement, or (c) an identification of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrxreviewing Party’s Confidential Information without Ambrx’s prior written consentthat is contained in the material reviewed. In the event of concern over patent protection or whether maintaining a trade secret would be a priority, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each publishing Party agrees not to acknowledge submit such publication or to make such presentation that contains such information until the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing reviewing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission period of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engagedtime, and will be engaged in the futureno event more than [**], to conduct Clinical Trials of Compounds and Productsseek patent protection for any material in such publication or presentation which it believes is patentable or to resolve any other issues; provided, however, that the publishing Party shall abandon such proposed publication or presentation if the reviewing Party reasonably determines in good faith that maintaining such information as a trade secret is a commercially-reasonable priority. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Any Confidential Information of either the reviewing Party is disclosedshall, if requested by the reviewing Party, be removed.
Appears in 1 contract
Samples: Collaboration and License Agreement (PTC Therapeutics, Inc.)
Publications. Neither Party (a) Each party agrees that it shall publicly not publish or present or publish to the public the results of non-clinical scientific studies carried out under this Agreement (each such presentation or publication a “Publication”) clinical trials related to the Licensed Product in the Field without the opportunity for prior review by the other Party, except party.
(b) If a party (the "PUBLISHING PARTY") wishes to publish or to present to the extent otherwise required by Applicable Lawpublic such results, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party then it shall provide the other Party (the "NON-PUBLISHING PARTY") the opportunity to review the Publishing Party's proposed abstracts, manuscripts or presentations (including public oral presentations) that relate to any proposed Publication Licensed Product at least thirty [**] prior to its intended submission for publication or presentation. The Non-Publishing Party shall review the abstract, manuscript or presentation (30the "PUBLICATION") days to determine whether the Publication contains subject matter for which patent protection should be sought, or whether the manuscript contains Confidential Information belonging to the Non-Publishing Party. If the Non-Publishing Party consents publishing or presenting the Publication or fails to object to the Publication within [**] after receipt of the Publication, then the Disclosing Party shall be free to submit, publish or otherwise disclose such Publication.
(c) If the Non-Publishing Party believe the Publication discloses Confidential Information or a patentable invention belonging to the Non-Publishing Party, then prior to the earlier expiration of the [**] period from the date of receipt of such Publication by the Non-Publishing Party, the Non-Publishing Party shall notify the Publishing Party in writing of its presentation determination that such Publication contains Confidential Information or intended submission subject matter for publicationwhich patent protection should be sought. The submitting On receipt of such written notice, the Publishing Party agrees, upon request shall either: (i) redact any Confidential Information identified by the other Non-Publishing Party (if the Non-Publishing Party's objection is that the Publication contains Confidential Information belonging to the Non-Publishing Party), not to submit or present any (ii) delay public disclosure or submission of the Publication until the other Party has had thirty for an additional period of sixty (3060) days to comment on any material in such Publication. The submitting Party shall consider the comments permit preparation and filing of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claimingon the disclosed subject matter (if the Non-Publishing Party has identified potentially patentable subject matter). For clarity, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and party may publicly disclose without regard to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize preceding requirements of this Section 13.5 any information that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies was previously disclosed in a manner consistent with academic standards; provided that each Party will use reasonable efforts publication pursuant to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedthis Section 13.5.
Appears in 1 contract
Publications. Neither Party shall publicly present Notwithstanding Sections 11.2.1 (Releases Reporting the Activities of the Development Program) to 11.2.4 (Releases Require by Law or publish Regulation), both Parties recognize that the publication or disclosure of papers, presentations, abstracts or any other written or oral presentations regarding results of studies carried out and other information regarding the Products or Products obtained by or on behalf of the Parties in the performance of their obligations under this Agreement (each for the Territory including the P3 Trial may be beneficial to both Parties, provided, that such presentation publications or publication a “Publication”) without presentations are subject to reasonable controls to protect Confidential Information, the opportunity for prior review by patentability of inventions and other commercial considerations. Accordingly, the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 following shall apply with respect to disclosures required any such papers and presentations proposed for disclosure by either Party (the SEC and/or for regulatory filings“Disclosing Party”): The other Non-Disclosing Party shall have the right to review and approve any such proposed paper or presentation. The submitting Disclosing Party shall provide submit to the other Non-Disclosing Party the opportunity to review any proposed Publication publication or presentation (including posters, slides, abstracts, manuscripts, marketing materials and written descriptions of oral presentations) at least thirty (30) days [***] prior to the earlier date of its presentation or intended submission for publicationpublication or the date of presentation, whichever is earlier, of any of such submitted materials. The submitting Non-Disclosing Party agreesshall review such submitted materials and respond to the Disclosing Party as soon as reasonably possible, upon request but in any case within [***] ([***] for abstracts) of receipt thereof. At the option of the Non-Disclosing Party, the Disclosing Party shall (a) delete from such proposed publication or presentation any Confidential Information of the Non-Disclosing Party, and/or (b) delay the date of such submission for publication or the date of such presentation for a period of time sufficiently long (but in no event longer than an additional [***]) to permit the Non-Disclosing Party to prepare and file a patent application for any patentable subject matter in accordance with Section 9.6 (Patent Filing, Prosecutions, Maintenance and Strategy), and/or (c) in the case of proposed publication or presentation under clause (ii) above, delete from such proposed publication or presentation any information described in such clause (ii) the disclosure of which information could have an adverse effect on the further research, development, manufacture or commercialization of the relevant Collaboration Compound, Product or Companion Diagnostic as reasonably determined by Non-Disclosing Party. Once a publication has been approved by the other Non-Disclosing Party, not to submit or present any Publication until the other Disclosing Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments may make subsequent public disclosure of the other Party in good faith, but will retain contents of such publication without the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy further approval of the Publication Non-Disclosing Party; provided, such content is not presented with any new data or information or conclusions and/or in a form or manner that materially alters the understanding of the subject matter therein. In addition, CG will submit to Kissei the proposed publications or presentations (including posters, slides, abstracts, manuscripts, marketing materials and written descriptions of oral presentations) for CG Territory Activities prior to the date of submission for publication or the date of presentation, whichever is earlier, of any of such submitted materials for Kissei’s review to the extent possible under agreements with Third Parties existing at the time of such submission. In the case that such prior submission is not possible due to such agreements with Third Parties, CG will submit the materials to Kissei immediately after the publication or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.
Appears in 1 contract
Samples: License and Collaboration Agreement (CG Oncology, Inc.)
Publications. Neither Each Party shall publicly have the right to publish, present or publish results use Foreground Intellectual Property and/or any portion thereof that it Controls in furtherance of studies carried out under this Agreement its publication objectives (each such presentation or publication a “Publication”) without ). Blueprint will be responsible for and will control the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier timing and scope of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until of Blueprint Background Intellectual Property and Blueprint Foreground Intellectual Property. QIAGEN will be responsible for and control the other Party has had thirty (30) days to comment on timing and scope of any material in such Publication. The submitting Party shall consider the comments Publication of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such PatentQIAGEN Background Intellectual Property and QIAGEN Foreground Intellectual Property. The submitting Party shall provide the other Party a copy Any Publications of the Publication at the time of the submission or presentationJoint Foreground Intellectual Property must be agreed and approved by all Parties. Notwithstanding the foregoingFurthermore, BMS Blueprint shall not have the right to publish publish, present or present Ambrx’s Confidential Information use the QIAGEN Background Intellectual Property, QIAGEN Foreground Intellectual Property or any portion thereof for any Publication without AmbrxQIAGEN’s prior written consent, and Ambrx QIAGEN shall not have the right to publish publish, present or present BMS’ Confidential Information use the Blueprint Background Intellectual Property or Blueprint Foreground Intellectual Property or any portion thereof for any Publication without BMS’ Blueprint’s prior written consent. Each Such Publication shall be subject to the provisions of this Agreement relating to confidentiality and non-disclosure. At least [***] days prior to submission for publication, the publishing Party shall submit to the other Party for review any proposed Publication that contains any Intellectual Property Controlled by the other Party. The other Party shall review the proposed Publication and provide its comments to the publishing Party within [***] days of receipt. The Parties agree that the non-publishing Party may request the proposed submission date to be delayed, and the publishing Party agrees to acknowledge delay, by up to an additional [***] days in order to provide its comments or address concerns regarding the contributions of Publication. In addition, upon the other Party’s notice to the publishing Party that the other Party reasonably believes that one or more patent applications should be filed which relate to Foreground Intellectual Property Controlled by the other Party or Joint Foreground Intellectual Property 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 [***] 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 Information or other proprietary information belonging to such Party, such Party will notify the publishing Party, and the employees of the other Party, in publishing Party will remove all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject references to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of such Confidential Information or proprietary information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent applicationpublication, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedpresentation or use.
Appears in 1 contract
Samples: Master Collaboration Agreement (Blueprint Medicines Corp)
Publications. Neither Subject to the remainder of this Section 13.7 and subject to Section 17.4, neither Party nor its Affiliates shall make any publication or public disclosure regarding a Potential Antibody, Research Antibody, Research Compound, Research Product, Selected Research Compound, Selected Research Product, Licensed Compound, Licensed Product, or the Exploitation activities conducted by either Party under this Agreement, without the prior written consent of the other Party, except as expressly permitted in Section 13.3, Section 13.4 or Section 13.6; provided that from and after the License Option Effective Date, AbbVie shall be free to publish or publicly disclose the results of and information specifically related to any Licensed Compound or Licensed Product or the components thereof. The Party that desires to publish in accordance with the immediately preceding sentence shall provide the other Party with a copy of any proposed abstract, manuscript, or presentation no less than [**] prior to its intended submission for publication. The reviewing Party shall publicly present respond in writing promptly and in no event later than [**] after receipt of the proposed publication, which may include one (1) or publish results more of studies carried out the following: (a) comments on the proposed material, which the publishing Party shall consider in good faith, (b) a specific statement of concern based upon the need to seek patent protection or block publication if a Party reasonably determines that the proposed disclosure contains or describes intellectual property that should be maintained as a trade secret to protect a Potential Antibody, Research Antibody, Research Compound, Selected Research Compound, Licensed Compound, Research Product, Selected Research Product or Licensed Product, any Exploitation activities conducted under this Agreement or the Vectorization Technology, or (each such presentation or publication a “Publication”c) without an identification of the opportunity for prior review reviewing Party’s Confidential Information that is contained in the material reviewed, which, if requested by the other reviewing Party, except to the extent otherwise required by Applicable Lawpermitted to be disclosed pursuant to Section 13.2, in which case Section 12.3 13.3, Section 13.4 or Section 13.6, shall apply with respect to disclosures required be removed by the SEC and/or for regulatory filingspublishing Party. The submitting In the event of concern over patent protection, the publishing Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, agrees not to submit such publication or present any Publication to make such presentation that contains such information until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing reviewing Party is given a reasonable opportunity period of time, and in no event more than [**], to reviewseek patent protection for any material in such publication or presentation that it believes is patentable. In the event of concern over whether maintaining a trade secret would be a priority, comment upon and/or approve the Parties shall meet to discuss in good faith the content of the proposed publication or presentation as it relates to such trade secret, including whether the publishing Party should abandon such proposed publication or presentation in order to maintain the disclosed information to be included prior to submission of as a trade secret and, if such patent application, where and trade secret is Vectorization Technology (except to the extent required by Article 9 hereof. Notwithstanding such information specifically relates to a Licensed Compound or Licensed Product or the foregoingcomponents thereof), the Parties recognize that independent investigators have been engaged, and will be engaged in publishing Party shall remove such trade secret from such proposed publication or presentation unless otherwise agreed by the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedParties.
Appears in 1 contract
Samples: Collaboration and Option Agreement (Voyager Therapeutics, Inc.)
Publications. Neither Subject to Section 12.2, neither Party shall publicly publish or present or publish the results of any studies that directly relate to Development activities carried out under this Agreement or which relate to any non-clinical, pre-clinical or clinical data generated on any Product (each such presentation or publication a collectively, the “PublicationReviewable Publications”) ), without the opportunity for prior review by the other Party, except Party and subject to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect approval of the JDC. Each Party agrees to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party Party’s patent counsel and members of the JDC the opportunity to review any such proposed Publication abstracts, manuscripts or presentations (including verbal presentations) at least thirty (30) days prior to the earlier of its presentation or their intended submission for publication. The submitting Party publication and agrees, upon request by the other Partyrequest, not to submit any such abstract or present any Publication until the other Party has had manuscript for publication for such additional reasonable period of time (but not to exceed an additional thirty (30) days days) to comment on enable the other Party to secure patent protection for any material in such Publicationpublication which it believes to be patentable or to discuss the implications of publication on eventual commercialization and competitors at the JDC or JEC level. The submitting Party shall consider JDC will devise (and revise when appropriate) publication plans to guide the comments of Parties with respect to Products, which plans must be approved by the other Party in good faith, but will retain the sole authority to submit the manuscript for PublicationJEC; provided that the submitting Party agrees to delay such Publication as necessary to enable approval of the Parties to file a Patent if such Publication might adversely affect such PatentJDC shall still be required for each Reviewable Publication. The submitting Neither Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 Article 12 shall prohibit the inclusion of information in a patent application claimingpublication if necessary for a Patent application, and in furtherance of, except for Confidential Information of the manufacture, use, sale or formulation of a Compoundnon-filing Party, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve review the information to be included prior to submission of such patent Patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Phase I – IIIB Clinical Trials and Phase IV Studies of Compounds and Productsthe Product(s). The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedPatent applications.
Appears in 1 contract
Samples: Collaboration and Co Promotion Agreement (Medarex Inc)
Publications. Neither Party The Parties agree that decisions regarding the timing and content of Publications shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except be subject to the extent otherwise required by Applicable Lawoversight and approval of the JDC and neither Party nor its Affiliates shall have the right to make Publications pertaining to the Research Program or any Product except as provided in this Agreement. If a Party desires to make a Publication, in which case Section 12.3 shall apply such Party must comply with respect to disclosures required by the SEC and/or for regulatory filings. following procedure:
8.6.1 The submitting publishing Party shall provide the other Party JDC with an advance copy of the opportunity to review any proposed Publication at least thirty Publication, and the JDC shall then have ten (3010) business days prior to the earlier of its presentation or intended submission for publication. The submitting any Publication in which to determine whether the Publication should be submitted and under what conditions, including (a) delaying sufficiently long to permit the timely preparation and filing of a patent application or (b) specifying changes the JDC reasonably believes are necessary to preserve Confidential Information contained in any unpublished Patent or Know-How belonging in whole or in part to the non-publishing Party.
8.6.2 In addition, if the non-publishing Party agreesinforms the publishing Party that such Publication, upon request by in the other non-publishing Party’s reasonable judgment, discloses any Confidential Information of the non-publishing Party or could be expected to have a material adverse effect on any Know-How which is Confidential Information of the non-publishing Party, not to submit such Confidential Information or present any Publication until Know-How shall be deleted from the other Party has had thirty (30) days to comment on any material in such Publication. The submitting .
8.6.3 Each Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentits Publications approved pursuant to this Section 8.6.3 at scientific conferences, and Ambrx shall not have including at any conferences in any country in the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partyworld, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to any conditions imposed by the JDC in its approval.
8.6.4 For purposes of convenience, the JDC may delegate its responsibilities under this Section 12.5. Nothing contained 8.6.4 to one or more representatives of Amerimmune or Histogen.
8.6.5 Notwithstanding any other provision of this Agreement, the Parties shall, through the JDC review and approval process set forth in this Section 12.4 shall prohibit the inclusion of information 8.6, seek to promptly publish in a patent application claimingpeer-reviewed scientific journal, and in furtherance ofwith Dr. Oral Alpan as the lead author, the manufacture, use, sale or formulation results of a Compound, provided that any the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve Initial Trial following delivery of the information to be included prior to submission of such patent application, where and corresponding Initial Trial Report to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedJDC.
Appears in 1 contract
Samples: Collaborative Development and Commercialization Agreement (Histogen Inc.)
Publications. Neither Party The content and timing of any publications relating to the Phase II Clinical Study, the Product, and/or the Co-Development Data shall publicly present or publish results be jointly approved by the JSC. However if the JSC cannot jointly agree, then CicloMed shall have the sole decision-making authority as to the content and timing of studies carried out under this Agreement (each such presentation or publication a “Publication”) any publications relating to the Phase II Clinical Study, the Product and the Product Results and/or the CicloMed Co-Development Data, and Notable shall have the sole decision-making authority as to the content and timing of any publications relating to the Notable Test, the Notable Test Results and/or the Notable Co-Development Data. For purposes of clarity and without limiting the foregoing, CicloMed shall not be entitled to reference the Notable Test Results in any publications without the opportunity for prior review approval of Notable, and Notable shall not be entitled to reference the Product Results in any publications without the approval of CicloMed, in each case except as otherwise reflected in any joint publications. Authorships of any publications will accurately reflect respective contributions made by the other PartyParties. Where only one Party is publishing a publication, except the publishing Pxxxx agrees to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party with a copy of the opportunity to review paper or proposal for publication or for any proposed Publication other public disclosure at least sixty (60) days prior to its submission for publication or public disclosure. The other Party may review the manuscript solely in order to identify results that are potentially patentable technology so that appropriate steps may be taken to protect such technology, pursuant to Article 5. The non-publishing Party agrees to hold such advance copies of any papers or proposals for publication in confidence. The non-publishing Party will provide comments, if any, within thirty (30) days prior to of receipt of paper or abstract and the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting publishing Party shall consider the such comments of the other Party in good faith. If the non-publishing Party decides, but will retain the sole authority according to submit the manuscript for Publication; provided Article 5, that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance ofshould be filed, the manufacturepublication or presentation may, use, sale or formulation of a Compound, provided that at the non-filing Party publishing Party’s request, be delayed an additional sixty (60) days or until a patent application is given a reasonable opportunity to reviewfiled, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereofwhichever is sooner. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to shall ensure that no Confidential Information publication or public disclosure of either any Co-Development Data or results shall be made by a Third Party until after the first to occur of (a) publication of the multi-center Phase II Clinical Study Data or results; (b) decision by JSC that such a multi-center submission is disclosedno longer planned; or (c) eighteen (18) months after the CSR for the Phase II Clinical Study has been completed and submitted to the FDA.
Appears in 1 contract
Samples: Co Development and Profit Sharing Agreement (Vascular Biogenics Ltd.)
Publications. Neither Party FivePrime shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish manuscripts, abstracts, presentations or present Ambrx’s Confidential Information other articles in scientific journals or at scientific conferences relating to any Licensed Product without Ambrx’s obtaining the prior written consentconsent of INBRX; provided, and Ambrx however, that (i) INBRX shall not have the right to publish review and comment upon each such manuscript, abstract, presentation or present BMS’ other article in which an INBRX employee is also named as an author, that contains any Confidential Information without BMS’ prior written consentof INBRX, INBRX Collaboration Know-How, Joint Collaboration Know-How or INBRX Know-How and FivePrime shall consider such comments in good faith, and (ii) INBRX shall be noted, including at INBRX’s discretion, the name and, if applicable, logo of INBRX, on each such publication. Each In the event that either Party agrees desires to acknowledge the contributions make a publication pursuant to this Section 8.6, such Party shall provide a copy of the proposed publication (including abstracts, or presentation to a journal, editor, meeting, seminar or other Party, and the employees of third party) to the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, for comment upon and/or approve the information to be included at least *** prior to submission of such patent applicationproposed manuscript for publication; the object being to prevent either the endangerment of applications for the protection of property rights by premature publications detrimental to their novelty or the disclosure of Confidential Information. If, where and to during the extent required by Article 9 hereof. Notwithstanding *** specified above the foregoingnon-publishing Party notifies the other Party that a proposed publication contains patentable subject matter which requires protection, the Parties recognize non-publishing Party may by written notice delay the publication for a period of time not to exceed *** from the date of such written notice to seek appropriate patent protection for any subject matter in such publication that independent investigators have been engaged, and will it reasonably believes may be engaged in the future, to conduct Clinical Trials of Compounds and Productspatentable. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each publishing Party will use reasonable efforts to prevent shall delete from the proposed publication prior to the filing of relevant patent applications and to ensure that no submission all Confidential Information of either the non-publishing Party is disclosedthat the non-publishing Party identifies in good faith and requests to be deleted.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Publications. Neither The Parties acknowledge that scientific publications must be strictly monitored to prevent any adverse effect from premature publication of results of the Parties activities hereunder including under any Technical Development, Fcab Discovery or mAb2 Development.
9.4.1 Prior to the expiration of the Buy-out Option Period neither Party shall publicly present make any publications, presentations or publish results of studies carried out under this Agreement (each such presentation or publication public disclosures related to a “Publication”) without the opportunity for prior review Gamma Fcab unless agreed in writing by the other Party.
9.4.2 On a mAb2-by-mAb2 basis, except (a) Gamma shall have the right to make any publications, presentations or public disclosures related to a mAb2 or the corresponding Licensed Product without the need to seek approval or comment from F-star or F-star Ltd or F-star GmbH, and (b) neither F-star, nor F-star GmbH, F-star Ltd or their respective Affiliates may make any publications, presentations or public disclosures related to a mAb2 or the corresponding Licensed Product without Gamma’s prior written approval.
9.4.3 Before any paper is submitted for publication or an oral presentation is made for which review or approval rights are provided under Section 9.4, the publishing or presenting Party (or F-star Ltd or F-star GmbH or their respective Affiliates, if they are publishing or presenting, collectively, the “Publishing Party”)) shall deliver a then-current copy of the paper or materials for oral presentation to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting non-publishing Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to submitting the earlier of its paper to a publisher or making the presentation where written approval is required and at least fifteen (15) days prior to submitting the paper to a publisher or intended submission for publicationmaking the presentation where approval is not required. The submitting non-publishing Party agrees, upon request by shall review any such paper and give its comments to such Publishing Party within ten (10) days of the delivery of such paper to such other Party. The Publishing Party shall comply with the other Party, not ’s request to submit or present any Publication until delete references to the other Party has had thirty Party’s Confidential Information in any such paper and will withhold publication of any such paper or any presentation of same for an additional sixty (3060) days in order to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable permit the Parties to file a obtain Patent protection if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of deems it necessary.
9.4.4 Notwithstanding anything herein to the Publication at the time of the submission or presentation. Notwithstanding the foregoingcontrary, BMS F-star, F-star GmbH, F-star Ltd, and its and their respective Affiliates shall not have the right to publish make any publications, presentations or present Ambrx’s Confidential Information without Ambrx’s prior written consentpublic disclosures relating to (a) any Fcabs other than Gamma Fcabs, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the (b) any Antibody other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and than to the extent required related to a mAb2 or Licensed Product, in each case without any approval, review or comments rights by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedGamma.
Appears in 1 contract
Samples: Gamma Ip Licence Agreement (Denali Therapeutics Inc.)
Publications. Neither Party shall publicly present Except as required by applicable law or publish results of studies carried out court order, any publication, presentation or abstract concerning the activities conducted under this Agreement Agreement, the Licensed Antibodies or the Licensed Products will be subject to the oversight, guidelines and approval of the JSC. The JSC will establish, promptly after the Effective Date, guidelines that require: (a) each Party’s timely review of all such publications, presentations or abstracts, (b) protection of Confidential Information and coordination with EQRx or Licensor prior to any disclosure of patentable subject matter, (c) that all such publications, presentations and abstracts are consistent with good scientific practice and accurately reflect work done and the contributions of the Parties, and (d) that no such publication, presentation or publication a “Publication”) without the opportunity for prior review by the other Party, abstract be made except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required approved by the SEC and/or JSC in advance in writing. Unless otherwise mutually agreed upon by the Parties, (i) the Party desiring to publish or present any publication, presentation or abstract concerning the activities to be conducted hereunder (the “Publishing Party”) will transmit to the other Party (the “Reviewing Party”) for regulatory filings. The submitting review and comment a copy of the proposed publication, presentation or abstract [***] prior to the proposed submission of the publication, presentation or abstract to a Third Party; (ii) the Reviewing Party shall provide the other Publishing Party with its comments in writing, if any, within [***] after receipt of such proposed publication, presentation or abstract and the opportunity to review Publishing Party shall consider in good faith any comments provided by the Reviewing Party and shall remove any and all of the Reviewing Party’s Confidential Information from the proposed Publication at least thirty (30) days prior publication, presentation or abstract to the earlier of its extent requested by the Reviewing Party; and (iii) the Publishing Party will postpone the publication, presentation or intended submission for publication. The submitting Party agrees, abstract by upon request by the Reviewing Party in order to allow the consideration of appropriate patent applications or other Partyprotection on information contained in the publication, not to submit presentation or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publicationabstract. The submitting Party shall consider Parties agree that following the comments dissolution of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject JSC pursuant to Section 12.5. Nothing contained 3.4 (Discontinuation of JSC), the restrictions in this Section 12.4 shall prohibit the inclusion (Publications) will be of information in a patent application claimingno further force and effect, and in furtherance ofall publications, presentations and abstracts concerning the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and activities conducted under this Agreement will be engaged in coordinated directly between the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedParties.
Appears in 1 contract
Samples: Exclusive License Agreement (CM Life Sciences III Inc.)
Publications. Neither Party shall publish or present publicly present or publish the results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other PartyParty in accordance with the provisions set forth in this Section 10.6.
10.6.1 GPC Biotech shall have the right to review any paper proposed for publication, except including any oral presentation or abstract and any confidential submission for review of a paper or an abstract (each, a “Publication”) by Yakult, which pertains to the extent otherwise required by Applicable Lawresults of Clinical Studies, in which case Section 12.3 shall apply Post Approval Studies or other studies with respect to disclosures required the Licensed Product or includes other data generated under this Agreement or which includes Confidential Information of GPC Biotech, all in accordance with Section 10.6.2. Solely in the event that GPC Biotech proposes to include in a Publication Clinical Data generated by Yakult under this Agreement or any Yakult Confidential Information, Yakult shall have, solely with respect to the SEC and/or for regulatory filings. references to such Clinical Data or Yakult Confidential Information in such Publication, the right to review any such Publication, all in accordance with Section 10.6.2.
10.6.2 The submitting publishing or presenting Party shall provide deliver a complete copy of the Publication to the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to submitting the earlier of its paper to a publisher or making the presentation or intended submission for publication(as the case may be). The submitting other Party agreesshall review any such Publication and give its comments to the publishing or presenting Party within fifteen (15) days of the delivery thereof, making reasonable efforts to expedite review of oral presentation materials and abstracts. Failure to respond within such fifteen (15) days shall be deemed approval to publish or present. In any event, upon request by the other Party’s request, not the publishing or presenting Party shall delete references to submit or present the other Party’s Confidential Information in any such Publication until and shall withhold publication of any such Publication for an additional sixty (60) days in order to permit the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file an application for a Patent or other Intellectual Property Right if such Party deems it necessary. Any Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy include recognition of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other PartyParty according to standard practice for assigning scientific credit, and the employees of the other Partyeither through authorship or acknowledgement, in all publications as scientifically may be appropriate. This Section 12.4 .
10.6.3 Yakult shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use commercially reasonable efforts to prevent publication prior cause investigators and institutions participating in Clinical Studies and Post Approval Studies for the Licensed Product with which it contracts to the filing of relevant patent applications agree to terms substantially similar to those set forth in this Section, which efforts shall satisfy Yakult’s obligations under this Section with respect to such investigators and to ensure that no Confidential Information of either Party is disclosedinstitutions.
Appears in 1 contract
Samples: License Agreement (GPC Biotech Ag)
Publications. Neither Each Party shall publicly have the right to publish, present or publish results use Foreground Intellectual Property and/or any portion thereof that it Controls in furtherance of studies carried out under this Agreement its publication objectives, or for non-confidential discussions with a Third Party (each such presentation or publication a “Publication”) without ). Tokai will be responsible for and control the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier timing and scope of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until of [**] and Tokai Foreground Intellectual Property. QIAGEN will be responsible for and control the other Party has had thirty (30) days to comment on timing and scope of any material in such Publication. The submitting Party shall consider the comments Publication of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent[**] and QIAGEN Foreground Intellectual Property. The submitting Party shall provide the other Party a copy Any Publications of the Publication at the time Joint Foreground Confidential and Proprietary Information of the submission or presentationTokai and QIAGEN Intellectual Property must be agreed and approved by all Parties. Notwithstanding the foregoingFurthermore, BMS Tokai shall not have the right to publish publish, present or present Ambrx’s Confidential Information use the [**], QIAGEN Foreground Intellectual Property or any portion thereof for any Publication without AmbrxQIAGEN’s prior written consent, and Ambrx QIAGEN shall not have the right to publish publish, present or present BMS’ Confidential Information use the [**] or Tokai Foreground Intellectual Property or any portion thereof for any Publication without BMS’ Tokai’s prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and Such Publication shall be subject to Section 12.5the provisions of this Agreement relating to confidentiality and non-disclosure. Nothing contained in this Section 12.4 At least [**] days prior to submission for publication, the publishing Party shall prohibit submit to the inclusion other Party for review any proposed Publication. The other Party shall review the proposed Publication and provide its comments to the publishing Party within [**] days of information in a patent application claimingreceipt. The Parties agree that the non-publishing Party may request the proposed submission date to be delayed, and the publishing Party agrees to delay, by up to an additional [**] days in furtherance oforder to provide its comments or address concerns regarding the Publication. In addition, upon the other Party’s notice to the publishing Party that the other Party reasonably believes that one or more patent applications should be filed which relate to Foreground Intellectual Property Controlled by the other Party or Joint Foreground Intellectual Property prior to any Publication, the manufacture, use, sale or formulation of a Compoundpublishing Party shall delay the Publication until such patent application(s) have been filed, provided that the non-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 [**] days from the date of such notice by the other Party is given a reasonable opportunity to reviewthe publishing Party. If the other Party believes that any Publication contains Confidential Information or other proprietary information belonging to such Party, comment upon and/or approve such Party will notify the publishing Party, which will remove all references to such Confidential Information or proprietary information to be included prior to submission of such patent applicationpublication, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedpresentation or use.
Appears in 1 contract
Samples: Master Collaboration Agreement
Publications. Neither Party shall publicly present or publish Each party recognizes that the publication of papers regarding results of studies carried out under this Agreement (the Screening Program, including oral presentations and abstracts, may be beneficial to both parties provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the parties to maintain the confidentiality of any Confidential Information regarding the compounds included in any patent application until such patent application has been published. Accordingly, each such presentation or party shall have the right to review and comment upon any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Partyparty regarding results of the Screening Program hereunder, except including oral presentations and abstracts, which utilizes data generated from the Screening Program and/or includes Confidential Information of the other party. Before any such paper is submitted for publication, the party proposing publication shall deliver a complete copy to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication party at least thirty (30) days prior to submitting the earlier of its presentation or intended submission for publicationpaper to a publisher. The submitting Party agrees, upon request by receiving party shall review any such paper and give its comments to the other Party, not to submit or present any Publication until the other Party has had thirty publishing party within twenty (3020) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain delivery of such paper to the sole authority receiving party. With respect to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance oforal presentation materials, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use parties shall make reasonable efforts to prevent publication prior expedite review of such materials, and shall return such items as soon as practicable to the filing disclosing party with appropriate comments, if any, but in no event later than twenty (20) days from the date of relevant patent applications and delivery to ensure that no the receiving party. The disclosing party shall comply with the other party's request to delete references to such other party's Confidential Information in any such paper * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. and agrees to withhold publication of same for an additional one hundred eighty (180) days (or longer if necessary) in order to permit the parties to obtain patent protection, if either Party of the parties deem it necessary, in accordance with the terms of this Agreement. If there is discloseda dispute regarding publications, such dispute shall be resolved by the Steering Committee.
Appears in 1 contract
Samples: Collaboration Agreement (Neogenesis Pharmaceuticals Inc)
Publications. Neither Party shall publicly present publish and/or make scientific presentations (or publish results allow any Third Party to make any publication or presentation on its behalf), the subject matter of studies carried out under which relates to or concerns the Licensed Products, the IMDZ Licensed Technology exclusively within the Field, the Sanofi Technology or any activities either Party may perform pursuant to this Agreement (each unless such Party complies in all respects with the provisions of this Section 17.8. The Party proposing to publish or make a presentation shall deliver to the other Party copies of all articles and papers to be published, and reasonably detailed abstracts of presentations to be made, concerning such subject matter at least *** prior to the anticipated submission or presentation date thereof. The other Party shall have *** after receipt of said copies to approve such proposed publication or presentation or to object to such proposed publication or presentation because ***. In the event that the reviewing Party makes such objection, the Party proposing to publish or make a “Publication”scientific presentation shall (a) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Lawthe proposed scientific publication or presentation discloses ***, and (b) in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or event that any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 43 - proposed scientific publication or presentation discloses ***. Proper acknowledgement will be made for regulatory filings. The submitting Party shall provide the other Party ownership of each Party’s intellectual property that is the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments subject of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission publication or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees contributions, if any, of each Party to the research results or other Partyinformation and material being published. For the avoidance of doubt, in all publications as scientifically appropriate. This Section 12.4 investor, partnering or similar presentations shall not limit and shall be subject deemed to Section 12.5. Nothing contained in be publications under this Section 12.4 shall prohibit the inclusion of information in a patent application claiming17.8, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information but instead are to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedaddressed under Section 17.7.
Appears in 1 contract
Samples: License Agreement
Publications. Neither Party The Parties agree that decisions regarding the timing and content of Publications shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except be subject to the extent otherwise required by Applicable Lawoversight and approval of the JSC and neither Party nor its Affiliates shall have the right to make Publications pertaining to any Program Compound(s), in which case Section 12.3 shall apply Program Product(s) or Program Target(s) except as provided herein. If a Party or its Affiliates desire to make a Publication, such Party must comply with respect to disclosures required by the SEC and/or for regulatory filings. following procedure:
8.4.1 The submitting publishing Party shall provide the other JSC and the non-publishing Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a with an advance copy of the proposed Publication, and the JSC shall then have [**] prior to submission for any Publication at ([**] in the time case of an abstract or oral presentation) in which to determine whether the Publication meets the Publication Guidelines and may be published and under what conditions, including (a) delaying sufficiently long to permit the timely preparation and filing of a patent application or (b) specifying changes the JSC reasonably believes are necessary to preserve any Patents or Know-How belonging (whether through ownership or license, including under this Agreement) in whole or in part to the non-publishing Party.
8.4.2 In addition, if the non-publishing Party informs the publishing Party that such Publication, in the non-publishing Party’s reasonable judgment, discloses any Confidential Information of the submission non-publishing Party or presentation. Notwithstanding could be expected to have a material adverse effect on any Know-How which is Confidential Information of the foregoingnon-publishing Party, BMS such Confidential Information or Know-How shall not be deleted from the Publication.
8.4.3 Each Party shall have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentits Publications approved pursuant to this Section 8.4.3 at scientific conferences, and Ambrx shall not have including at any conferences in any country in the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Partyworld, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained any conditions imposed by the JSC in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. its approval.
8.4.4 Notwithstanding the foregoing, the Parties recognize acknowledge that, to the extent that independent investigators any Publication relates to Agios Intellectual Property that Agios has licensed from a Third Party, its licensor(s) may have been engagedretained the right to publish certain information, and will be engaged nothing in this Section 8.4.4 is intended to restrict the futureexercise of such rights; provided that, to conduct Clinical Trials of Compounds the extent that Agios has the right to review and Products. The Parties recognize that comment on any such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior publications, Agios shall, to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedextent permissible under its agreements with such Third Parties, exercise such rights after consultation with Celgene.
Appears in 1 contract
Samples: Master Research and Collaboration Agreement (Agios Pharmaceuticals Inc)
Publications. Neither Except as expressly permitted in this Section 10.5, neither Party shall nor its Affiliates or sublicensees will publish or publicly present or publish disclose the scientific results of studies carried out any of the activities conducted by the other Party under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior written consent of the other Party. The Parties recognize that it may be useful or required to publish or publicly disclose the results of Exploitation activities conducted hereunder, and each Party (and its Affiliates and sublicensees) will be free to publish or publicly disclose such results, including on its clinical trials registry or on a government-sponsored database such as xxx.xxxxxxxxxxxxxx.xxx, subject to the prior review by the other Party, except to the extent otherwise required by Applicable Law, Party for patentability and protection of its Confidential Information as described in which case this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings10.5. The submitting Party shall that desires to publish such results will provide the other Party with a copy of such proposed abstract, manuscript, or presentation no less than 30 days (14 days in the opportunity to review any proposed Publication at least thirty (30case of abstracts) days prior to the earlier of its presentation or intended submission for publication. The submitting reviewing Party agrees, upon request by will respond in writing promptly and in no event later than 14 days (seven days in 165301880 the other Party, not to submit or present any Publication until the other Party has had thirty (30case of abstracts) days to comment on any material in such Publication. The submitting Party shall consider the comments after receipt of the other proposed material, with one or more of the following: (a) comments on the proposed material, which the publishing Party will consider in good faith, but will retain (b) a specific statement of concern, based upon the sole authority need to submit seek patent protection or to block publication if the manuscript for Publication; provided reviewing Party determines that the submitting Party agrees proposed disclosure contains or describes intellectual property that should be maintained as a trade secret to delay such Publication as necessary to enable protect the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy Product or any Exploitation activities conducted under this Agreement, or (c) an identification of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrxreviewing Party’s Confidential Information without Ambrx’s prior written consentthat is contained in the material reviewed. In the event of concern over patent protection or whether maintaining a trade secret would be a priority, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each publishing Party agrees not to acknowledge submit such publication or to make such presentation that contains such information until the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing reviewing Party is given a reasonable opportunity period of time, and in no event more than 30 days, to reviewseek patent protection for any material in such publication or presentation which it believes is patentable or to resolve any other issues. Notwithstanding anything herein to the contrary, comment upon and/or approve none of Akcea, its Affiliates, its sublicensees, nor any licensee pursuant to a Permitted License entered into after the information Execution Date may publish or publicly disclose any scientific data or results specific to the Compound, the Product, the Akcea Product-Specific IP or the Pfizer Product-Specific IP without Pfizer’s written consent, not to be included prior to submission of such patent applicationunreasonably withheld, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engagedconditioned or delayed, and will be engaged in the future, Akcea shall cause any such person to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in comply with this Section 10.5 as if it was a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedparty hereto.
Appears in 1 contract
Publications. Neither Party shall publicly present or publish Each party recognizes that the publication of papers regarding results of studies carried out under this Agreement (the Screening Program, including oral presentations and abstracts, may be beneficial to both parties provided such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the parties to maintain the confidentiality of any Confidential Information regarding the compounds included in any patent application until such patent application has been published. Accordingly, each such presentation or party shall have the right to review and comment upon any paper proposed for publication a “Publication”) without the opportunity for prior review by the other Partyparty regarding results of the *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 34 Screening Program hereunder, except including oral presentations and abstracts, which utilizes data generated from the Screening Program and/or includes Confidential Information of the other party. Before any such paper is submitted for publication, the party proposing publication shall deliver a complete copy to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication party at least thirty (30) days prior to submitting the earlier of its presentation or intended submission for publicationpaper to a publisher. The submitting Party agrees, upon request by receiving party shall review any such paper and give its comments to the other Party, not to submit or present any Publication until the other Party has had thirty publishing party within twenty (3020) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain delivery of such paper to the sole authority receiving party. With respect to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance oforal presentation materials, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use parties shall make reasonable efforts to prevent publication prior expedite review of such materials, and shall return such items as soon as practicable to the filing disclosing party with appropriate comments, if any, but in no event later than twenty (20) days from the date of relevant patent applications and delivery to ensure that no the receiving party. The disclosing party shall comply with the other party's request to delete references to such other party's Confidential Information in any such paper and agrees to withhold publication of same for an additional one hundred eighty (180) days (or longer if necessary) in order to permit the parties to obtain patent protection, if either Party of the parties deem it necessary, in accordance with the terms of this Agreement. If there is discloseda dispute regarding publications, such dispute shall be resolved by the Steering Committee.
Appears in 1 contract
Samples: Confidentiality Agreement (Neogenesis Pharmaceuticals Inc)