Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party. (b) The Parties agree that any news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed). (c) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 3 contracts
Samples: License Agreement (Ultragenyx Pharmaceutical Inc.), License Agreement (Ultragenyx Pharmaceutical Inc.), License Agreement (Ultragenyx Pharmaceutical Inc.)
Publicity/Use of Names. Notwithstanding anything to the contrary in HGS and FivePrime have agreed on language of a joint press release announcing this Agreement, until which is attached hereto as Exhibit E, to be issued by the expiration Parties promptly after the mutual execution of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable LawAgreement. Subject to Sections 6.1, 6.2 and 6.3Section 10.3, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.510.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 10.5 or with the prior express written permission of the other Party, except as may be required by applicable Law.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a10.5(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more less than seven (7) *** days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this the Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party.
(b) The Further, each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the Government Authorities) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable Law) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within *** days of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the development and/or commercialization of a Compound or Product being Developed or Commercialized under this Agreement, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed.
(c) Other than the press release set forth in Exhibit E, the Parties agree that any other news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, FivePrime shall have the right to disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement, completion and key results of the FP-1039 Phase 1 Trial and/or any FP-1039 Endometrial Trial (FP-1039-002); (iii) the receipt of any milestone payments under this Agreement; (iv) Regulatory Approval of any Product; (v) the first Commercial Sale of any Product; and (vi) royalties received from HGS (without disclosing the royalty rate or Net Sales reported by HGS). For each such disclosure, unless FivePrime otherwise has the right to make such disclosure under this Article 10, FivePrime shall provide HGS with a draft of such disclosure at least *** business days prior to its intended release for HGS’ review and comment, and shall consider HGS’ comments in good faith. If FivePrime does not receive comments from HGS within *** business days, FivePrime shall have the right to make such disclosure without further delay. In addition, FivePrime shall have the right to, without HGS’ prior written approval, list FP-1039 and any other Compound or Product on its website and in presentations of its product pipeline, identifying such Compounds and Products with FivePrime’s and HGS’ logos and name to indicate that such Compounds and Products are covered by this Agreement.
(cd) The Parties agree that after (i) a disclosure pursuant to Section 6.5(b10.5(b), ; or (ii) the issuance of a press release (including the initial press release) or making of any other public announcement pursuant to Section 6.5(c10.5(c) has been reviewed and approved by the other Party, the disclosing either Party may make subsequent public disclosures reiterating information in such information disclosure, press release or other announcement without having to obtain the other Party’s prior consent and approval.
(e) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, the company’s website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases issued pursuant to this Section 10.5.
Appears in 3 contracts
Samples: License and Collaboration Agreement (Five Prime Therapeutics Inc), License and Collaboration Agreement (Five Prime Therapeutics Inc), License and Collaboration Agreement (Five Prime Therapeutics Inc)
Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with the prior express written permission of the other Party, except as may be required by applicable Law.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US U.S. Securities and Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) *** days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts commercially reasonable efforts to obtain confidential treatment of this Agreement from the US U.S. Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party.
(b) Further, each Party acknowledges that the other Party may be legally or by stock exchange rules required to make public disclosures (including in filings with the Government Authorities or stock exchanges) of the terms of this Agreement or certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law or by stock exchange rules, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable Law and rules) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within *** days of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the development or commercialization of a Compound or Product being Developed or Commercialized under this Agreement, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed.
(c) The Parties agree that any news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such Parties, which approval not to be unreasonably withheld or delayed)either Party may withhold at its sole discretion.
(cd) The Parties agree that after a disclosure pursuant to Section 6.5(b), or a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 2 contracts
Samples: Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc)
Publicity/Use of Names. Notwithstanding anything 6.4.1 A public announcement may be made by Company on or following the date hereof substantially in the form attached hereto as Schedule 6.4.
6.4.2 If either Party desires to the contrary in make a public announcement concerning this Agreement, until such Party shall give reasonable prior advance notice to the expiration other Party and provide the proposed text of such announcement to the other Party no later than [***] Option business days prior to the anticipated date of disclosure for its prior review and Ultragenyx’s receipt comment and approval (such approval not to be unreasonably withheld); provided, that in the case of a press release or governmental filing required by applicable laws, rules or regulations (including regulations promulgated by securities exchanges), the disclosing Party shall not be required to obtain approval therefore, but shall provide the other Party with such advance notice as it reasonably can and provide the proposed text of such press release or government filing to the other Party no later than [***] business days prior to the anticipated date of disclosure (or such shorter period as may be required by the applicable laws, rules or regulations) for an opportunity to review and comment on the proposed disclosure, such comments to be considered in good faith. Neither Party shall be required to seek the permission of the Ultragenyx Option Notice, the existence and other Party to repeat any information regarding the terms of this Agreement are each or any amendment thereto that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 6.4, provided such information remains accurate as of such time.
6.4.3 The Parties acknowledge that either or both Parties may be obligated to file under applicable laws, rules or regulations a copy of this Agreement with the U.S. Securities and Exchange Commission or other governmental authorities. Each Party shall be entitled to make such a required filing without being required to obtain approval therefore from the other Party, provided that it requests confidential treatment of the commercial terms and sensitive technical terms hereof to the extent such confidential treatment is available to such Party and permitted by such governmental authority. In the event of any such filing, the filing Party will consult with the other Party, and consider the other Party’s Confidential Information and such shall comments in good faith, on the provisions of this Agreement to be held redacted in strict confidence and not disclosed by either Party, except any filing made with the prior express written permission of the other Party U.S. Securities and Exchange Commission or as may be otherwise required by applicable Law. Subject to Sections 6.1laws, 6.2 and 6.3rules or regulations.
6.4.4 Except as expressly provided herein, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5, and no neither Party shall use the name, trademark, trade name or logo of the other Party, Party or any of its Affiliates (or any abbreviation or adaptation thereof) or the names of their respective employees in any publicity, promotionpublication, news release release, promotion or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with other form of publicity without the prior express written permission approval of the other Party, except as may be required by applicable Law.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party.
(b) The Parties agree that any news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed).
(c) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 2 contracts
Samples: Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.), Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.)
Publicity/Use of Names. Notwithstanding anything (a) The Parties have agreed to the contrary in issue a joint press release or separate press releases announcing this Agreement, until to be issued by the expiration of Parties at a mutually agreed date and time, in the [***] Option and Ultragenyx’s receipt of form(s) to be agreed by the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable LawParties. Subject to Sections 6.111.3 and 11.4 above, 6.2 and 6.3, (i) no other disclosure of the existence or the terms of this Agreement or otherwise relating to this Agreement or the activities hereunder may be made by either Party or its Affiliates Affiliates, except as provided for press releases relating to a Product in this Section 6.5a particular country or region made, after launch of such Product in such country, in the ordinary course of business by a Party Commercializing such Product in such country hereunder (e.g., price change announcements), and (ii) no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except in each case (i) and (ii) as provided in this Section 6.5 11.5 or as otherwise provided in this Agreement or any Ancillary Agreement or with the prior express written permission of the other Party, except as may be required by applicable Applicable Law.
(ab) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US U.S. Securities and Exchange Commission (the “SEC”) or equivalent foreign agency) agency to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a)Applicable Law. In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to may promptly (and in any event, no more less than seven three (73) days Business Days after receipt of such confidential treatment request and proposed redactions) give provide its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Lawcomments. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed reasonably consider any comments thereto provided by the other PartyParty within such three (3) day period.
(bc) The Parties agree Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any news release or comments thereto provided by the other public announcement relating to Party within three (3) Business Days after the terms and conditions receipt of such proposed disclosure.
(d) Notwithstanding the other provisions of this Agreement or the performance hereunder shall not be made until Agreement, at any time after the earlier release of the initial press release(s) described in Section 11.5(a), each Party shall have the right to disclose publicly (including on its website) the following: (i) expiration or termination of the [***] Option and fact that the Parties have entered into this Agreement; (ii) [***] the commencement, completion and key results of each clinical trial conducted by such Party under this Agreement; (iii) the payment or receipt of any milestone payments under this Agreement, but not the amount of such milestone payments; (iv) Regulatory Approval of any Product; (v) the First Commercial Sale of any Product; (vi) royalties received from the other Party (without disclosing the royalty rate, Net Sales or amount of royalties reported by Sanofi); and (vii) the exercise of the DCM1 [***] Option, the Expanded Use Co-Promotion Option or the Co-Promotion Option. Any For each such news releasedisclosure, any further news unless a Party otherwise has the right to make such disclosure under this ARTICLE 11, such Party shall provide the other Party with a draft of such disclosure at least five (5) Business Days prior to its intended release or for such other public disclosure that would disclose information other than that already in the public domainParty’s review, comment and approval, which shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed).
(c) The Parties agree that after a disclosure pursuant subject to Section 6.5(b11.5(a), ). If a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by Party does not receive comments from the other PartyParty within ten (10) Business Days of providing such draft, such Party shall have the disclosing Party may right to make subsequent public disclosures reiterating such information disclosure without having to obtain the other Party’s prior consent and approvalfurther delay.
Appears in 2 contracts
Samples: License and Collaboration Agreement (MyoKardia Inc), License and Collaboration Agreement (MyoKardia Inc)
Publicity/Use of Names. Notwithstanding anything to (a) The Parties agree that the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the material terms of this Agreement are each Party’s the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 9.3 and this Section 9.6. The Parties have agreed on language of a unilateral or joint press release announcing this Agreement, which is attached hereto as Exhibit D, to be issued by the Parties on such shall be held in strict confidence date and not disclosed by either Party, except with the prior express written permission of the other Party or time as may be required agreed by applicable Lawthe Parties. Subject to Sections 6.1, 6.2 and 6.3, no No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 9.3 and this Section 6.5, and no 9.6. Each Party shall not use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 9.6 or with the prior express written permission of the other PartyDiaMedica, except as may be required by applicable LawApplicable Laws. Ahon will use DiaMedica’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and disclosures of key results and clinical data from each Clinical Trial conducted under the this Agreement as set forth in Section 9.6(b), and accompanied explanatory text such as “Licensed from DiaMedica Therapeutics, Inc.”; provided, that Ahon will use DiaMedica’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate/trade names of DiaMedica shall not be impaired. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(ab) Notwithstanding Section 9.6(a), the Parties have the following express rights to make public disclosures regarding the existence and term of this Agreement: (i) DiaMedica has the right to publicly disclose (A) the achievement of milestones under this Agreement; (B) the amount of related milestone payments; and (C) the commencement, completion, material data and key results of Clinical Trials conducted under this Agreement; and (ii) Ahon has the right to publicly present and disclose, and will use Commercially Reasonable Efforts to present and disclose, the achievement of milestones under this Agreement or key results and clinical data from each Clinical Trial conducted under this Agreement. After a Publication has been made available to the public, each Party may post such Publication or a link to it on its corporate web site without the prior written consent of the other Party.
(c) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (the “SEC”) or equivalent foreign agency) agency to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a)Applicable Laws. In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven three (73) days Business Days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed prescribed by applicable LawApplicable Laws. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed reasonably consider any comments thereto provided by the other PartyParty within such three (3) Business Day period.
(bd) The Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement (including the Supply Agreement) and agrees that each Party may make such disclosures as required by Applicable Laws, provided that the Party seeking such disclosure (i) receives advice from counsel that it is legally required to make such public disclosure and (ii) if practicable and permitted by Applicable Laws, first provides the other Party a copy of the proposed disclosure, and reasonably considers any comments thereto provided by the other Party within three (3) Business Days after the receipt of such proposed disclosure.
(e) Other than the press release set forth in Exhibit D, and the public disclosures permitted by Section 9.6(b), the Parties agree that the portions of any other news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed), except as required by Applicable Laws. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(cf) The Parties agree that after a disclosure pursuant to Section 6.5(b), 9.6(d) or issuance of a press release (including the initial press release) or other public announcement pursuant to Section 6.5(c9.6(a) that has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
(g) DiaMedica shall have the right to use Ahon’s name and logo in presentations, its website, and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases issued pursuant to this Section 9.6; provided, that DiaMedica will use Ahon’s corporate name only in a manner that the distinctiveness and reputation of Ahon shall not be impaired. Ahon shall have the right to, and shall use DiaMedica’s name, in such manner; provided, that Ahon will use DiaMedica’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate/trade names of DiaMedica shall not be impaired.
Appears in 1 contract
Samples: License and Collaboration Agreement (DiaMedica Therapeutics Inc.)
Publicity/Use of Names. Notwithstanding anything Each Party agrees to use reasonable efforts in press releases, web pages, or other public documents issued by a Party which mention a Collaboration Compound or Product to generally credit the contrary in other Party as licensor or licensee, as applicable. Either Party shall be free to disclose, without the other Party's prior written consent, the existence of this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. Except as set forth in the preceding sentence or as may be required expressly permitted by applicable Law. Subject to Sections 6.1this Agreement, 6.2 and 6.3, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5, and no neither Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with without the prior express written permission of the other Party, except . A press release announcing the execution of this Agreement is attached to this Agreement as Exhibit 4.4 The Parties acknowledge that each Party may desire or be required by applicable Law.
(a) A to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof. Notwithstanding the foregoing, either Party may disclose this Agreement and its terms, and material developments issue such press releases or material information generated under this Agreement, otherwise make such public statements or disclosures (such as in securities annual reports to stockholders or filings with the US Securities and Exchange Commission (Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with laws or equivalent foreign agency) regulations or for appropriate market disclosure; provided, however, that such Party shall first have provided the other Party with not less than 48 hours to review and comment on any such press releases, statements or disclosures, except ** CONFIDENTIAL TREATMENT REQUESTED to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request that doing so is not feasible within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party.
(b) The Parties agree that any news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (timeframe required for compliance with such approval not to be unreasonably withheld laws, regulations or delayed)market disclosure requirements.
(c) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: License and Research Collaboration Agreement (Genelabs Technologies Inc /Ca)
Publicity/Use of Names. Notwithstanding anything Subject to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms remainder of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission Section 10.6 (Publicity/Use of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3Names), no other disclosure of the existence existence, or the terms terms, of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5Affiliates, and no neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with without the prior express written permission of the other Party, except as may be required by applicable Lawlaw. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner or licensee/licensor (as applicable) of such Party for the Licensed Products and may use the other Party’s name and logo in conjunction with such disclosure.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by applicable Law law after complying with the procedure set forth in this Section 6.5(a10.6 (Publicity/Use of Names). In such event, the Party seeking to make such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven [****] (7[****]) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed prescribed by applicable LawSEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) SEC as represented by the redacted version reviewed by the other Party.
(b) The Parties agree Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any news release exchange on which the other Party’s or its Affiliate’s securities are traded, to make public disclosures (including in filings with the SEC or other public announcement relating to the terms and conditions agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law or such listing rules, provided that the performance hereunder Party seeking such disclosure shall not be made until after provide the earlier of (i) expiration or termination other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon. [***] Option and (ii) [***] exercise of the = [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (with such approval not to be unreasonably withheld or delayed).I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
(c) The Parties agree to issue a mutually agreed joint press release promptly following the Effective Date. If either Party desires to issue a subsequent press release or make a public announcement concerning the material terms of this Agreement or the Development or Commercialization of the Licensed Product under this Agreement, such as the achievement of Regulatory Approvals of the Licensed Product, such Party shall provide the other Party with the proposed text of such announcement for prior review and, except to the extent such press release or public announcement is permitted by subsection (a) or (b) above, approval by such other Party.
(d) The Parties agree that after a public disclosure pursuant to Section 6.5(b), has been made or a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Partyissued in compliance with subsection (a), the disclosing (b) or (c) hereof, each Party may make subsequent public disclosures reiterating such information or issue press releases or other public announcements disclosing the same content without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration (a) The Parties will mutually agree on language of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of a joint press release announcing this Agreement are each Party’s Confidential Information and such shall to be held in strict confidence and not disclosed issued by either Party, except with the prior express written permission of Parties promptly after the other Party or as may be required by applicable LawExecution Date. Subject to Sections 6.1, 6.2 and 6.3Section 11.3 above, no other public disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.511.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 11.5, as may be required by applicable Law, or with the prior express written permission of the other Party, except as may be required by applicable Law.
(ab) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (the “SEC”) or equivalent foreign agency) agency to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a11.5(b). In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for the redacted portions of this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days within [*] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts reasonably consider any comments thereto provided by the other Party within such [*] Business Day period, and shall use reasonable efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission SEC (or equivalent foreign agency) as represented by the redacted version reviewed revised by the other Party.
(bc) The Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] Business Days after the receipt of such proposed disclosure or such shorter period required to comply with applicable Law.
(d) Other than the press release set forth in Exhibit J, the Parties agree that the portions of any other news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. shall first be reviewed and approved by both Parties within [*] Business Days after the receipt of such proposed disclosure, except as otherwise provided in Section 11.5(c). Notwithstanding the foregoing, (i) Kite and its Affiliates shall have the right to disclose publicly any information relating to the development, manufacture or commercialization of any Licensed Products hereunder that doesn’t include Confidential Information of Sangamo; and (ii) Sangamo shall have the right to disclose publicly: (A) the receipt of any milestone payments under this Agreement (but not the amount); (B) the grant of Marketing Approval of any Licensed Product; (C) the First Commercial Sale of any Licensed Product; and (D) that royalties were received from Kite (without disclosing the amount, rate or Net Sales reported). For each such disclosure, Sangamo shall first provide Kite with a draft of such approval disclosure at least [*] Business Days prior to its intended release for review and comment, and shall consider Kite’s comments in good faith. If Sangamo does not receive comments from Kite within [*] Business Days from Kite’s receipt thereof, Sangamo shall have the right to be unreasonably withheld or delayed)make such disclosure without further delay.
(ce) The Parties agree that after a disclosure pursuant to Section 6.5(b11.5(a), a press release (b), (c), or other public announcement pursuant to Section 6.5(c(d) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: Collaboration and License Agreement (Sangamo Therapeutics, Inc)
Publicity/Use of Names. Notwithstanding anything Subject to the contrary in rest of this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence Section 12.4 and the terms of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3authorized disclosures permitted under Section 12.2, no other disclosure of the existence existence, or the terms terms, of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with without the prior express written permission of the other Party, except as may be required by applicable Lawbe law.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by applicable Law law after complying with the procedure set forth in this Section 6.5(a12.4(a). In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more less than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable LawSEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this the Agreement from the US Securities and Exchange Commission (SEC or equivalent foreign agency) other agency as represented by the redacted version reviewed by the other Party.
(b) The Parties agree Further, each Party acknowledges that any news the other Party may be legally required or required by prevailing industry codes of practice to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Laws, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable laws or regulations) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within ten (10) days of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the Development and/or Commercialization of a Product being Developed and/or Commercialized, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
(c) Notwithstanding the foregoing, Tranzyme and Norgine have agreed on language of a press release announcing the collaboration, attached hereto as Exhibit E to be issued promptly after the execution of the Agreement by both Parties.
(d) Thereafter, if either Party desires to issue a press release or other make a public announcement relating to concerning the material terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration Development or termination Commercialization of the [***] Option Product in the Licensed Territory under this Agreement, such as announcing the achievement of any milestone that triggers a milestone payment under Section 8.2, the commencement of any clinical trial for the Product, the filing of Regulatory Filings for the Product and (ii) [***] exercise the achievement of Regulatory Approvals of the [***] Option. Any Product, the disclosing Party shall provide the other Party with the proposed text of such news releaseannouncement for prior review and approval, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed).
(ce) The Parties agree that after a disclosure pursuant to Section 6.5(b), 12.4(b) or a press release or other public announcement pursuant to Section 6.5(c12.4(c) or (d) hereof has been reviewed and approved by the other a Party, the disclosing either Party may make subsequent public disclosures reiterating such information or issue a press release disclosing the same content without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: License Agreement (Tranzyme Inc)
Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration (a) The Parties may mutually agree on language of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of a joint press release announcing this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as which may be required issued by applicable Lawthe Parties at a mutually agreed time after the Effective Date. Subject to Sections 6.1, 6.2 and 6.3Section 10.3, no other public disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.510.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 10.5, as may be required by applicable Law, or with the prior express written permission of the other Party. Notwithstanding the foregoing, except Beam may use Sana’s name and logo in connection on its website, in marketing materials and presentations and in other communications to identify Sana as may be required by applicable Lawa licensee of the Beam Technology.
(ab) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (the “SEC”) or equivalent foreign agency) agency to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a10.5(b). In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days within [***] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request the version of this Agreement within the time lines timelines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts reasonably consider any comments thereto provided by the other Party within such [***] Business Day period, and shall use reasonable efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission SEC (or equivalent foreign agency) as represented by the redacted version reviewed revised by the other Party. If both Parties are seeking such disclosure, then the Parties shall mutually agree upon a proposed redacted version ACTIVEUS 188080012v.21
(c) Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [***] Business Days after the receipt of such proposed disclosure or such shorter period required to comply with applicable Law.
(bd) The Parties agree that the portions of any other news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that is not already in available to the public domainpublic, shall first be reviewed and approved by both Parties (with within [***] Business Days after the receipt of such approval proposed disclosure. Notwithstanding the foregoing, Sana and its Affiliates shall have the right to disclose publicly any information relating to the development, manufacture or commercialization of any Licensed Products hereunder that does not to be unreasonably withheld or delayed)include Confidential Information of Beam.
(ce) The Parties agree that after a disclosure pursuant to Section 6.5(b10.5(a), a press release 10.5(b), 10.5(c) or other public announcement pursuant to Section 6.5(c10.5(d) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures for a purpose permitted under this Section 10.5 reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: Option and License Agreement (Sana Biotechnology, Inc.)
Publicity/Use of Names. Notwithstanding anything The Parties intend to agree upon the contrary content of one (1) or more press releases, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and the terms of this Agreement are each Party’s Confidential Information and such shall be held . Other than as set forth in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3sentence, no other disclosure of the existence existence, or the terms terms, of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5Affiliates, and no neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with without the prior express written permission of the other Party, except as may be required by applicable Law.Applicable Laws. Notwithstanding the above, each Party and its Affiliates may disclose on its website, in news releases, its promotional materials and other disclosures relating to this Agreement that the other Party is a development partner of such Party for the Licensed Products in the Pfizer Territory and may use the other Party’s name and logo in conjunction with such disclosure. Notwithstanding the foregoing:
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in news releases and securities filings with the US U.S. Securities and Exchange Commission (“SEC XE "SEC" \t "See 10.5(a)" ”) (or equivalent foreign agency) to the extent required by applicable Law Applicable Laws after complying with the procedure set forth in this Section 6.5(a10.5 (Publicity/Use of Names). In such event, the Party seeking to make such disclosure will prepare a draft of such disclosure together with, if applicable, a confidential treatment request to request confidential treatment for this Agreement and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more less than seven (7) days [***] Business Days after receipt of such confidential treatment request and and, if applicable, proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed prescribed by applicable LawSEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) SEC as represented by the redacted version reviewed by the other Party.
(b) The Parties agree Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any news exchange on which the other Party’s or its Affiliate’s securities are traded or advised by its counsel, to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, listing rules or advice; provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon.
(c) If either Party desires to issue a press release or other make a public announcement relating to concerning the material terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration Development, Commercialization or termination Exploitation of the [***] Option and (ii) [***] exercise Compounds or a Licensed Product under this Agreement, such as the achievement of Regulatory Approvals of the [***] Option. Any Licensed Product or data from a clinical trial, such news releaseParty shall provide the other Party with the proposed text of such announcement for prior review and, any further news release or other public disclosure that would disclose information other than that already in except to the public domain, shall first be reviewed and approved by both Parties (with extent such approval not to be unreasonably withheld or delayed).
(c) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release or other public announcement pursuant to Section 6.5(cis permitted by subsection (a) has been reviewed and approved or (b) above, approval by the such other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Publicity/Use of Names. Notwithstanding anything Subject to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence Section 12.2 and the terms rest of this Agreement are each Party’s Confidential Information and such shall be held in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or as may be required by applicable Law. Subject to Sections 6.1, 6.2 and 6.3Section 12.4, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 6.5Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees employee(s) in any publicity, promotion, news release or other public disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 or with without the prior express written permission of the other Party, except as may be required by applicable Lawlaw.
(a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, terms in securities filings with the US Securities and Exchange Commission (or equivalent foreign agency) (“SEC”), tax authorities, bankers (in connection with payments from SIIL), governmental authorities or other regulatory agencies to the extent required by applicable Law law after complying with the procedure procedures set forth in this Section 6.5(a)12.4. In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and a proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more less than seven (7) days [**] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Lawregulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (SEC or equivalent foreign agency) other regulatory agency as represented by the redacted version reviewed by the other Party.
(b) The Parties agree Further, each Party acknowledges that any news release the other Party may be legally required to make public disclosures (including in filings with the SEC or other public announcement relating agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law; provided that, where possible, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided further that (except to the terms and conditions of this Agreement or extent that the performance hereunder shall not be made until after Party seeking disclosure is required to disclose such information to comply with applicable Laws) if the earlier of (i) expiration or termination other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within [***] Option and (ii) [***] exercise Business Days of such Party’s providing the [***] Option. Any such news releasecopy, any further news release or other that the public disclosure that would disclose of previously undisclosed information shall materially adversely affect the Development or Commercialization of a Product being developed or commercialized, the Party seeking disclosure shall remove from the disclosure such specific previously undisclosed information as the other than that already in the public domain, Party shall first be reviewed and approved by both Parties (with such approval not reasonably request to be unreasonably withheld or delayed)removed.
(c) Notwithstanding the foregoing, the Parties will agree on language of a press release announcing the collaboration no later than thirty (30) days after the execution of this Agreement by both Parties and shall issue such press release promptly thereafter.
(d) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release Sections 12.4(a) or other public announcement pursuant to Section 6.5(c12.4(b) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information or issue a press release disclosing the same content without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: License and Collaboration Agreement (Visterra, Inc.)
Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and (a) The Parties agree that the terms and conditions of this Agreement are each Party’s the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 9.3 and such shall be held this Section 9.6. The Parties have agreed that G1 will issue a press release announcing the execution of this Agreement promptly following the Effective Date in strict confidence and not disclosed by either Party, except with the prior express written permission of the other Party or form attached hereto as may be required by applicable LawSchedule 9.6. Subject to Sections 6.1, 6.2 and 6.3, no other No disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 9.3 and this Section 6.5, and no 9.6. Neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure other public commercial announcement relating to this Agreement or its subject matter, except as provided in this Section 6.5 9.6 or with the prior express written permission of the such other Party, except as may be required by applicable LawApplicable Laws.
(ab) Notwithstanding any provision of this Agreement to the contrary, each Party has the right to publicly disclose (i) the achievement of milestones under this Agreement; and (ii) the amount of related milestone payments if and to the extent required by Applicable Laws (including the rules and regulations promulgated by any applicable securities exchange, the U.S. Securities and Exchange Commission, or any foreign counterparts thereto). After a Publication has been made available to the public in accordance with the terms of this Agreement, each Party may post such Publication or a link to it on its corporate web site without the prior written consent of the other Party.
(c) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (the “SEC”) or equivalent foreign agency) agency to the extent required by applicable Law after complying with the procedure set forth in this Section 6.5(a)Applicable Laws. In such event, the Party seeking such disclosure will shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed prescribed by applicable LawApplicable Laws. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed reasonably consider any comments thereto provided by the other PartyParty within [***].
(bd) The Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws, provided that the Party seeking such disclosure (i) receives advice from counsel that it is legally required to make such public disclosure and (ii) if practicable and permitted by Applicable Laws, first provides the other Party a copy of the proposed disclosure, and reasonably considers any comments thereto provided by the other Party [***] after the receipt of such proposed disclosure.
(e) Other than the press release set forth in Schedule 9.6 and public disclosures permitted by Section 9.6(b), the Parties agree that the portions of any other news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed), except as required by Applicable Laws.
(cf) The Parties agree that after a disclosure pursuant to Section 6.5(b), 9.6(d) or issuance of a press release (including the initial press release by G1) or other public announcement pursuant to Section 6.5(c9.6(a) or Section 9.6(b) that has been reviewed and approved by the other Party, the disclosing each Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
(g) Each Party shall have the right to use the other Party’s name and logo in presentations, its website, collateral materials and corporate overviews to describe the relationship, as well as in taglines of press releases issued pursuant to this Section 9.6; provided that each Party will obtain the other Party’s consent prior to any such use (which consent will not be unreasonably withheld, conditioned or delayed), and will use the other Party’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of the other Party shall not be impaired, in a manner consistent with best practices used by the Party for its other collaborators, and in a manner consistent with the other Party’s brand usage policies.
Appears in 1 contract
Publicity/Use of Names. Notwithstanding anything to the contrary in this Agreement, until the expiration of the [***] Option and Ultragenyx’s receipt of the Ultragenyx Option Notice, the existence and The Parties agree that the terms and conditions of this Agreement are each Party’s the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit C, to be issued by the Parties on such shall be held in strict confidence date and not disclosed by either Party, except with the prior express written permission of the other Party or time as may be required agreed by applicable Lawthe Parties. Subject to Sections 6.1, 6.2 and 6.3, no No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 and this Section 6.58.6. Except as may be required by Applicable Laws, and no Party Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 6.5 8.6 or with the prior express written permission of Verastem. Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem shall not be impaired, in a manner consistent with best practices used by Licensee with respect to its other Partycollaborators, except and in a manner consistent with Verastem’s brand usage policies. Except as may be required by applicable Law.
(a) A Party may disclose Applicable Laws, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement and or its termssubject matter, and material developments or material information generated under this Agreement, in securities filings with the US Securities and Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth except as provided in this Section 6.5(a). In such event, 8.6 or with the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version prior express written permission of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the US Securities and Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other PartyLicensee.
(b) The Parties agree that any news release or other public announcement relating to the terms and conditions of this Agreement or the performance hereunder shall not be made until after the earlier of (i) expiration or termination of the [***] Option and (ii) [***] exercise of the [***] Option. Any such news release, any further news release or other public disclosure that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed).
(c) The Parties agree that after a disclosure pursuant to Section 6.5(b), a press release or other public announcement pursuant to Section 6.5(c) has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval.
Appears in 1 contract
Samples: License and Collaboration Agreement (Verastem, Inc.)