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 Inc), Collaboration and License Agreement (Ambrx Biopharma Inc.), Collaboration and License Agreement (Ambrx 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 Holding Company, LLC), License Agreement (Rhythm Pharmaceuticals, Inc.), License Agreement (Rhythm 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 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 4 contracts
Samples: Collaboration and License Agreement (Xencor Inc), Collaboration and License Agreement (Xencor Inc), Collaboration and License Agreement (Xencor Inc)
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 Term, each Party shall publicly present will submit to the other Party for review any proposed academic, scientific and medical publication or publish results academic, scientific and medical public presentation that, in the case of studies carried out under a Vertex publication or presentation, contains Company’s Confidential Information or is related to any Licensed Agent or Product or to any activities conducted pursuant to this Agreement, or, in the case of a Company publication or presentation, contains Vertex’s Confidential Information or is related to the structure or function of any EEV that is the same as the EEV in any Licensed Agent or related to any activities conducted pursuant to this Agreement (each such [***]). For clarity, either Party may make a subsequent publication or presentation or publication a “Publication”) without the opportunity for prior review that has already been approved by the other Party, except Party without the need 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 obtain additional 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 approval of the other Party, and the employees if portions of a publication or presentation have already been approved and portions have not, only those portions that have not been approved previously will need to be submitted for review. The non-publishing Party will review such publication or presentation to determine whether any portion of the other proposed publication or presentation contains its Confidential Information. The publishing Party will submit written copies of such proposed publication or presentation to the non-publishing Party no later than [***] before submission for publication or presentation (or [***] in advance in the case of an abstract). The non-publishing Party will provide its comments with respect to such publications and presentations within [***] after its receipt of such written copy (or [***] in the case of an abstract). If requested by the non-publishing Party, the publishing Party will redact the non-publishing Party’s Confidential Information from any such proposed publication or presentation. In addition, Company will consider in all good faith comments from Vertex to its proposed publications and presentations. The publishing Party will comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publication. Except as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained set forth in this Section 12.4 shall prohibit 10.6.2, Company will not publish, present or make any publication with respect to the inclusion of information in Licensed Agents, Products or Licensed Technology specifically and solely related to the Licensed Agents or Products other than any publication pursuant to each third party agreements set forth on Schedule 10.6.2 (each, a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound“Third Party Publication”) without Vertex’s prior written approval, provided that Vertex will have the non-filing Party is given a reasonable opportunity to review, same review and comment upon and/or approve the information to be included prior to submission of such patent application, where and rights under this Section 10.6.2 mutatis mutandis with respect 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 Third 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 disclosedPublications.
Appears in 3 contracts
Samples: Strategic Collaboration and License Agreement (Entrada Therapeutics, Inc.), Strategic Collaboration and License Agreement (Entrada Therapeutics, Inc.), Strategic Collaboration and License Agreement (Entrada Therapeutics, 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 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: License Agreement (Bluebird Bio, Inc.), License Agreement (Bluebird Bio, Inc.), License Agreement (Bluebird Bio, Inc.)
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 Option and License Agreement (Ardelyx, Inc.), License Option and License Agreement (Ardelyx, Inc.), License Option and License Agreement (Ardelyx, 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 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 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(2), (4), (5) and (6) and 230.406 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 publish or 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 11.2. Subject to Section 12.2, 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 abstracts, manuscripts or presentations (including verbal presentations) which relate to any Licensed Product at least thirty sixty (3060) 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 manuscript for publication, or to make such presentation, until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication or presentation that is owned by the requesting Party (either individually or jointly with the non-requesting Party) and which the requesting Party believes to be patentable. In the event that the nature of the content of any proposed publication or presentation is such that a Party is entitled to request that submission of such publication or delivery of such presentation be delayed pursuant to the foregoing provisions of this Section 11.2, then both Parties understand that a reasonable commercial strategy may require delay of publication or presentation of * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION information or filing of patent applications. The submitting Parties agree to review and consider delay of publication or presentation and filing of patent applications under certain circumstances. 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 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 11.2 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 Independent investigators that have been engaged by a Party or both Parties recognize that such investigators operate in an academic environment and prior to or on the Effective Date may release information regarding such studies in a manner consistent with academic standards; provided standards within the scope of such investigator’s agreement with the relevant Party. Independent investigators that each are engaged by a Party will or both Parties after the Effective Date are understood to operate in an academic environment and shall be allowed to release information regarding such studies in a manner consistent with academic standards and within the scope of such investigator’s agreement with the relevant Party. With respect to any agreement entered by either Party with any independent investigator after the Effective Date to conduct clinical trials of Licensed Products, such Party shall use reasonable efforts Commercially Reasonable Efforts to prevent include in such agreements provisions that would give such Party the right to limit the publication prior rights of such independent investigator with respect to any results of such clinical trials to the filing same extent as such Party would have under this Section 11.2 if such independent investigator were the other Party to this Agreement; provided, however, that in no event shall such Party be required or obligated to make any payment to such independent investigator or incur any financial cost or penalty for the benefit of relevant patent applications and such independent investigator in order to ensure that no Confidential Information limit the publication rights of either Party is disclosedsuch independent investigator in the manner contemplated under this Section 11.2.
Appears in 2 contracts
Samples: License Agreement (Cubist Pharmaceuticals Inc), License Agreement (Cubist 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 *** Confidential Treatment Requested *** 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 *** Confidential Treatment Requested *** 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: Collaboration and License Agreement (Orchard Rx LTD), Collaboration and License Agreement (Orchard Rx LTD)
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. 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 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. Neither Party As between the Parties, UCB shall publicly present have the sole and exclusive right to publish manuscripts, abstracts, presentations or publish results other articles in scientific journals or at scientific conferences relating to any Licensed Protein or Licensed Product without obtaining the prior written consent 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 filingsFivePrime. The submitting Party UCB 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 FivePrime with a copy of the Publication at the time of the submission any such manuscript, abstract, presentation or presentationother article. Notwithstanding the foregoing, BMS FivePrime shall not have the right to publish manuscripts, abstracts, presentation or present Ambrx’s Confidential Information other articles in scientific journals or at scientific conferences relating to any Non-Selected Protein or Terminated Protein without Ambrx’s obtaining the prior written consentconsent of UCB; provided, and Ambrx however, that FivePrime shall not have the any right to publish name or present BMS’ otherwise refer to UCB, its Affiliates, or any of its or their employees without the prior written consent of UCB. In the 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 third party) to the other Party for comment at least *** days prior to its planned submission. If, during the *** days specified above the non-publishing Party notifies the other Party that a proposed publication contains patentable subject matter which requires protection, the non-publishing Party shall 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 it reasonably believes may be patentable. The publishing Party shall delete from the proposed publication prior to submission all 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 non-publishing Party that the non-filing publishing Party is given a reasonable opportunity to review, comment upon and/or approve the information identifies in good faith and requests to be included prior to submission of such patent applicationdeleted. *** 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, 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 disclosedAS AMENDED.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Five Prime Therapeutics Inc), Collaboration and License Agreement (Five Prime Therapeutics Inc)
Publications. Neither Party KineMed shall not publish or publicly present or publish disclose the results of studies carried out any activities with respect to Program Biomarkers that were conducted during the Term under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by written consent of GSK, which shall not be unreasonably withheld. In the other Party, except event that either Party desires to make a publication of the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply results of any activities conducted during the Term with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Program Biomarkers under this Agreement, such 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 proposed manuscript (including posters, abstracts, or presentation. Notwithstanding the foregoingpresentations to a journal, BMS shall not have the right editor, meeting, seminar, conference, or other Third Party) 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, Party and to 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, JSC for comment upon and/or approve the information to be included at least *** (***) days prior to submission of such patent applicationproposed manuscript for publication. If, where and to during the extent required by Article 9 hereof. Notwithstanding *** (***) days specified above, (i) the foregoingnon-publishing Party notifies the other Party that a proposed manuscript contains patentable subject matter which requires protection, the Parties recognize non-publishing Party may require the delay of the publication for a period of time not to exceed *** (***) days for the purpose of allowing the pursuit of such intellectual property protection, (ii) GSK notifies KineMed 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 proposed manuscript contains Confidential Information of either GSK, KineMed shall remove all such Confidential Information as requested by GSK prior to publication or public disclosure; or (iii) KineMed notifies GSK that a proposed manuscript contains Confidential Information of KineMed, GSK shall remove all such Confidential Information as requested by KineMed prior to publication or public disclosure. Each Party is disclosed.shall provide appropriate recognition of the other Party and its contributions in any publication made by such Party related to any Program Biomarkers. *** 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION COPY Confidential
Appears in 2 contracts
Samples: Collaboration and License Agreement (Kinemed Inc), Collaboration and License Agreement (Kinemed 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 GSK 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, or present Ambrx’s Confidential Information other articles in scientific journals relating to any Committed Lead Targets or Licensed Products without Ambrx’s obtaining the prior written consentconsent of FivePrime; provided, and Ambrx however, that FivePrime shall not have the right to review and comment upon, such comments to be considered by GSK in good faith, such manuscripts, abstracts, or other articles in which a FivePrime employee is also named as an author. Either Party may publish manuscripts, abstracts, or present BMS’ Confidential Information without BMS’ other articles in scientific journals relating to any Hit, Offered Hit, Claimed Target, Reverted Target, or Terminated Target, upon the prior written consent. Each Party agrees to acknowledge the contributions consent of the other Party, and such consent not to be unreasonably withheld. In the employees event that either Party desires to make a publication pursuant to this Section 7.6, such Party shall provide a copy of the proposed manuscript (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 other Party for comment at least *** days (or *** days for any abstract submitted to 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 conference) 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 (or *** days, as applicable) specified above the foregoingnon-publishing Party notifies the other Party that a proposed manuscript contains patentable subject matter which requires protection, the Parties recognize that independent investigators have been engagednon-publishing Party may require the delay of the publication for a period of time not to exceed *** days (or *** days, and will be engaged in for any abstract submitted to a conference) for the future, to conduct Clinical Trials purpose of Compounds and Productsallowing the pursuit of such protection. 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 publication shall delete from the proposed manuscript prior to the filing of relevant patent applications and to ensure that no submission all Confidential Information of either the non-publishing Party that the non-publishing Party identifies in good faith and requests to be deleted. If no response is disclosedreceived from the non-publishing Party within *** days (or *** days, as applicable) of the date the proposed manuscript was submitted to the non-publishing Party, it may be conclusively presumed that the publication may proceed without delay. *** 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 2 contracts
Samples: And License Agreement (Five Prime Therapeutics Inc), And License Agreement (Five Prime Therapeutics 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 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 2 contracts
Samples: www.scri.edu.sg, www.scri.edu.sg
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 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 Subject to Section 10.3, each 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 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 disclosure which contains Confidential Information of the other Party and would or may constitute an oral, written or electronic public disclosure if made (including the full content of proposed abstracts, manuscripts or presentations) which relate to any Inventions, at least thirty (30) days [*] prior to the earlier of its presentation or 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 manuscript for publication until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication which it believes to be patentable; provided, however, that BMS may publish results of clinical studies relating to Licensed Compounds without the prior review or approval of Exelixis. Both Parties understand that a reasonable commercial strategy may require delay of publication of information or filing of patent applications. The submitting Parties agree to review and consider delay of publication and filing of patent applications under certain circumstances. The Alliance Managers (or the Parties), as appropriate, shall review such requests and recommend subsequent action. Subject to Section 10.3, 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 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 Party which is subject to Section 12.510.1. Nothing contained in this Section 12.4 10.6 shall prohibit the inclusion of information in Confidential Information of the non-filing Party necessary for a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compoundapplication, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve review the information extent and necessity for its Confidential Information to be included prior to submission of such patent application, where and application related to the extent required by Article 9 hereofAgreement. 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 Alliance Managers (or the Parties), as appropriate.
Appears in 2 contracts
Samples: Collaboration Agreement (Exelixis, Inc.), Collaboration Agreement (Exelixis 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 Party shall publicly present or publish Publications of such data and results of studies carried out under this Agreement relating to Research Candidates, Development Candidates and Products in peer-reviewed journals (each such presentation or publication a “PublicationPublications”) without the opportunity for prior review by the other Party, except will be made only pursuant to the extent otherwise required by Applicable Law, in which case this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings15.4(c). The submitting Party shall proposing a Publication will provide the other [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Party the opportunity to review any the 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 If the other Party has had thirty offers no comments on the Publication, the submitting Party may submit the Publication [***] days after it provided the Publication to the reviewing Party (30) days to comment on any material in such Publicationor earlier, with the written consent of the reviewing Party). The submitting Party shall will consider the comments of the other reviewing Party in good faith. If the Parties are unable to agree upon any aspect of the Publication, but including its form, content, timing (including with respect to additional time required for seeking patent protection for inventions disclosed in the Publication), or proposed medium of publication, either Party may refer the dispute to the JDC, which will retain resolve the sole authority dispute in accordance with Section 4.3(d) in the best interests of the Development and Commercialization of the Development Candidates and Products and in a manner designed to submit the manuscript for Publication; extent possible to enable each Party to comply with its publication policies, provided that Unum has a veto right to the submitting Party agrees to delay such Publication as necessary to enable extent the Parties to file a Patent if such Publication might adversely affect such Patentproposed publication raises an ACTR Matter. The submitting Party shall will provide the other Party a copy of the Publication at the time of the submission or presentationsubmission. Notwithstanding the foregoing, BMS shall the JDC will not have the right to publish or present Ambrxauthorize the Publication of either Party’s Confidential Information without Ambrxsuch Party’s prior written consent, and Ambrx shall except that this restriction will not have restrict the right to publish or present BMS’ Confidential Information without BMS’ prior written consentJDC from authorizing any Publication of any Clinical Trial results. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications Publications as scientifically appropriate. This Section 12.4 shall not limit Once Publications have been reviewed by each Party 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 ofhave been approved for publication, 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 same Publications do not have to be included prior to submission of such patent application, where and provided again to the extent required by Article 9 hereofother Party for review for a later submission for publication. Notwithstanding Expedited reviews for abstracts or poster presentations may be arranged if mutually agreeable to the foregoingParties. For the avoidance of doubt, the Parties recognize that independent investigators have been engagedforegoing 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 Term, and will be engaged in the future, or (ii) with respect 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 disclosedany Reversion Product.
Appears in 2 contracts
Samples: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, 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 “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 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 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 or publication a “Publication”) without the opportunity for prior written consent of the JSC, 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 PROSENSA, 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 Compounds prior to the earlier exercise of an Option by GSK to the relevant PROSENSA 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 Compound 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 (30) days such time to comment on be no less than * * * * *)to 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 PROSENSA (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 PROSENSA Collaboration Program by GSK, any proposed publication by PROSENSA relating to a PROSENSA Collaboration Program or any Compounds 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 PROSENSA, PROSENSA shall then be free to publish or publicly disclose any results that relate to any Compounds or PROSENSA Products in such PROSENSA Collaboration Program or PROSENSA Development Program without any review by the submission JSC under this Section 9.5, unless such proposed disclosure or presentation. Notwithstanding publication contains any 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, PROSENSA shall not have the right to publish make any publication relating to such PROSENSA Collaboration Program or present Ambrx’s Confidential Information any Compounds or GSK Development Compounds or GSK Products without Ambrx’s the prior written consentconsent of the JSC, and Ambrx GSK shall not have the right to publish make any such publication relating to such PROSENSA 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 Compounds or GSK Development Compounds or GSK Products subject to Section 12.5. Nothing contained in review by the JSC 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 hereof9.5. Notwithstanding the foregoingabove, if PROSENSA seeks to publish a publication regarding the Parties recognize that independent investigators have been engagedExon 51 Program, it shall provide GSK with an advance copy of such publication 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 obtain GSK’s prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedconsent before publication.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Prosensa Holding B.V.), Collaboration and License Agreement (Prosensa Holding B.V.)
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 Party shall publicly present or publish results of studies carried out under this During the Agreement (each such presentation or publication a “Publication”) without Term, the opportunity for prior review by 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 any Party of Confidential Information in any publication or presentation: Both Parties acknowledge that it is their policy for the SEC and/or for regulatory filingsstudies and results thereof to be registered and published in accordance with their internal guidelines. The submitting Roche, in accordance with its internal policies and procedures, shall 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. BPM shall not publish any studies, clinical trials or results thereof on its clinical trial registry, provided however, that Roche’s clinical trial registry can be accessed via a link from BPM’s clinical trial registry. A Party ("Publishing Party") shall provide the other Party the opportunity to review with a copy of any proposed Publication material publication or presentation at least thirty (30) days (or sixty (60) days in the case of a manuscript) prior to the earlier of its presentation or intended submission for publicationpublication so as to provide such other Party with an opportunity 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 submitting incorporation of such recommended changes shall not be unreasonably refused; and if such other Party agreesnotifies ("Publishing Notice") the Publishing Party in writing, upon request within such thirty (30) day period (or sixty (60) day period in the case of a manuscript) after receipt of the copy of the proposed publication, presentation, or manuscript, 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, not to submit or present any Publication until for which the other Party has had thirty reasonably desires to obtain patent protection or (30ii) days could be expected to comment have a material adverse effect on the commercial value of any material in such Publication. The submitting Party shall consider the comments of Confidential Information disclosed by the other Party in good faithto the Publishing Party, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Publishing Party agrees to shall 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 ninety (90) days 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 2 contracts
Samples: Collaboration and License Agreement (Blueprint Medicines Corp), Collaboration and License Agreement (Blueprint Medicines Corp)
Publications. Neither Party The Joint Development Committee shall publicly present or publish results of prepare and approve a publication plan, which may be reviewed and amended from time to time, with respect to Licensed Products and the studies carried out under this Agreement Agreement. Neither Party may publish, [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. or otherwise publicly present or announce results of the Development of Licensed Products hereunder either orally or in writing (each such presentation or publication a “Publication”) without complying with the opportunity for prior review by the other Partyprovisions of this Section 10.5, 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 and neither Party shall make a Publication that materially conflicts with the publication plan. A Party wishing to make a Publication will provide the other 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 with a copy of the proposed Publication. The non-publishing Party shall have [***] Business Days from receipt of a proposed Publication at to provide comments or proposed changes to the time publishing Party. The publishing Party shall consider in good faith and take into account the comments or proposed changes made by the non-publishing Party on any Publication and shall agree to designate employees or others acting on behalf of the submission non-publishing Party as co-authors on any Publication describing results to which such persons have contributed in accordance with standards applicable to authorship of scientific publications. If the non-publishing Party reasonably determines that the publishing of the Publication would result in the public disclosure of any Know-How which is the non-publishing Party’s Confidential Information or presentationof any patentable invention upon which a patent application should be filed prior to any such disclosure, the publishing Party shall delay or prevent the disclosure of the Publication to Third Parties as follows: (a) with respect to Know-How which is the Confidential Information of such non-publishing Party, such Know-How shall be deleted from the Publication; and (b) with respect to a patentable invention, such disclosure of such Publication shall be delayed for such period as may be reasonably necessary for to permit the drafting and filing of a patent application covering such invention, provided such additional period shall not exceed [***] Business Days from the date the publishing Party first provided the proposed Publication to the non-publishing Party. Notwithstanding anything to the contrary in the foregoing, BMS shall not have the right with respect to publish any Publications by investigators or present Ambrx’s Confidential Information without Ambrx’s prior written consentother Third Parties, 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 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 10.5 only to the extent required by Article 9 hereof. Notwithstanding that Licensee has the foregoing, the Parties recognize that independent investigators have been engaged, right and will be engaged in the future, ability (after using Commercially 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 2 contracts
Samples: Commercial License Agreement (Mersana Therapeutics, Inc.), Commercial License Agreement (Mersana Therapeutics, Inc.)
Publications. Neither During the Term, each Party shall publicly present will submit to the Company for review and approval any proposed academic, scientific and medical publication or publish results public presentation related to any Licensed Agent or Product or any activities conducted under the Transaction [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of studies carried out under this Agreement (the Securities Act of 1933, as amended. Documents, in each such presentation or publication a “Publication”) without the opportunity for prior review by the other Partycase, except to the extent otherwise it includes Information of the Company or a Local Operating Entity. In each such instance, such review and approval will be conducted for the purposes of preserving the value of the CRISPR Contributed Technology, the Bayer Licensed Technology and the Company Program Technology, the rights granted under the Transaction Documents and determining whether any portion of the proposed publication or presentation containing the Company’s Information should be modified or deleted. Written copies of such proposed publication or presentation required by Applicable Law, to be submitted hereunder will be submitted to the Company no later than […***…] before submission for publication or presentation (or […***…] in which advance in the case Section 12.3 shall apply of an abstract). The Company will provide its comments with respect to disclosures required by such publications and presentations within […***…] of its receipt of such written copy (or […***…] in the SEC and/or for regulatory filingscase of an abstract). The submitting Party shall provide review period may be extended for an additional […***…] if the other Party Company reasonably requests such extension including for the opportunity to review any proposed Publication at least thirty (30) days prior preparation and filing of patent applications. Notwithstanding anything to the earlier of contrary, the Company may require, in its presentation reasonable discretion, that the requesting Party redact the Company’s Information from any such proposed publication or intended submission for publicationpresentation. The submitting Party agrees, upon request by the Parties will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other Party, not to submit or present parties in 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 presentationpublication. Notwithstanding the foregoing, BMS shall a Party’s obligation to submit any publication to the Company for review and approval under this Section 17.4 will not have the right apply to publish any publication made by a Party with respect to Licensed Products for which such Party has completed an Opt-In Transaction that does not contain Information 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 disclose any non-public information of the Company, a Local Operating Entity or the other PartyParty (other than, for the avoidance of doubt, Information relating to the Licensed Products for which such Opt-In Transaction relates); provided, that where reasonably possible, such Party will provide the Company with an advance copy of such publication if such publication is reasonably likely to have a material adverse effect on the value of CRISPR Contributed Technology, Bayer Licensed Technology or the Company Program Technology. For clarity, neither Bayer nor CRISPR are obligated hereunder to submit proposed publications to the other Parties for all proposed publications relating to work conducted outside of the scope of this Agreement 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 disclosedTransaction Documents.
Appears in 2 contracts
Samples: Joint Venture Agreement (CRISPR Therapeutics AG), Joint Venture Agreement (CRISPR Therapeutics AG)
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 [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 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 2 contracts
Samples: Collaboration Agreement (Seattle Genetics Inc /Wa), Collaboration Agreement (Takeda Pharmaceutical Co LTD)
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: Development and License Agreement (Pharmion Corp), Development and License Agreement (GPC Biotech Ag)
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. 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: Confidential Treatment Requested (Pieris Pharmaceuticals, Inc.), Confidential Treatment Requested (Marika 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 2 contracts
Samples: Stock Purchase Agreement (Five Prime Therapeutics Inc), Collaboration and License Agreement (Five Prime 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, 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 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 The publishing Party shall publicly present or have the right to publish results of studies carried out all Clinical Studies and Development activities conducted pursuant to this Agreement, (a) with respect to Incyte as the publishing Party, in connection with any Incyte Pipeline Asset, Collaborator Pipeline Asset, Incyte Combination Regimen, Collaborator Combination Regimen or Monotherapy Regimen and any other activity Incyte is permitted to conduct under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except related to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply Licensed Compound or a Licensed Product and (b) with respect to disclosures required by MacroGenics as the SEC and/or publishing Party, in connection with any MacroGenics Pipeline Asset or MacroGenics Combination Regimen (and including, for regulatory filingsclarity, any MacroGenics Combination Study (including translational data related thereto, pre-clinical data and other data related to Development activities conducted pursuant to this Agreement, but excluding pre-clinical data that is solely related to the Licensed Compound after the Study Transition Date), and the Ongoing Clinical Study (prior to the Study Transition Date)); provided, in each case ((a) and (b)) however, that the reviewing Party shall have the right to review all proposed publications with respect to the Licensed Compound or Licensed Products (including as a component of a Monotherapy Regimen or a MacroGenics Combination Regimen) prior to submission of such publication, for the purposes of identifying any relevant intellectual property or Confidential Information belonging in whole or in part to the reviewing Party and recommending any changes the reviewing Party reasonably believes are necessary to preserve any such intellectual property or Confidential Information. The submitting publishing Party shall provide reviewing Party with a copy of the other Party applicable 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 [**] after receipt of the proposed material with one or more of the following: (i) comments on the proposed material, upon request by which the other Partypublishing Party will consider in good faith but is not obligated to accept ([**], for any such publications made or proposed to be made before the earlier of Licensed Compound Approval or [**] after the Effective Date, to the extent [**] to the proposed material (x) [**] or [**] and (y) may be incorporated consistent with the [**], MacroGenics shall [**]); or (ii) any concerns regarding patentability or protection of its Confidential Information. In the event of concern over Patent protection, 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 less than [**], to reviewseek Patent protection for any material in such publication or presentation which it believes is patentable. Subject to Section 11.3, comment upon and/or approve any Confidential Information of the information to reviewing Party shall, absent the prior written consent of the reviewing Party, be included prior to submission removed by the publishing Party from such publication or presentation. In the case of such patent application, where conference abstracts and to the extent required by Article 9 hereof. Notwithstanding the foregoingother rapid scientific communications, 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 complete the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedreview process in [**] or less.
Appears in 1 contract
Samples: Global Collaboration and License Agreement (Incyte Corp)
Publications. Neither The JMAC shall establish publication review and approval procedures for this Collaboration consistent with the publication policies of both Parties. The Parties shall review and approve any publication by either Party shall publicly present or publish its Affiliates or (sub)licensees relating to Tirasemtiv or Product, including scientific, health economic or pharmacoeconomic publications, in accordance with such procedures, considering Astellas’ and Cytokinetics’ interest in publishing the results of studies carried out under this Agreement (the work in the Development, Commercialization and Medical Affairs Activities in order to obtain recognition within the scientific or other applicable community and to advance the state of knowledge in the field, the need to protect Confidential Information and the Parties’ mutual interest in obtaining valid patent protection, protecting reasonable business interests and trade secret information, and having an integrated approach to developing one or more Product for one or more Indications. Consequently, except for disclosures permitted pursuant to Sections 11.3 and 11.5, each such Party and their Affiliates, employee(s) and consultant(s) shall deliver to the Responsible Committee for review and comment a copy of any proposed publication or presentation that pertains to Tirasemtiv or publication Product, pursuant to a “Publication”) without the opportunity for prior review procedure to be established by the other PartyResponsible Committee (but excluding general corporate publications and presentations), except any such comments 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 filingsbe provided within [*] days of receipt. The submitting Party Responsible Committee shall provide have 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 comment on any material in such Publication. The submitting Party shall consider the comments require modifications of the other Party in good faith, but will retain the sole authority publication or presentation: (a) to submit the manuscript protect each Parties’ respective Confidential Information; (b) for Publicationtrade secret reasons or business reasons; provided that the submitting Party agrees and/or (c) to delay such Publication submission for an additional [*] days as may be reasonably necessary to enable seek patent protection for the Parties information disclosed in such proposed submission. For clarity, subject to file a Patent if such Publication might adversely affect such Patent. The submitting the procedure set forth in this Section 11.4, each 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 the results of the work in the Development, Commercialization and Medical Affairs Activities performed hereunder in scientific, health economic 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 pharmacoeconomic journals in the other Party’s territory, and the employees of to present such results in scientific, health economic or pharmacoeconomic meetings in the other Party, in all publications as scientifically appropriate’s territory. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing [*] = Certain confidential information contained in this Section 12.4 shall prohibit document, marked by brackets, has been omitted and filed separately with the inclusion Securities and Exchange Commission pursuant to Rule 24b-2 of information in a patent application claimingthe Securities Exchange Act of 1934, 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 disclosedas amended.
Appears in 1 contract
Samples: License and Collaboration Agreement (Cytokinetics Inc)
Publications. Neither Prior to the filing of the first NDA for the Licensed Product neither Party shall publicly publish or 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 Party. Subject to Section 10.3, 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 abstracts, manuscripts or presentations (including verbal presentations) which relate to the Licensed Compounds and/or any Licensed Product at least thirty five (305) business days prior to the earlier of its presentation or their intended submission for publication. The submitting Party publication or presentation and agrees, upon request by of the other Party, not to submit any such abstract, manuscript or present any Publication presentation for publication or publication until the other Party has had thirty (30is given a reasonable period of time to file for patent application(s) days to comment on for any material in such Publicationpublication or presentation which it believes to be patentable. The submitting Parties agree to review and consider delay of publication and filing of patent applications as appropriate. In the event of a disagreement over publication, the Management Committee will review such requests and recommend subsequent action but in such event CVT shall not have a tie- breaking vote. 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 present Ambrx’s Confidential Information of the other Party which is subject to Section 10.1 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, 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 6.2 shall prohibit the inclusion of information in necessary for a patent application claimingapplication, 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 . Notwithstanding anything to the extent required by Article 9 hereofcontrary contained in this Agreement, only FHI in its sole discretion shall have the right to publish or present the results of any Phase IV [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-b2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. 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 conducted at its expense or any other studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to conducted at its expense following the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedthe first NDA for the Licensed Product.
Appears in 1 contract
Samples: Collaboration and License Agreement (Cv Therapeutics Inc)
Publications. Neither It is that University and Company will publish the Results jointly.] Nonetheless, each Party shall publicly present or reserves the right 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 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 filingsits Results separately. The submitting Party University shall provide the other Party the opportunity to review Company with a copy of any proposed Publication manuscript disclosing Results at least thirty (30) days prior to the earlier of its presentation or intended submission for publicationpublication for the purpose of enabling Company to review the manuscript for potentially patentable Inventions with respect to which it wishes to exercise its option rights under Article 6 and/or for Confidential Information disclosed to the University Principal Investigator in accordance with Article 7. The submitting Party agrees, upon request by the other Party, not to submit or present Company shall provide University with a copy of any Publication until the other Party has had manuscript disclosing Results at least thirty (30) days prior to comment on any material in such Publicationsubmission for publication for the purpose of enabling University to review the manuscript for potentially patentable Joint Inventions with respect to which it would like to file a patent application and/or for University Confidential Information. The submitting Party wishing to publish shall consider the comments delete from its manuscript prior to submission all Confidential Information of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting other Party agrees identifies and requests the Party wishing to delay such Publication as necessary publish to enable delete within the Parties thirty (30) day period specified in Section 8.1. If, during the thirty (30) day period specified in Section 8.1, Company notifies University that a manuscript reveals a potentially patentable Invention for which it wishes to exercise an option pursuant to Article 6, or University notifies Company that a manuscript reveals a potentially patentable Joint Invention with respect to which it would like to file a Patent if patent application, the Party wishing to publish shall delay publication for the purpose of enabling a patent application to be filed in accordance with Section 5.4 until the earliest to occur of: (a) a patent application has been filed with respect to such Publication might adversely affect such Patent. The submitting Party shall provide Invention; (b) University’s Office of Technology Development and Company have determined that the other Party a copy relevant Invention is not patentable; or (c) thirty (30) days have elapsed from the date of the Publication at the time of the submission or presentationnotification under this Section 8.3. Notwithstanding anything to the foregoingcontrary herein, BMS shall not have the right Parties agree to publish abide by the policies of journals in which publications will appear as to such matters as the public release or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have availability of data or biological materials relating to the right to publish or present BMS’ Confidential Information without BMS’ prior written consentpublication. Each Party agrees to acknowledge Proper acknowledgment will be made for the contributions of each party to the other PartyResults being published. In addition, 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 foregoingapplicable journal policies, 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 party shall use reasonable efforts to prevent make samples of its research materials disclosed in the publication prior available upon request (supplies permitting) to scientists at non-profit institutions, provided that the filing of relevant patent applications recipient scientist agrees in writing that such research materials (a) will be used for research in the recipient scientist’s laboratory only, (b) will not be used for any commercial purpose, (c) will not be used for work on human subjects, and (d) will not be distributed to ensure that no Confidential Information of either Party is disclosedother laboratories.
Appears in 1 contract
Publications. Neither The disclosure by either Party relating to any Licensed Compound or Licensed Product in any publication or presentation shall publicly present be in accordance with the procedure set forth in this Clause 9.59.5. A Party ("Publishing Party") shall provide the other Party with a copy of: (i) any proposed publication at least [***] prior to submission for publication, and (ii) any proposed presentation at least [***] prior to the date of that presentation, so as to provide such other Party with an opportunity to recommend any changes to the Publishing Party that it reasonably believes are necessary to continue to maintain that other Party's Confidential Information 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 the applicable time period as stated above, that such publication or publish results of studies carried out under this Agreement presentation in its reasonable judgment (each such presentation a) contains an Invention, solely or publication a “Publication”) without the opportunity for prior review jointly owned 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 the opportunity desires to review obtain patent protection, or (b) contains 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 Publishing Party shall prevent such publication or delay such publication for a mutually agreed period of time. In the other Partycase 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 claimingapplication(s) on such Invention, and in furtherance ofno event less than [***] from the date of the Publishing Notice. Further, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity BicycleTx agrees not to review, comment upon and/or approve the information make publications without Xxxxx'x prior written consent (not to be included prior unreasonably withheld, conditioned or delayed), by which it would disclose the Know-How which relates exclusively to submission Licensed Products that it has exclusively licensed to Bayer pursuant to Clause 6.1.1 such that it would undermine Bayer's exclusivity under such licence. After the expiry of such patent applicationthe Research Term and for the duration of the licence granted to Bayer under Xxxxxx 289122840 v2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, where and to the extent required by Article 9 hereof. Notwithstanding the foregoingMARKED BY [***], 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 disclosedHAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Appears in 1 contract
Samples: Collaboration and Licence Agreement (BICYCLE THERAPEUTICS PLC)
Publications. Neither Subject to Section 9.3, each 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 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 disclosure which contains Confidential Information of the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. other Party and would or may constitute an oral, written or electronic public disclosure if made (including the full content of proposed abstracts, manuscripts or presentations), and which relate to any Inventions, at least thirty (30) days [ * ] prior to the earlier of its presentation or 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 manuscript for publication until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication which it believes to be patentable; provided, however, that BMS may publish results of clinical studies relating to Licensed Compounds without the prior review or approval of Exelixis. Both Parties understand that a reasonable commercial strategy may require delay of publication of information or filing of patent applications. The submitting Parties agree to review and consider delay of publication and filing of patent applications under certain circumstances. The Alliance Managers (or the Parties), as appropriate, shall review such requests and recommend subsequent action. Subject to Section 9.3, 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 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 Party which is subject to Section 12.59.1. Nothing contained in this Section 12.4 9.6 shall prohibit the inclusion of information in Confidential Information of the non-filing Party necessary for a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compoundapplication, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve review the information extent and necessity for its Confidential Information to be included prior to submission of such patent application, where and application related to the extent required by Article 9 hereofAgreement. 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 Alliance Managers (or the Parties), as appropriate.
Appears in 1 contract
Samples: License Agreement (Exelixis 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 research to be performed under this Agreement (each such presentation or and further agree that scientific publications must be strictly monitored to prevent any adverse effect of premature publication a “Publication”) without of results of 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 filingsResearch Program. The submitting Joint Management Team will establish a procedure for publication review and approval and each Party shall provide first submit to the other Party the opportunity 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 sixty (3060) days prior to the earlier of its presentation or intended submission for publication. The submitting Each Party agreesshall review each 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 research performed in the course of the Research Program and/or the Astra Development Program. If, upon request by the other as soon as reasonably possible but no longer than sixty (60) 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. If, as soon as reasonably possible but no longer than sixty (60) days following receipt of an advance copy of a Party's proposed publication, the other Party informs such Party that its proposed publication could be expected to have a material adverse effect on any Program Patent Rights or Program Know-How, then such Party shall delay such proposed publication, sufficiently long to permit the timely preparation, first filing, international filing and publication of patent application(s) on the employees information involved, PROVIDED, HOWEVER, that (i) with respect to any agreement between Millennium and a third party listed in APPENDIX B as of the other PartyEffective Date (and any extension thereof), the terms and conditions of such agreement (and any extensions thereof) that govern the review, approval and delay of any scientific publications relating to such agreement shall remain in all publications as scientifically appropriate. This full force and effect notwithstanding any provision of this Section 12.4 4.3 to the contrary, and (ii) with respect to any future agreement entered into by Millennium with a third party relating to the Millennium Field Patent Rights and/or the Millennium Field Know-How, Millennium shall not limit agree to any terms and shall be subject to Section 12.5. Nothing contained conditions governing the review, approval and delay of scientific publications that are inconsistent with those set forth in this Section 12.4 shall prohibit 4.3, without the inclusion prior written consent 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 disclosedAstra.
Appears in 1 contract
Samples: Research and License Agreement (Millennium Pharmaceuticals 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 Except as required by law, each Party agrees that it shall not publish or publicly present any information relating to Licensed Compounds or publish results of studies carried out under this Agreement Licensed Products, (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, Party and (b) other than in which case Section 12.3 shall apply compliance with respect to disclosures required by the SEC and/or for regulatory filingsthis Section 7.07. 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 Confidential Portions of this Exhibit marked as [***] have been omitted 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 agrees, which agreement shall not be unreasonably withheld. The other Party shall have [***] (30[***]) days after its receipt of any such publication or presentation (the “Review Period”) to comment on any material in such Publication. The 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. 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 claiming 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 [***] ([***]) days 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 1 contract
Samples: License Agreement (Ardelyx, 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 or other Governmental Authorities or stock exchanges 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 AmbrxExscientia’s Confidential Information without AmbrxExscientia’s prior written consent, and Ambrx Exscientia 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. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 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 CompoundLicensed Compound or Licensed 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 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 Licensed 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
Samples: Collaboration and License Agreement (Exscientia LTD)
Publications. Neither During the Term, each 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 submit 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 “Non-Disclosing Party”) for review and approval any proposed Publication at least public announcement, academic, scientific or medical publication or presentation related to the Joint [***] Manufacturing Improvement Technology or the LICENSEE [***] Manufacturing Improvement Technology. Such review and approval will be conducted for the purposes of preserving the value of the [***] Manufacturing Technology, the rights granted to each Party hereunder 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 thirty (30) days prior before submission for publication or presentation. The Non-Disclosing Party shall provide its comments with respect to such publications and presentations within ten (10) Business Days of its receipt of such written copy. The review period may be extended for an additional sixty (60) days in the event the Non-Disclosing Party can demonstrate reasonable need for such extension including for the CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. preparation and filing of patent applications. Notwithstanding anything to the earlier of its presentation or intended submission for publication. The submitting contrary, the Non-Disclosing Party agrees, upon request by the other Party, not to submit or present any Publication until may require that the other Party has had redact the Non-Disclosing Party’s Confidential Information from any such proposed publication or presentation. AGTC and LICENSEE will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publication. With respect to any public announcement, academic, scientific or medical publication or presentation during the Term related to the [***] Manufacturing Technology, subject to any Third Party confidentiality obligations and other obligations to Third Parties with respect to such publication or presentation, AGTC shall furnish LICENSEE with a written copy of such proposed publication or presentation no later than 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 before submission 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 consentredacted, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each as appropriate for Third 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 disclosedconfidential information.
Appears in 1 contract
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: Vascular Biogenics Ltd.
Publications. Neither During each Collaboration Target Research Term 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 or any Ancillary Agreement (each such presentation or publication each, a “Publication”) relating to the applicable Collaboration Target, without the opportunity for prior review by the other Party’s prior written consent. Following the Collaboration Target Research Term for a Collaboration Target, except Sanofi shall be responsible for and control all Publications relating to the applicable Collaboration Target for which Sanofi has paid the License Extension Fee, and Nurix shall have the right to make and disclose any such Publication with the prior written consent of Sanofi. To the extent otherwise required by Applicable Lawa Party has a right pursuant to this Section 14.7 to make a Publication, in which case Section 12.3 shall apply with respect to disclosures required by then the SEC and/or for regulatory filings. The submitting 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 or disclosure 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 1 contract
Samples: Collaboration and License Agreement (Nurix Therapeutics, Inc.)
Publications. Neither (a) Incyte and its Affiliates and Calithera and its Affiliates (unless Calithera has exercised the Co-Development Opt-Out or an Auto Opt-Out Event has occurred) shall have the right to make disclosures pertaining to any Licensed Compound or Licensed Product to Third Parties in Publications in accordance with the following procedure: the Party shall publicly present or publish results of studies carried out under this Agreement seeking to make a Publication (each such presentation or publication a the “PublicationPublishing Party”) 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 “Non-Publishing Party”) with an advance copy of the proposed Publication at least thirty (30) days Publication, and the Non-Publishing Party shall then have [ * ] prior to the earlier of its presentation or intended submission for publicationany Publication in which to recommend any changes it reasonably believes are necessary to preserve any Patent Rights or Know-How belonging in whole or in part to the Non-Publishing Party. The submitting If the Non-Publishing Party agreesinforms the Publishing Party that such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, upon request MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION Publication, in the Non-Publishing Party’s reasonable judgment, could be expected to have a material adverse effect on any patentable invention owned by or licensed, in whole or in part, to the Non-Publishing Party (other than pursuant to a license granted under this Agreement), or on any Know-How which is Confidential Information of the Non-Publishing Party, the Publishing Party shall delay or prevent such Publication as follows: (i) with respect to a patentable invention, such Publication shall be delayed sufficiently long (not to submit or present any Publication until exceed [ * ] to permit the other Party has had thirty timely preparation and filing of a patent application; and (30ii) days with respect to comment on any material in Know-How which is Confidential Information of the Non-Publishing Party, such Know-How shall be deleted from the 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 to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentits Publications, 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 which Publications shall be subject to Section 12.5. Nothing contained in the requirements of this Section 12.4 shall prohibit the inclusion of information 13.4, at scientific conferences, including at any conferences 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 any country 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 disclosedworld.
Appears in 1 contract
Samples: Collaboration and License Agreement (Calithera Biosciences, 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 (all such results, including the Research Program Results, being collectively referred to as 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: (a) *** prior to submission for publication or oral presentation in the case of full manuscripts; (b) *** prior to submission for publication or oral presentation in the case of abstracts; and (c) *** prior to publication in the case of press releases, 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 the applicable time period set forth above after 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 15 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 10 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 *** . 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 8.5 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 1 contract
Publications. Neither Party shall publicly present or Kite will have the sole right 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 to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply and make scientific presentations with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity Kite Platform Technology and Kite Products, and to review any proposed Publication at least thirty issue press releases (30) days prior except with respect to the earlier terms of its presentation this Agreement, which is governed by Section 12.2 (Terms of this Agreement; Publicity)) or intended submission for publication. The submitting Party agreesmake other public disclosures regarding any such Kite Platform Technology and Kite Products, upon request by the other Party, and Amgen will 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 do so without AmbrxKite’s prior written consent, except as required by Law; provided, however, that any publication or presentation to be made by Kite that names Amgen will require the prior consent of Amgen. Amgen will have the sole right to publish and Ambrx shall make scientific presentations with respect to Amgen Products, and ***Confidential Treatment Requested Amgen Contract No. 2014635177 44 to issue press releases (except with respect to the terms of this Agreement, which is governed by Section 12.2 (Terms of this Agreement; Publicity)) or make other public disclosures regarding any such Amgen Products, and Kite will not do so without Amgen’s prior written consent, except as required by Law; provided, however, that any publication or presentation to be made by Amgen that names Kite will require the prior consent of Kite. The Party that is entitled hereunder to make a publication or presentation (the “Publishing Party”) will deliver to the other Party (the “Non-Publishing Party”) a copy of any proposed written publication or outline of presentation to be made by the Publishing Party in advance of submission for publication or presentation at least […***…] in advance of submission (or, where a copy of such publication or presentation is not available at such time, a draft or outline of such publication or a description of such presentation), and the Non-Publishing Party will have the right to: (i) require a delay in submission of not more than […***…] to publish or present BMS’ enable patent applications protecting any product; and (ii) prohibit disclosure of any of its Confidential Information without BMS’ prior written consentin any such proposed publication or presentation. Each Party agrees If there is any dispute between the Parties with regard to acknowledge the contributions of the a proposed publication, presentation or other Partycommunication regarding this Agreement, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and such dispute 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 referred 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 disclosedJSC for resolution.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Kite Pharma, Inc.)
Publications. Neither Except as required by law, each Party agrees that it shall publicly not publish or present or publish the results of studies or clinical trials carried out by such Party under this Agreement (each such presentation or publication a “Publication”) the Global Development Plan 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 filingsParties. The submitting Each Party shall provide to the other Party Parties 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 Field under either the OSI-Genentech Agreement or the OSI-Roche Agreement, as the case may be, at least thirty (30) days prior to the earlier of its presentation or their intended submission for publication. The , and such submitting Party agrees, upon written request by the from any other Party, not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the such 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, the comments same abstracts, manuscripts or presentations do not have to be provided again to any Party for review for a later submission for publication. Expedited reviews for abstracts or poster presentations within ten (10) days of receipt by a Party may be arranged by sending a prior written notice to the other Parties requesting such expedited review, unless another arrangement is mutually agreed upon by the Parties. Each 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 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 be deleted prior written consentto such publication. In the event that any Party submits any manuscript or other publication relating to any Tripartite Licensed Product under either the OSI-Genentech Agreement or OSI-Roche Agreement, 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 PartyParties, 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 1 contract
Publications. Neither Party Kadmon shall publicly present or not publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) any information relating to the Product without the opportunity for written consent of AbbVie (which consent may be withheld or given in AbbVie’s sole discretion), unless such information has already been publicly disclosed either prior review by the other Party, except to the extent Effective Date or after the Effective Date through no fault of Kadmon or otherwise required by Applicable Lawnot in violation of this Agreement. AbbVie shall have the right to make such publications as it chooses, in which case its sole discretion, subject to the review rights of Kadmon as set forth in this Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings9.4. The submitting Party wishing to make a publication or presentation regarding the Product shall provide submit to the other Party any publication or presentation CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (including in any seminars, symposia or otherwise) of information related directly or indirectly to the opportunity to Product for review any and, in the case of a publication proposed Publication by Kadmon, approval, at least thirty ninety (3090) 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 publication or presentation. Notwithstanding the foregoing, BMS The reviewing Party shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have (a) solely in the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge case that AbbVie is the contributions of the other reviewing Party, and to propose modifications to the employees of 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 other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject reviewing Party requests modifications 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 ofpublication or presentation, the manufacture, use, sale publishing Party shall edit such publication to prevent disclosure of trade secret or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the proprietary business information to be included prior to submission of the publication or presentation. If the reviewing Party requests a delay, the publishing Party shall delay submission or presentation for a period of ninety (90) days to enable patent applications protecting each Party’s rights in such patent application, where and information to the extent required by Article 9 hereofbe filed. Notwithstanding the foregoingforegoing right of Kadmon to review (but not approve) AbbVie publications or presentations regarding the Product, if 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 planned publication prior to the filing of relevant patent applications and to ensure that no or presentation does not include any Confidential Information of either Party is disclosedKadmon, then AbbVie shall have no obligation to submit such publications or presentations to Kadmon for review.
Appears in 1 contract
Samples: License Agreement
Publications. Neither Except for disclosures permitted pursuant to Section 13.02 (Exceptions), Section 13.03 (Permitted Disclosures) or Section 13.04 (Publicity), neither Party shall publicly present have the right to make any publication or publish presentation which relates to the scientific or technical results of studies carried out under any activities performed pursuant to this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by written consent or approval of the other Party. If either Party (the “Publishing Party”) wishes to publish or present in a public forum the scientific or technical results of any activities performed pursuant to this Agreement, 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 Publishing Party shall provide the other Party the opportunity to review any proposed Publication abstracts, manuscripts or scientific presentations (including verbal presentations) which relate to its activities performed pursuant to this Agreement by delivering a copy thereof (if applicable) to the other Party at least thirty [***] (30[***]) days prior to the earlier of its presentation or their intended submission for publication. The submitting other Party agreesshall have [***] ([***]) days from its receipt of any such copy of the proposed disclosure in which to notify the Publishing Party in writing of approval of the disclosure, upon request by such approval not to be unreasonably withheld, conditioned or delayed. Each Party shall comply with (a) the other Party’s internal publication policy as well as its own internal publication policy, if any, (b) the guidelines issued by the academic journals or [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to submit or present any the registrant if publicly disclosed. scientific meetings applicable to the publication, and (c) guidelines by International Committee of Medical Journal Editors (“ICMJE”). (a), (b) and (c) shall be collectively referred to as the “Publication until Guidelines”. In the other event that Frequency is the Publishing Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider and, if Frequency’s researcher meets 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 authorship criteria under the Publication at the time of the submission or presentation. Notwithstanding the foregoingGuidelines, BMS such researcher 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 execute an academic environment and may release information regarding such studies in a manner consistent Authorship Agreement 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 disclosedAstellas.
Appears in 1 contract
Samples: License and Collaboration Agreement (Frequency Therapeutics, Inc.)
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: Agreement (PTC 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 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 ***Confidential Treatment Requested 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 1 contract
Publications. Neither During the Agreement Term, each 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 will submit 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 “Non-Disclosing Party”) for review and approval any proposed Publication at least thirty (30) days prior academic, scientific and medical publication or public presentation related to the earlier of its presentation any Licensed Agent or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit Product 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 Publicationactivities conducted hereunder; provided that the submitting Party agrees to delay such Publication that, except 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 foregoingotherwise permitted in this Article 12, BMS CRISPR shall not have the right to publish make any publications with respect to Licensed Agents or present AmbrxProducts. In each such instance, such review and approval will be conducted for the purposes of preserving the value of the Licensed Technology and the Vertex Technology, the rights granted to Vertex hereunder and determining whether any portion of the proposed publication or presentation containing the Non-Disclosing Party’s Confidential Information without Ambrxshould be modified or deleted. Written copies of such proposed publication or presentation required to be submitted hereunder will be submitted to the Non-Disclosing Party no later than [***] days before submission for publication or presentation (or [***] Business Days in advance in the case of an abstract). The Non-Disclosing Party will provide its comments with respect to such publications and presentations within [***] Business Days of its [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. receipt of such written copy (or five Business Days in the case of an abstract). The review period may be extended for an additional [***] days if the Non-Disclosing Party reasonably requests such extension including for the preparation and filing of patent applications. Notwithstanding anything to the contrary, the Non-Disclosing Party may require that the other Party redact the Non-Disclosing 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 from any such proposed publication or presentation; provided, that neither 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 required to redact any information permitted to be disclosed pursuant to Section 12.512.3. Nothing contained CRISPR and Vertex will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties 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 hereofany publication. Notwithstanding the foregoing, (i) Vertex’s obligation to submit any publication to CRISPR for review and approval under this Section 12.5.3 will not apply to any publication made with respect to a Collaboration Program following Vertex’s exercise of the Parties recognize applicable Option that independent investigators have been engaged, and will be engaged does not contain CRISPR’s Confidential Information or disclose any non-public information included in the futureLicensed Technology; provided, to conduct Clinical Trials that where reasonably possible, Vertex will provide CRISPR with an advance copy of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding publication if 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: Option and License Agreement (CRISPR Therapeutics AG)
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 Subject to the remainder of this Section 13.7 and subject to Section 17.4, (a) neither Party nor its Affiliates shall make any publication or public disclosure regarding a 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, and (b) Voyager shall not make any publication or public disclosure regarding an AbbVie Designated Antibody, in each case ((a) and (b)), 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: (i) comments on the proposed material, which the publishing Party shall consider in good faith, (ii) 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) with respect to either Party as the disclosing Party, a Research Compound, Selected Research Compound, Research Product, Selected Research Product, Licensed Compound or Licensed Product, any Exploitation activities conducted under this Agreement or the Vectorization Technology and (each such presentation B) with respect to Voyager as the disclosing Party, an AbbVie Designated Antibody, or publication a “Publication”(iii) 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 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 the Development and Commercialization of Collaboration Products. All publications, and other forms of public disclosure such as abstracts and presentations, of results of studies carried out under this Agreement or otherwise relating to the Collaboration Product (each such presentation or publication of the foregoing, a “Publication”) will comply with the strategy established by the JSC and will not contain the Confidential Information of the other Party without the other Party’s advance written consent. Neither Party nor their Affiliates may submit for publication, publish or present a Publication without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Lawapplicable Laws. A Party seeking, in which case Section 12.3 shall apply with respect or whose Affiliate is seeking, to disclosures required by the SEC and/or for regulatory filings. The submitting Party submit, publish, or present a Publication shall provide the other Party the opportunity to review any and comment on the proposed Publication at least thirty (30) days [***] prior to the earlier of its presentation or intended submission for publicationpublication or presentation. The submitting other Party agreesshall provide the Party seeking, upon request or whose Affiliate is seeking, to publish or present with its comments in writing, if any, within [***] after receipt of such proposed Publication. The Party seeking, or whose Affiliate is seeking, to publish, or present shall consider in good faith any comments thereto provided by the other Party and shall comply with the other Party’s request to remove any and all of such other Party’s Confidential Information from the proposed Publication. In addition, not the Party seeking, or whose Affiliate is seeking, to submit publish, or present any Publication until shall [***] in the event that the other Party can demonstrate reasonable need for such delay in order to prepare and file a patent application for which it has had thirty (30) days prosecution control pursuant to comment on any material in such Publicationthis Agreement. The submitting Party shall consider the comments of If the other Party in good faithfails to provide its comments to the Party seeking, but will retain or whose Affiliate is seeking, to publish or present within such [***], such other Party shall be deemed not to have any comments, and the sole authority Party seeking, or whose Affiliate is seeking, to publish or present shall be free to submit for publication or present in accordance with this Section 11.5 after 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[***] period has elapsed. The submitting Party seeking, or whose Affiliate is seeking, to publish or present shall provide the other Party a copy of the Publication manuscript, abstract or presentation 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 consentas applicable. Each Party agrees to acknowledge the contributions of the other Party, Party and the its Affiliates and their employees of the other Party, in all publications 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: Collaboration and License Agreement (Seres Therapeutics, Inc.)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (GPC and BG each such presentation or publication a “Publication”) without the opportunity for prior review by acknowledge the other Party’s interest in publishing certain of the results of the Collaboration to obtain recognition within the scientific community and to advance the state of scientific knowledge. Further, except BG acknowledges that GPC can use results obtained before and during the Collaboration for corporate presentations; however, only to such extent that all references to Targets or Compounds identified will not be disclosed. Each Party also recognizes the extent otherwise required by Applicable Lawmutual interest in obtaining valid patent protection. Consequently, in which case Section 12.3 either Party, or its employees, wishing to make a publication (including any oral disclosure made without obligation of confidentiality) relating to work performed as part of the Collaboration (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 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 an abstract of such oral disclosure at least fourteen (3014) 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 applicationthe abstract or the oral disclosure, where and whichever is earlier. The Reviewing Party shall have the right (a) to propose modifications to the extent required publication for accuracy and/or patent reasons or (b) to request a delay in or, if mutually agreed to in writing by Article 9 hereofthe Parties, abandonment of publication or presentation in order to protect patentable information until filing of patent applications or publications of patent applications to maintain trade secrets. Notwithstanding If the foregoingReviewing Party requests such a delay or abandonment, the Parties recognize that independent investigators have been engagedPublishing Party shall delay submission or presentation of the publication for a period determined by mutual written consent of the Parties, and will be engaged or abandon such submission or publication if agreed to in writing by the futureParties, 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 enable patent applications and protecting each Party’s rights in such information to ensure that be filed or published or to protect trade secrets. Additionally, no Confidential Information of either the Reviewing Party, other than work performed as part of Collaboration, shall be disclosed in any such publication without the prior written consent of the Reviewing Party is disclosedwhich consent may be granted or withheld in the Reviewing Party’s sole discretion. Absent such consent, the Publishing Party shall delete such Confidential Information of the Reviewing Party from the publication.
Appears in 1 contract
Samples: Collaboration and License Agreement (GPC Biotech Ag)
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 ProductsParties. 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.103
Appears in 1 contract
Samples: Collaboration and Option Agreement (Voyager Therapeutics, 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, 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 (Tokai 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 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 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: Note Purchase Agreement (Neogenesis Pharmaceuticals Inc)
Publications. Neither Party shall publicly publish or 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 Party. Subject to Section 13.2, 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 abstracts, manuscripts or presentations (including verbal presentations) which relate to any Licensed Product 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 manuscript for publication, or to make such presentation, until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication or presentation which it believes to be patentable. Both Parties understand that a reasonable commercial strategy may require delay of publication or presentation of information or filing of patent applications. The submitting Parties agree to review and consider delay of publication or presentation and filing of patent applications under certain circumstances. The Steering Committee will review such requests and recommend subsequent action. 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 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 12.2 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 Independent investigators that have been engaged by a Party or both Parties recognize prior to or on the Effective Date may release information regarding such studies in a manner consistent with academic standards within the scope of such investigator's agreement with the relevant Party. Independent investigators that such investigators are engaged by a Party or both Parties after the Effective Date 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 provided, however, that each the Party will use reasonable efforts to prevent publication prior in privity with such investigators shall discourage such disclosures if detrimental to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedcollaboration.
Appears in 1 contract
Samples: Marketing, Distribution and Development Agreement (Gilead Sciences 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 (all such results, including the Research Program Results, being collectively referred to as 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: (a) fifteen (15) days prior to submission for publication or oral presentation in the case of full manuscripts; (b) three (3) days prior to submission for publication or oral presentation in the case of abstracts; and (c) one (1) day prior to publication in the case of press releases, 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 the applicable time period set forth above after 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 15 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 10 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 8.5 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 1 contract
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 Confidential 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 Each/The Collaborator acknowledges that the University are required, under the terms of the NBIC Consortium Agreement, the UKRI terms and conditions, each university’s charitable objectives and in accordance with standard academic practice, to use their reasonable efforts to publish and disseminate the Project Results. This Agreement shall not prevent or hinder registered students of any academic Party from submitting for degrees of that Party theses based on results obtained during the course of the Project, or from following that Party’s procedures for examinations and for admission to postgraduate degree status. In accordance with normal academic practice, all employees, student, agents or appointees of the University shall publicly present or be permitted following the procedures laid down in Clause 8.4 to publish results Project Results, jointly where applicable (in each case a Publication). Where a Party wishes to make a Publication, it will: provide a copy of studies carried out under this Agreement (the draft Publication to 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 incorporated in that Publication at least no less than thirty (30) days prior to the earlier intended date of its presentation or intended submission for publication. The submitting Party agrees, upon request by of the Publication; take due account of all and any comments received from the other Party, not Parties in relation to submit or present any the draft Publication until within the other Party has had thirty (30) days day notice period; and on request, either delete or remove any Confidential Information belonging to comment on another Party from the draft Publication or delay the intended publication for up to a period of three (3) months if necessary to enable one or more of the other Parties to prepare and file a patent application for any material in such patentable inventions comprised within the Project Results which would be prejudiced by the relevant Publication. The submitting Parties acknowledge and agree that, in pursuance of the academic functions of the University, it may be necessary to discuss work undertaken as part of a Project in internal seminars and/or to give instruction within their organisation on questions related to such work. The University shall each be responsible for ensuring that all such disclosures are made in compliance with Clause 9 (Confidentiality) and in a manner which protects the patentability of inventions discovered or created in such work. Each Party acknowledges and agrees that no press release concerning the Project shall consider be made unless and until the comments relevant press release has been approved by each of the other Party Parties and the NBIC Operations Director. All publicity materials in good faithrespect of the Project (including any publications published pursuant to Clause 8.3) shall acknowledge, but will retain where appropriate, the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable contributions made by each 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 support 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 Project by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, NBIC and will be engaged NBIC Funders in the future, form prescribed from time 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 time by the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedNBIC Executive Management Team.
Appears in 1 contract
Samples: Nbic Project Agreement
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication 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 an additional thirty (30) days to comment on any material in such PublicationPublication and to make patent filings. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript (other form of publication) 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 CRXX shall not have the right to publish or present AmbrxPGx’s Confidential Information without AmbrxPGx’s prior written consent, and Ambrx PGx shall not have the right to publish or present BMS’ CRXX’s Confidential Information without BMS’ CRXX’s prior written consent. Each Party agrees to acknowledge ; provided, however, that for purpose of this sentence Information generated by the contributions Collaboration that is considered Confidential Information of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 both Parties shall not limit and shall be subject to Section 12.5the restriction of this sentence. Nothing contained in this Section 12.4 In addition, CRXX may publish and present research (pre-clinical and clinical) conducted by or on behalf of it or its partners or licensees on A2a Agonists that is not conducted as part of the Collaboration. If the Co-Development Option expires without exercise by PGx, PGx shall prohibit have no right to publish or present any Publication with respect to results of studies completed after the inclusion expiration 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 ProductsDevelopment Option. The Parties recognize further acknowledge that such investigators operate PGx (and its predecessor 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 interest, ATL) has made significant contributions to the filing discovery of relevant patent applications the Compound as of the Effective Date and the Parties agree that any public disclosure made after the Effective Date regarding Compounds and/or Products shall give appropriate recognition to ensure that no Confidential Information the PGx scientists who are responsible for the discovery of either Party is disclosedsuch Compounds and/or Products.
Appears in 1 contract
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 ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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 1 contract
Samples: Research Collaboration Agreement (CytomX 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 Each party reserves the right to publish or publicly present Ambrx’s *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 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 1 contract
Publications. Neither During the Term, each Party shall publicly present submit to the other Party for review and approval any proposed academic, scientific or publish results of studies carried out under this Agreement medical publication or public presentation that contains (each such presentation or publication a “Publication”a) without the opportunity for prior review by the other Party’s Confidential Information or (b) in the case of Pfizer, except to data from clinical trials that were conducted by or on behalf of Pfizer with the extent otherwise required by Applicable LawCompounds or Products in the Field within the Territory; provided, in which case Section 12.3 shall apply however, that with respect to disclosures required by any publication or public presentation of a Party in each case containing data related to the SEC and/or for regulatory filings. The submitting Party shall provide [***] that does not contain the other Party’s Confidential Information, the other Party shall only have a review right (and Table of Contents no approval right) with respect to such publication or public presentation. Such review and approval will be conducted for the opportunity purposes of preserving the value of the Licensed Technology, Licensee-Selected Compound Technology, the Developed IP and Licensee’s commercial interests in the Compounds and Products and determining whether any portion of the proposed publication or presentation containing such other Party’s Confidential Information should be modified or deleted. Written copies of such proposed publication or presentation required to review any proposed Publication at least be submitted hereunder shall be submitted to the reviewing Party no later than thirty (30) days prior before submission for publication or presentation (the “Review Period”). The reviewing Party shall provide its comments with respect to the earlier such publications and presentations within twenty (20) days of its presentation or intended submission for publication. The submitting Party agreesreceipt of such written copy, upon request by the other Party, not to submit or present any Publication until which comments the other Party has had shall reasonably consider. The Review Period may be extended for an additional thirty (30) days to comment on any material in such Publication. The submitting the event the reviewing Party shall consider the comments can, within ten (10) days of receipt of the written copy, demonstrate reasonable need for such extension including for the preparation and filing of patent applications. Each Party will comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other Party parties in good faithany publication governed by this Section 15.3, 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 including International Committee of the Publication at the time of the submission or presentationMedical Journal Editors standards regarding authorship and contributions. Notwithstanding the foregoing, BMS Pfizer shall not have the right be required to seek Licensee’s prior written approval to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consentthe publications set forth on Schedule 15.3, 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 each 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 which was approved prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedExecution Date.
Appears in 1 contract
Samples: License Agreement (ARYA Sciences Acquisition Corp II)
Publications. Neither Each Party shall publicly present or publish results of studies carried out under this Agreement have the right to make Publications that [***] (each such presentation or publication a “Publication”) without in accordance with the terms below of this Section 11.8 (Publications) and [***]; provided, that following the expiration or earlier termination of this Agreement with respect to the respect to one or more Licensed Products or Collaboration Targets, as the case may be, solely [***] as applicable in connection with any Confidential Information of Sanofi. The publishing Party (the “Publishing Party”) shall provide the other Party (a “Reviewing Party”) an opportunity for prior to review such Publication to determine whether such Publication contains the Confidential Information of the Reviewing Party. The Publishing Party will deliver to the Reviewing Party a copy of any such proposed Publication or an outline of the proposed oral disclosure, together with any slides or other materials to be provided in connection with such oral disclosure (if any), [***]. The Reviewing Party will have the right, in its sole discretion, to: (a) require the removal of its Confidential Information from any such Publication by the other Publishing Party or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the Reviewing Party requests such a delay, the Publishing Party will delay submission or presentation for a period of up to [***] to enable patent applications protecting the Reviewing Party’s rights in such information. Notwithstanding the foregoing, except it is understood that the requirements of this Section 11.8 (Publications) are subject to and limited by the extent otherwise required by Applicable Lawprovisions of Sections 11.3.1(b) and 11.3.1(c) (Authorized Disclosure) and Section 11.7 (Public Announcements) (e.g., 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 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 publication rights of Third Party investigators and collaborators under the foregoingagreements pursuant to which the data or results to be published were generated, 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 shall require such Third Party investigators and collaborators to prevent publication prior agree to the filing foregoing Publication review process. After release of relevant patent applications and to ensure that no Confidential Information of either any Publication by a Party is disclosedin accordance with this Section 11.8 (Publications), such Party may further disclose the information contained in such Publication without the need for further notice to, or review by, the other Party under this Section 11.8 (Publications) or otherwise.
Appears in 1 contract
Samples: Collaboration and License Agreement (IGM Biosciences, 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 the opportunity for prior review by the other Party, except submit 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 publication or presentation containing any Information generated by either Party (or by both Parties) hereunder during the Research Term or any Confidential Information of the other Party at least thirty (30) days prior in advance to allow that Party to review and approve such planned public disclosure or press release or any other public update, including without limitation, any update on the progress of any research and development activities pursuant to a Program hereunder to academia, to industry, or to the earlier of its presentation or intended submission for publicationinvestment community. The submitting reviewing Party agrees, upon request by the other Party, not to submit or present will promptly review such proposed publication and respond in any Publication until the other Party has had event within thirty (30) days after receipt and make any objections that it may have to comment on the publication of any material in such Publication. The submitting Party shall consider the comments Information, or of any Confidential Information of the reviewing Party contained therein. Should the reviewing Party make an objection to the publication of any such Information or Confidential Information, then the Parties shall discuss the advantages and disadvantages of publishing such Information and/or Confidential Information. Notwithstanding the preceding sentences, either Party may submit for the other Party Party’s approval a summary of Program data or Information to be used in good faithconfidential and/or non-confidential corporate presentations and, once the other Party’s written approval has been received, the same summary of the Program data may be used again in subsequent presentations without further approval by the other Party. If the Parties are unable to agree on whether particular subject matter may be published or presented, then subject to Section 14.1, the JSC shall attempt to resolve the matter, but will retain if it is unable to do so, such matter shall be resolved in accordance with 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 dispute resolution provisions of the Publication at the time of the submission or presentationSection 14.2. Notwithstanding the foregoing, BMS upon the reviewing Party’s request, the other Party shall not have submit any such publication or presentation until 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 (no less than thirty (30) days) to review, comment upon and/or approve the information secure patent protection for any material in such publication or presentation that it believes 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 disclosedpatentable.
Appears in 1 contract
Samples: Commercialization Agreement (Pharmacopeia Drug Discovery Inc)
Publications. Neither Party shall publicly publish or 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 11.2. Subject to Section 12.2, 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 abstracts, manuscripts or presentations (including verbal presentations) which relate to any Licensed Product at least thirty sixty (3060) 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 manuscript for publication, or to make such presentation, until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication or presentation that is owned by the requesting Party (either individually or jointly with the non-requesting Party) and which the requesting Party believes to be patentable. In the event that the nature of the content of any proposed publication or presentation is such that a Party is entitled to request that submission of such publication or delivery of such presentation be delayed pursuant to the foregoing provisions of this Section 11.2, then both Parties understand that a reasonable commercial strategy may require delay of publication or presentation of * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION 68 information or filing of patent applications. The submitting Parties agree to review and consider delay of publication or presentation and filing of patent applications under certain circumstances. 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 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 11.2 shall prohibit the inclusion of information in necessary to file a patent application claimingwith a government authority, and in furtherance ofexcept for Confidential Information of the non-filing Party, the manufacture, use, sale or formulation of a Compound, provided that PROVIDED 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 Independent investigators that have been engaged by a Party or both Parties recognize that such investigators operate in an academic environment and prior to or on the Effective Date may release information regarding such studies in a manner consistent with academic standards; provided standards within the scope of such investigator's agreement with the relevant Party. Independent investigators that each are engaged by a Party will or both Parties after the Effective Date are understood to operate in an academic environment and shall be allowed to release information regarding such studies in a manner consistent with academic standards and within the scope of such investigator's agreement with the relevant Party. With respect to any agreement entered by either Party with any independent investigator after the Effective Date to conduct clinical trials of Licensed Products, such Party shall use reasonable efforts Commercially Reasonable Efforts to prevent include in such agreements provisions that would give such Party the right to limit the publication prior rights of such independent investigator with respect to any results of such clinical trials to the filing same extent as such Party would have under this Section 11.2 if such independent investigator were the other Party to this Agreement; provided, however, that in no event shall such Party be required or obligated to make any payment to such independent investigator or incur any financial cost or penalty for the benefit of relevant patent applications and such independent investigator in order to ensure that no Confidential Information limit the publication rights of either Party is disclosedsuch independent investigator in the manner contemplated under this Section 11.2.
Appears in 1 contract
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 15 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 11 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, 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 6.5 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 1 contract
Publications. Neither Party shall publicly publish or 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 Party, except to the extent otherwise required by Applicable Law, unless such publication is contemplated in which case Section 12.3 shall apply with respect to disclosures required a publication plan approved by the SEC and/or for regulatory filingsJDC or JCC. The submitting Subject to Section 12.2, each Party shall agrees to provide the other Party the opportunity to review any proposed Publication abstracts, manuscripts or presentations (including verbal presentations) which relate to any Licensed Product 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 manuscript for publication until the other Party has had thirty (30) days is given a reasonable period of time to comment on secure patent protection for any material in such Publicationpublication which it believes to be patentable. The submitting Party shall consider the comments Both Parties understand that reimbursement and Commercialization 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 Licensed Product may be assisted by publication of results from research studying Licensed Product 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 presentationquickly as possible. Notwithstanding the foregoing, BMS the Parties agree to review and consider delay of publication and filing of patent applications under certain circumstances. The JSC will review such requests and recommend subsequent action. Neither Party 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 Party which is subject to Section 12.512.1. Nothing contained in this Section 12.4 9.3 shall prohibit the inclusion of information in a publication if necessary for a patent application claimingapplication, 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 ProductsLicensed 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 disclosedPatent applications.
Appears in 1 contract
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 1 contract
Samples: Collaboration and License Agreement (Nurix Therapeutics, 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 77 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 1 contract
Samples: Collaboration and License Agreement (Nurix 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 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. ***Certain information contained herein has been omitted pursuant to Regulation S-K 601(b)(10). Confidential treatment has been granted with respect to the omitted portions. 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: Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Publications. Neither If either Party shall publicly present or publish results of studies carried out under this Agreement (each such decides that public presentation or publication of the protocols or the results of arising from activities under the Research Program (such results are hereinafter referred to as a “PublicationDisclosure”) without is desirable, such results may be presented at professional symposiums or meetings, or published in scientific abstracts, journals, whether electronic or otherwise, subject to the opportunity for prior review by the other Party, except both GNE and Xenon for protection of Patent Rights and protection of Confidential Information and subject to the extent otherwise required prior approval by Applicable Law, in which case Section 12.3 shall apply with respect both GNE and Xenon (such approval not to disclosures required by the SEC and/or for regulatory filingsbe unreasonably withheld). The submitting Each Party shall provide to the other Party the opportunity to review any all proposed Publication at least Disclosures. Each Party shall respond in writing promptly and in no event later than thirty (30) days prior after receipt of the proposed Disclosure with their comments or approval (and which approval shall not be unreasonably withheld). In the event of concern in the case of disclosure of a Party’s own Confidential Information, the Parties agree not to make any [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION presentation nor submit any publication that contains such Confidential Information of a Party until the earlier concerned Party has provided its written approval or such Confidential Information has been removed. In the event of its concern in the case of patentable Confidential Information, the Parties agree not to make any presentation or intended submission for publication. The submitting Party agrees, upon request submit any publication until patent protection has been sought by the other Party, not Party having responsibility therefor pursuant to submit Article 10 or present any Publication until the other such 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 specifically given its written authority to submit the manuscript make such Disclosure. Authorship will be determined in accordance with generally accepted academic standards and customs. Proper acknowledgement will be made 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 each 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 disclosedresults being presented or published.
Appears in 1 contract
Publications. Neither Party During the Research Program Term, Ligand and Lilly each acknowledge the other party's interest in publishing certain information gathered during the collaboration to obtain recognition within the scientific community and to advance the state of scientific knowledge. Each party also recognizes the mutual interest in obtaining valid patent protection and protecting business interests. The Steering Committee, or its designee, will establish procedures for review of publications that will address the process, timing and criteria for decision while taking into account both Ligand's and Lilly's policies for publication review and approval. The Steering Committee, or its designee (the "Publication Subcommittee"), shall publicly present or publish results of studies carried out under this Agreement (consider each such presentation or proposed publication a “Publication”) without that arises during the opportunity for prior review Research Program Term by the other Partyreviewing an advance draft of all written publications and an abstract of all oral presentations, 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) be submitted not later than 45 days prior to the earlier of its presentation or intended first submission for publication. The submitting Party agrees, upon request by publication in the other Party, not to submit or present any Publication until the other Party has had thirty (30) case of written publications and 45 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 the abstract to the extent required by Article 9 hereoforganizers of the forum at which the oral presentation is to be made. Notwithstanding If, within 30 days of receipt of the foregoingadvance copy of a party's proposed written publication or abstract of a proposed oral presentation, the Parties recognize Steering Committee or its Publication Subcommittee informs such party that independent investigators its proposed publication or presentation could be expected to have been engageda material adverse effect on any Ligand Patents, and will be engaged in Ligand Technology, Lilly Patents, Lilly Technology, Joint Patents or Joint Technology developed or acquired during the futureResearch Program Term, then such party shall delay such proposed publication or presentation for a period of up to 90 days or, if longer, a commercially reasonable period of time, to conduct Clinical Trials enable modifications to the publication or presentation for patent, trade secret, or commercial reasons or to allow for patent(s) preparation and filing of Compounds the information involved, if such information pertains to a patentable invention. If any material changes are made to the advance copy prior to publication or presentation, the final version shall be submitted for review by the Steering Committee or the Publication Subcommittee, which shall then have a period of 10 business days to review the final version. If, within 30 days of receipt of an advance copy or within 10 business days of receipt of the final version of a party's proposed publication or presentation, the Steering Committee or the Publication Subcommittee has failed to act with respect to such party's proposed publication or presentation, then such proposed publication or presentation shall be regarded as approved by the Steering Committee and Productsmay be published or presented. The Parties recognize disclosure of information 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 has been previously approved or is not Confidential Information shall not require the review and approval of either Party is disclosedthe Steering Committee under this Section 10.5.
Appears in 1 contract
Samples: Collaboration Agreement (Ligand Pharmaceuticals Inc)
Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (GPC and ALTANA each such presentation or publication a “Publication”) without the opportunity for prior review by acknowledge the other Party’s interest in publishing certain of the results of the Collaboration to obtain recognition within the scientific community and to advance the state of scientific knowledge. Further, except ALTANA acknowledges that GPC can use results obtained before and during the Collaboration for corporate presentations; however, only to such extent that all references to Y3H Targets or Compounds identified will not be disclosed. Each Party also recognizes the extent otherwise required by Applicable Lawmutual interest in obtaining valid patent protection. Consequently, in which case Section 12.3 either Party, or its employees, wishing to make a publication (including any oral disclosure made without obligation of confidentiality) relating to work performed as part of the Collaboration (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 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 an abstract of such oral disclosure at least fourteen (3014) 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 applicationthe abstract or the oral disclosure, where and whichever is earlier. The Reviewing Party shall have the right (a) to propose modifications to the extent required publication for accuracy and/or patent reasons or (b) to request a delay in or, if mutually agreed to in writing by Article 9 hereofthe Parties, abandonment of publication or presentation in order to protect patentable information until filing of patent applications or publications of patent applications to maintain trade secrets. Notwithstanding If the foregoingReviewing Party requests such a delay or abandonment, the Parties recognize that independent investigators have been engagedPublishing Party shall delay submission or presentation of the publication for a period determined by mutual written consent of the Parties, and will be engaged or abandon such submission or publication if agreed to in writing by the futureParties, 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 enable patent applications and protecting each Party’s rights in such information to ensure that be filed or published or to protect trade secrets. Additionally, no Confidential Information of either the Reviewing Party, other than work performed as part of Collaboration, shall be disclosed in any such publication without the prior written consent of the Reviewing Party is disclosedwhich consent may be granted or withheld in the Reviewing Party’s sole discretion. Absent such consent, the Publishing Party shall delete such Confidential Information of the Reviewing Party from the publication.
Appears in 1 contract
Samples: Hybrid Collaboration and License Agreement (GPC Biotech Ag)
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. ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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: Collaboration and License Agreement (CytomX 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 publicly present nor its Affiliates or future Sublicensees may publish results or otherwise disseminate peer reviewed manuscripts or give other forms of studies carried out under public disclosure such as abstracts and media presentations regarding the Compound or Product (such disclosure collectively, for purposes of this Agreement (each such presentation or publication a Section 6.4, “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 A Party seeking Publication shall provide the other Party the opportunity to review and comment on any proposed Publication at least thirty [***] days (30or at least [***] days in the case of abstracts and media presentations) days prior to the earlier of its presentation or intended submission for publicationPublication. The submitting other Party agreesshall provide the Party seeking Publication with its initial comments in writing, upon if any, within [***] days (or within \BA - 046396/000002 - 691149 v24 [***] 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. [***] days in the case of abstracts and media presentations) after receipt of such proposed Publication. The Party seeking Publication shall consider in good faith any comments thereto provided by the other Party and shall comply with the other Party’s reasonable request to remove any and all of such other Party’s Confidential Information from the proposed Publication. In addition, not the Party seeking Publication shall delay the submission for a period of up to submit or present any Publication until [***] days in the event that the other Party has had thirty (30) days can demonstrate reasonable need for such delay in order to comment on any material in such Publicationaccommodate the preparation and filing of a patent application. The submitting Party shall consider the comments of If the other Party fails to provide its comments to the Party seeking Publication within such [***]-day period (or [***] period, as the case may be), such other Party shall be deemed not to have any comments, and the Party seeking Publication shall be free to publish in accordance with this Section 6.4. Notwithstanding the foregoing, the Parties acknowledge and agree that from time to time on a case by case basis, a Party may request to expedite the timelines set forth above for review and comment by the other Party of a manuscript, abstract or presentation. In such event, the Parties will work together in good faith, but will retain faith to accommodate 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 Patentrequesting Party’s timeline. The submitting Party seeking Publication shall provide the other Party with 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 consentsubmission. Each Party agrees to acknowledge the contributions of the other PartyParty and/or its Affiliates, Sublicensees or Other Licensees and the their employees of the other Party, in all publications 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 foregoingIn addition, the Parties recognize that independent investigators have been engagedshall discuss in good faith an appropriate procedure to coordinate comments on the publications regarding the Compound and Product by the Parties, its Affiliates, existing and future Sublicensees, 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 disclosedOther Licensees.
Appears in 1 contract
Samples: Development and License Agreement (Opko Health, 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 ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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 1 contract
Samples: Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Publications. Neither Party shall publicly present or publish All publications, abstracts, manuscripts and presentations (including information to be presented verbally) that disclose results of studies carried out under this Agreement (Clinical Studies or Post-Approval Marketing Studies for a Licensed Product in the Field in the applicable country in the Territory shall be reviewed and approved by 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 Each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or presentations (including information to be presented verbally) in the applicable country in the Territory that relate to any proposed Publication Development activities or otherwise with respect to the Licensed Product for use in the Field in such applicable country in the Territory, at least thirty (30) days prior to the earlier of its intended presentation or intended submission for publication. The submitting publication and each Party agrees, upon written request by from the other PartyParty given within such thirty (30)-day period, not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had Sucampo is given up to thirty (30) days from the date of such written request to comment on seek appropriate Patent protection for any material in such Publicationpublication or presentation that it reasonably believes may be patentable. The submitting Party shall consider Once an abstract, manuscript or presentation has been reviewed and approved by each Party, the comments of exact same abstract, manuscript or presentation does not have to be provided again to the other Party in good faith, but will retain the sole authority to submit the manuscript for Publicationreview for a later submission for publication; provided that once the submitting Party agrees to delay such Publication as necessary to enable abstract or manuscript is accepted for publication or the Parties to file a Patent if such Publication might adversely affect such Patent. The presentation is finalized, the submitting Party shall provide the other Party with a copy of the Publication at the time final version of the submission such abstract, manuscript or presentation. Notwithstanding the foregoing, BMS Each Party also shall not have the right to publish or present Ambrx’s require that any of its Confidential Information without Ambrx(but not the results of the Clinical Studies or Post-Approval Marketing Studies for a Licensed Product in the Field in the applicable country in the Territory that have been approved for disclosure pursuant to the Publication Policies) that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the other Party’s prior written consentcontribution shall be duly recognized, and Ambrx co-authorship shall be determined in accordance with customary standards. For the avoidance of doubt and notwithstanding the foregoing, this Section 10.4.2 shall not have the right limit or restrict Sucampo’s ability to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees publicly available information for Other Indications within the applicable country in the Territory (except to acknowledge the contributions extent that Takeda has exercised its right of refusal for a particular Other Indication in such country in the other Party, Territory and the employees of Parties have reached written agreement with respect to the other Party, in all publications as scientifically appropriate. This same under 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 5.2) or formulation of a Compoundotherwise, 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 in each case 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 or presentation does not contain Takeda’s Confidential Information of either Party is disclosedInformation.
Appears in 1 contract
Samples: Commercialization and Supply Agreement (Sucampo 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 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. ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Samples: Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Publications. Neither Each Party shall publicly present or publish recognizes that the publication of scientific and medical papers regarding results of studies carried out under this Agreement (each and other information regarding Products, including oral presentations and abstracts, may be beneficial to both Parties provided such presentation publications are subject to reasonable controls to protect Confidential Information. Accordingly, a Party may review and comment on any material proposed for disclosure or publication a “Publication”) without the opportunity for prior review by the other Party, except such as by oral presentation, manuscript or abstract, relating to the extent otherwise required by Applicable Lawdevelopment, in which case Section 12.3 shall apply with respect to disclosures required by the SEC manufacture or commercialization Products 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 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 material is submitted for publication or disclosure (other than oral presentation materials and abstracts, which are addressed below), the Party proposing publication shall deliver a draft publication to the other Party at least [***] prior to submitting the material to a publisher or initiating such other disclosure, and such other Party shall review any such material and give its comments to the employees Party proposing publication within [***] of the delivery of such material to such other Party. With respect to oral presentation materials and abstracts, the Party proposing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED publication shall deliver a complete copy to the other Party at least [***] prior to the anticipated date of the presentation, and such other Party shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to the Party proposing publication with appropriate comments, if any, but in no event later than [***] from the date of delivery to the non-publishing Party. The publishing Party shall comply with the other Party’s request to delete references to the other Party’s Confidential Information in any such material and shall delay any submission for publication or other public disclosure for a period of up to an additional [***] for the purpose of preparing and filing appropriate patent applications. Notwithstanding anything to the contrary, Licensee shall not publish any results or information if, in all publications as scientifically appropriateVerrica’s good-faith judgment after consultation with Licensee, such publication has a material adverse effect on the development or commercialization of Product outside the Territory or outside the Field in the Territory. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in For clarity, this Section 12.4 shall prohibit 9.6 is intended to set forth the inclusion of information in a patent application claimingprocedures for scientific and medical presentations and publications, and other public disclosures (e.g., press releases, investor presentations and the like) are addressed 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 Section 9.3 and to the extent required by Article 9 Section 9.5 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: Collaboration and License Agreement (Verrica Pharmaceuticals Inc.)
Publications. Neither Party Except as required by law, each of the Parties agrees that it shall not publish or publicly present any scientific, technical, or publish results of studies carried out under this Agreement academic information relating to the Product (each such presentation or publication a “Publication”a) without the opportunity for prior review written consent of the other, and (b) other than in compliance with this Section 7.06. Without limiting the foregoing, EOC may publish clinical or non-clinical data or any associated results or conclusions generated by the other Party, except or on behalf of EOC pursuant to this Agreement solely to the extent otherwise required by Applicable Lawthat such data, results or conclusions are specific to the Territory and the Field. For the avoidance of doubt, advertising information shall be subject to this Section 7.06 if it is not in which case Section 12.3 shall apply accordance with respect to disclosures required by the SEC and/or for regulatory filingsapproved label or published academic papers. The submitting Party Each of the Parties shall provide to the other Party the opportunity to review any proposed Publication publications, presentations, meeting abstracts, talks or other publicity (including without limitation information to be presented verbally) that relate to the Product 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 submitting publication or presentation, and such Party agrees, upon written request by from the other Partyother, within the Review Period (as defined below), not to submit such abstract, manuscript, or present any Publication other publicity materials for publication or to make such presentation until the other Party has had thirty (30) days to comment on any material in agrees, which agreement by such Publication. The submitting other Party shall consider not be unreasonably withheld. For the comments avoidance of doubt, to the extent practicable, Aadi shall be permitted to withhold such agreement if such publication is not in accordance with Aadi's global publication strategy with respect to the Product or for any reason with respect to the publication of results of any clinical trial of the Product including sites outside of the Territory. Such Party shall have [***] after its receipt of any such publication or presentation (the “Review Period”) to notify the other Party in good faithwriting of any specific objections to the intended publication or presentation. Each of the Parties shall, but will retain in any such publication or presentation, delete from the sole authority proposed disclosure any Confidential Information of the other. Additionally, if a Party notifies the other within the Review Period that it objects to submit such disclosure on the manuscript for Publication; provided basis that the submitting a patent application claiming information contained in such disclosure should be filed prior to such disclosure, such Party agrees to 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 publishing Party shall will provide the other Party with a copy of the Publication at the time final version of the submission manuscript or presentationabstract. 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 Aadi's obligations under this Section 12.4 7.06 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 apply only 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 publications 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 Territory or containing the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.EOC. [***]
Appears in 1 contract
Publications. Neither Party shall publicly present or Subject to the terms of this Section 12.5, the Parties may publish the results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review Development Plan in scientific journals and make scientific presentations related to the Products. Each Party will consider in good faith any request by the other Party, except Party to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect publish Development Plan results related to disclosures required by the SEC and/or for regulatory filingsany Product. The submitting requesting Party shall provide the other Party (the opportunity to review any “Reviewing Party”) with an advance copy of the proposed Publication at least thirty (30) publication or presentation, and the Reviewing Party shall then have [****] days prior to the earlier of its presentation or intended submission for any publication or presentation in which to comment and to recommend any changes it reasonably believes are necessary (a) to preserve any Patent Rights or Know-How Controlled, in whole or in part, by the Reviewing Party or that is the Confidential Information of the Reviewing Party, or (b) remain consistent with the Development and Commercialization strategy established by the Parties through the JPT (or JDC or JCC, as the case may be) for the Product in the Field in the Territory. If the Reviewing Party informs the requesting Party that such publication, in the Reviewing Party’s reasonable judgment, could be expected to have a material adverse effect on any patentable invention Controlled, in whole or in part, by the Reviewing Party, or on any Know-How that is Confidential Information of the Reviewing Party, the requesting Party shall delay or prevent such publication as follows: (a) with respect to a patentable invention, such publication shall be delayed sufficiently long (not to exceed [****] days) to permit the timely preparation and filing of a patent application; and (b) with respect to Know-How that is Confidential Information of such Reviewing Party (other than the results of a Clinical Trial or any Product regulatory information), such Confidential Information shall be deleted from the publication. The submitting requesting Party agrees, upon request by the will also consider in good faith any 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 PatentReviewing Party. The submitting Party Any publication shall provide the other Party a copy include recognition of the Publication at the time contributions of the submission each Party according to standard practice for assigning scientific credit, either through authorship or presentationacknowledgement, as may be appropriate. Notwithstanding the foregoingEach Party, BMS in accordance with its internal policies and procedures, shall not have the right to publish or present Ambrxgrant access to all Non-Clinical Studies, Clinical Trials and results thereof for which such Party is the sponsor. Such Non-Clinical Studies, Clinical Trials or results thereof shall be filed in such Party’s Confidential Information without Ambrxclinical trial registry in accordance with Applicable Laws and such Party’s prior written consenttransparency policies with respect to product studies, clinical trials and Ambrx shall not have results thereof, as applicable, if any; provided, however, that with respect to the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of Product as appropriate the other Party, and the employees of ’s clinical trial registry can be accessed via a link from 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’s clinical trial registry.
Appears in 1 contract
Samples: Collaboration and License Agreement (Alnylam Pharmaceuticals, Inc.)
Publications. Neither Except as required by law, each Party agrees that it shall not publish or publicly present any information relating to Licensed Compounds or publish results of studies carried out under this Agreement Licensed Products in the Field, excluding marketing materials such as presentation materials or leaflets, (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, Party and (b) 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 filings7.08. The submitting Each Party shall provide to the other Party the opportunity to review any proposed Publication publications or presentations (i) to be made at medical conference but limited to abstracts or manuscripts; (ii) other than (i) described hereabove that relate to Licensed Compounds or Licensed Products in the Field as early as reasonably practical, but at least thirty in the case of (30i) above [***] Confidential Portions of this Exhibit marked as [***] have been omitted ([***]) days, and in the case of (ii) above [***] ([***]) days prior to the earlier of its presentation or their intended submission for publication. The publication or presentation (collectively the “Review Period”) and such submitting Party agrees, upon written request by from the other PartyParty within the Review Period , not to submit such abstract or present any Publication manuscript for publication or to make such presentation until the other Party has had thirty agrees, which agreement shall not be unreasonably withheld. The other Party shall have in the case of (30i) above [***] ([***]) days, and in the case of (ii) above [***] ([***]) days after its receipt of any such publication or presentation to comment on any material in such Publication. The 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 claiming 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 [***] ([***]) days 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 or presentation, the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide may use only the other Party a copy same subject matter in whole or in part, in another publication or presentation under this Section 7.08, provided that the wording used in such new publication or presentation does not go beyond the scope of the Publication at subject matter disclosed in the time of the submission previously approved publication or presentation. Notwithstanding the foregoingabove, BMS the obligations of this Section 7.08 shall not have the right apply 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 and/or presentations 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 submitted by Ardelyx prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosedEffective Date.
Appears in 1 contract
Samples: License Agreement (Ardelyx, Inc.)