Provision Language
Definitions
“Confidential Information” means any and all data, results, Know-How, show how, software, plans, details of research work, discoveries, inventions, intended publications, intended or pending patent applications, designs, technical information, business plans, budgets and strategies, business or financial information or other information in any medium and in any form, and any physical items, prototypes, compounds, samples, components or other articles or Materials disclosed on or after the Commencement Date of this Agreement by one Party to another Party whether orally or in writing or in any other form including for the avoidance of doubt Background Intellectual Property and Background Know-How;
7. PROGRAMME COLLABORATORS AND SUBCONTRACTORS
7.1 If PTC wishes to use a Third Party collaborator or sub–contractor to conduct any part of the Programme, it shall seek the consent of the RSG unless such sub–contractor or collaborator is specified in the Application. PTC shall provide a copy of the agreed form of any sub–contract or collaboration agreement to the Trust for review by the Trust prior to signature by the parties thereto. Unless otherwise agreed in writing between the Parties, PTC shall ensure in all cases that any collaborations or sub–contracts shall be on the following terms: […]
(b) that the Third Party shall be under obligations of confidence concerning such results on terms equivalent to those set out under this Agreement;
16. ANNOUNCEMENTS
16.1 Save for the information described in Clause 16.2 or as required by law or any competent regulatory authority no announcement concerning this Agreement or its subject matter shall be made by the Parties without the prior written approval of both Parties. For clarity, once an item of information concerning this Agreement or its subject matter becomes public in compliance with the terms of this Agreement (for example, by an agreed press release or scientific publication), it may be used in public communications by either Party without the need for consent of the Parties.
16.2 The Trust may publish summary details of the Programme including the name of the Principal Investigator, the name of PTC, the title of the Programme, the Award Amount and the following description of the Programme:
“PTC Therapeutics, Inc. (PTC) is working to develop a novel drug that will target a protein called Bmi–1, a well–established oncogene that has been shown to be overexpressed in tumour cells and necessary for cancer stem cell survival. By inhibiting Bmi–1 expression, PTC anticipates making resistant cancer stem cells susceptible to treatment. Recent studies have also demonstrated that tumours have a sub–population of cells referred to as “cancer stem cells” that are involved in initiating tumour growth and progression. In addition, these stem–like cells are more resistant to chemical and radiation therapies than are other tumour cells. Although a large portion of the tumour can be debulked by chemo– or radio–therapies, the stem–like resistant cells are a pool of cells that are resistant to cancer therapies, ultimately causing tumour recurrence. Targeting Bmi–1 offers a strategy for therapeutic regimens intended to decrease these treatment failures, thereby improving patient outcome.”
16.3 The Trust’s contribution must be acknowledged in all scientific publications concerning the Programme, quoting the Award reference number.
17. CONFIDENTIALITY
17.1 Subject to Clauses 17.2 to 17.7 inclusive below, each Party undertakes that both during and for a period of [**] years after termination of this Agreement, it shall keep confidential and not disclose and shall take all reasonable security precautions to keep confidential and not disclose to any person other than to its officers, employees, consultants or professional advisors whose province it is to know, any Confidential Information of another party disclosed to or obtained by it in connection with this Agreement.
17.2 PTC shall only disclose the Confidential Information to those of its Staff who need to know it strictly for the purposes of the Programme and the administration of the Award, provided that they are bound by confidentiality and non–use obligations in respect of such Confidential Information and are first made aware of PTC’s confidentiality obligations towards the Trust.
17.3 If PTC considers it necessary for the purpose of the Programme to disclose the Confidential Information to employees, officers, students, visiting academics, contractors, sub–contractors, independent consultants or Third Parties who are not members of PTC’s Staff employed on the Programme, then before any such disclosure takes place PTC shall procure that each of the persons concerned are bound by confidentiality and non–use obligations in respect of such Confidential Information and are first made aware of PTC’s confidentiality obligations towards the Trust.
17.4 The Exploiting Party shall be entitled to disclose any Confidential Information of PTC or Confidential Information generated during the Programme if it is reasonably necessary or desirable to do so in order to protect, Develop or Exploit the Programme Intellectual Property and/or Products.
17.5 Without prejudice to Clause 17.1, and save in the case of publication in which case the provisions of Clause 15 shall apply, the Parties shall each use reasonable endeavours to keep details of any Programme Inventions confidential pending filing of a patent application claiming such Programme Invention.
17.6 Clause 17.1 above shall not apply to:
(a) information which is or was already known to the receiving party at the time of disclosure under this Agreement, as shown by the receiving party’s written records, without any obligation to keep it confidential;
(b) information which is independently developed by employees of the receiving party who have not had access to the confidential information of the disclosing party;
(c) information which at the time of being disclosed or obtained by the receiving party under this Agreement or at any time thereafter, is published or otherwise generally available to the public other than due to default by the receiving party of its obligations hereunder;
(d) the disclosure of information by the Trust for the purposes of publishing summary details of awards made by the Trust
(e) the disclosure of information for the purpose of registering a clinical trial on a national or international clinical trial register or on the Trust’s clinical trial register or for the purpose of patient recruitment with respect to a clinical trial;
(f) the disclosure to a Party’s professional advisers or to the Trust’s Site Visit Group of information reasonably required to be disclosed for purposes relating to this Agreement.
17.7 Each Party shall ensure that all Staff, personnel and Third Parties to whom confidential information of the other party is disclosed are informed of the provisions of Clauses 15 (Publications), 16 (Announcements) and this Clause 17 (Confidentiality).