Provision Language
AbbVie – MPP Agreement
8. Confidentiality and Publications
8.1 Confidential Information. All technology, know-how, business information, quarterly reports or any other confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder (“Confidential Information”) shall be used solely and exclusively by Receiving Party in a manner consistent with the rights granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any Third Party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, except to the extent that the Receiving Party can demonstrate by competent written evidence that such information: (a) is known by the Receiving Party without obligations of confidentiality at the time of its receipt and, not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; (b) is in the public domain other than as a result of any breach of this Agreement by the Receiving Party; (c) is subsequently disclosed to the Receiving Party on a non- confidential basis by a Third Party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party without the use of Confidential Information provided by the Disclosing Party, as documented by the Receiving Party’s business records. Within 30 days after any expiration or termination of this Agreement, Receiving Party shall destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Disclosing Party’s Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidential obligations under this Agreement shall survive this Agreement for a period of five (5) years.
8.2 Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:
(a) regulatory filings;
(b) prosecuting or defending litigation;
(c) complying with applicable governmental laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and
(d) disclosure, in connection with the performance of this Agreement and solely on a “need-to-know basis”, to Affiliates, potential collaborators (including potential co- marketing and co-promotion contractors), research collaborators, employees, consultants or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 8; provided, however, that the receiving Party will remain responsible for any failure by any such person who receives Confidential Information pursuant to this Section 8 to treat such Confidential Information as required under this Section 8.
8.3 Effect of Disclosure. If and whenever any Confidential Information is disclosed in accordance with Section 8.2, such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, the Receiving Party will notify the Disclosing Party of its intent to make such disclosure pursuant to Section 8.2(c) sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.
8.4 Press Release. The Parties agree that neither party will issue a press release or public announcement concerning the transactions contemplated hereby without the advance written consent of the other party. If either Party intends to issue a press release, it shall submit a draft of such proposed press release to the other party as far in advance as reasonably practicable and at least five (5) business days prior to the date such Party intends to issue the release. After any initial press release or public announcement is made, however, each Party may disclose to Third Parties or make public statements, by press release or otherwise, regarding the existence of this Agreement, the identity of the parties, the terms, conditions and subject matter of this Agreement, or otherwise in reference to this Agreement, provided such disclosures or statements are accurate and complete with respect to the subject matter thereof and the information disclosed herein.
8.5 Publications. MPP agrees to provide AbbVie with a manuscript of any scientific publication or medical communication regarding a New Formulation, including but not limited to manuscripts, abstracts, posters, slides or other materials used for presentations (collectively, “Scientific Publication(s)”), at least ninety (90) days prior to presentation or submission thereof for publication. AbbVie reserves the right to review any such Scientific Publication and to require changes therein in order to protect its proprietary rights and interests in the Confidential Information. MPP agrees that it shall not present, publish nor submit any Scientific Publication without the prior approval of AbbVie, which approval shall not be unreasonably withheld.
8.6 Other Use of Names. Except as otherwise set forth herein, including in Section 8.4, MPP shall not use AbbVie’s name, trademark, servicemark or logo in any publicity, advertising or announcement, without AbbVie’s prior written consent.
Form of Sublicense
12. Confidentiality and Publications
12.1 Confidential Information. All technology, know-how, business information, quarterly reports or any other confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder (“Confidential Information”) shall be used solely and exclusively by Receiving Party in a manner consistent with the rights granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, except to the extent that the Receiving Party can demonstrate by competent written evidence that such information: (a) is known by the Receiving Party without obligations of confidentiality at the time of its receipt and, not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; (b) is in the public domain other than as a result of any breach of this Agreement by the Receiving Party; (c) is subsequently disclosed to the Receiving Party on a non- confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party without the use of Confidential Information provided by the Disclosing Party as documented by the Receiving Party’s business records. Within 30 days after any expiration or termination of this Agreement, Receiving Party shall destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years.
12.2 Publications. Licensee agrees to provide Licensor and AbbVie with a manuscript of any scientific publication or medical communication regarding a New Formulation, including but not limited to manuscripts, abstracts, posters, slides or other materials used for presentations (collectively, “Scientific Publication(s)”), at least ninety (90) days prior to presentation or submission thereof for publication. Licensor and AbbVie reserve the right to review any such Scientific Publication and to require changes therein in order to protect their proprietary rights and interests in the Confidential Information. Licensee agrees that it shall not present, publish nor submit any Scientific Publication without the prior approval of Licensor and AbbVie, which approval shall not be unreasonably withheld.
12.3 Press Release. Each party may disclose to third parties or make public statements, by press release or otherwise, regarding the existence of this Agreement, the identity of the parties, the terms, conditions and subject matter of this Agreement, or otherwise in reference to this Agreement, provided such disclosures or statements are accurate and complete with respect to the subject matter thereof and the information disclosed therein.
12.4 Other use of Names. Except as otherwise set forth herein, including in Section 12.3, Licensee shall not use AbbVie’s name, trademark, servicemark or logo in any publicity, advertising or announcement, without AbbVie’s prior written consent.