“Confidential Information” shall mean any and all non‐public information and data, chemical structures, Know‐How, all other scientific, preclinical, clinical, regulatory, manufacturing, marketing, financial and commercial information or data, which is provided through any means of communication by, or on behalf of, one Party to the other Party in connection with this Agreement.
15.1 Each Party shall, and shall cause its officers, directors and employees to keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement (including exercising any license granted herein) or expressly permitted by the disclosing Party.
15.2 Notwithstanding the foregoing, the confidentiality and non.use obligations under Section 15.1 shall not apply to any information that is, as documented by the receiving Party’s written records or other competent proof:
a) in the possession of the receiving Party prior to disclosure by the disclosing Party, and not through a prior disclosure by the disclosing Party;
b) properly in the public domain prior to disclosure or becomes part of the public domain through no breach of this Agreement by the receiving Party;
c) subsequently disclosed to the receiving Party by a Third Party free of any obligation of confidence to the disclosing Party; or
d) independently developed by or for the receiving Party without reference to the disclosing Party’s Confidential Information.
15.3 Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:
a) made to governmental or other regulatory agencies in order to obtain or enforce Patent Rights or to gain or maintain approval to conduct clinical trials or to market the Product, but such disclosure may be made only to the extent reasonably necessary to obtain Patent Rights or authorisations and otherwise to exercise the licenses granted in this Agreement, in accordance with all Applicable Laws;
b) deemed necessary by the receiving Party to be disclosed to Affiliates (including their officers, directors and employees) or Third Parties (including actual and potential consultants, CSPs, funding partners, sublicensees and agents) who need to know such information to the extent necessary to conduct research and development activities (“Permitted Recipients”), on the condition that such Permitted Recipients agree to be bound by confidentiality and non–use obligations at least as stringent as the confidentiality and non.use obligations contained in this Agreement, provided, however, that no such agreement shall be required of any funding party that as a matter of organizational policy does not enter into such agreement; the receiving Party shall be liable for any damage caused by or resulting from any unauthorised disclosure and use of the disclosing Party’s Confidential Information by such Permitted Recipients;
c) deemed necessary by DNDi to be disclosed to:
i. its Development Partner, to the extent necessary to conduct the Development Program; or
ii. a Third Party with whom DNDi is seeking to collaborate on the Research Program or Development Program in accordance with Section 7.4, on the condition that such Development Partner or Third Party agrees to be bound by confidentiality and non.use obligations at least as stringent as the confidentiality and non–use obligations contained in this Agreement; or
d) required to be disclosed to comply with Applicable Laws or to comply with a valid and enforceable order of a court of valid jurisdiction or by a binding decision of any governmental body having jurisdiction, provided that the receiving Party shall:
i. if legally permitted to do so provide the disclosing Party with prior written notice of such disclosure requirement as soon as it becomes aware thereof;
ii. assist the disclosing Party, at the disclosing Party’s sole expense, in obtaining a protective order precluding or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purpose of which it is required; and
iii. limit the disclosure of Confidential Information to that information that is legally required to be disclosed in response to such court or governmental order.
15.4 These obligations set out in this Article 15 shall remain in force for a period of < seven (7) > years from disclosure of the Confidential Information, which obligation will survive the earlier termination or expiration of this Agreement.
17.1 Except as required by Applicable Laws or the rules of any stock exchange, neither Party shall make any public disclosure concerning this Agreement or the subject matter hereof without the prior written consent of the other Party, which shall not be withheld unreasonably.
17.2 Prior to the Effective Date, the Parties shall agree on a set of information concerning this Agreement and its subject matter that may be disclosed without prior consent, other than in the form of a press release (e.g., on a Party’s website, in its annual reports, its newsletters, etc.) (the “Disclosable Information”), provided that the disclosing Party gives the other Party a copy of or reference (e.g., link to internet site) to such disclosure at the time of disclosure. The Disclosable Information is attached to the Agreement in Annex 3.
17.3 For the avoidance of doubt, any press release related to the subject matter of this Agreement shall require the prior written consent of the non–disclosing Party, even if such press release is limited to the Disclosable Information. The Parties agree that any draft press release shall be sent to the other Party for review at least four (4) working days prior to the contemplated day of publication.
ANNEX 3 ‐ DISCLOSABLE INFORMATION
This Agreement covers:
- < add disclosable information agreed between the Parties >
- Management of Technology to ensure access to the Product
- Affordable Price