Master Alliance Provisions Guide (MAPGuide)

Entasis – DNDi/GARDP, Gonorrhoea Medication, Collaboration Agreement

  • Protecting & sharing information | Confidentiality

<p><span style=”fontweight: 400;”>“span><b>Confidential Informationb><span style=”fontweight: 400;”>” means any nonpublic information that is: (i) disclosed to the other Party (whether directly or indirectly) pursuant to or in the course of this Agreement howsoever disclosed that contains or relates to its <span style=”textdecoration: underline;”><a href=”” target=”_blankrel=”noopener“>Background Technologya>span> or its plans to <a href=”#kt“>Commercialisea> the Drug Product; or (ii) is generated pursuant to this Agreement by a Party including, without limitation, the respective Collaboration Technology of each Partyspan>p>
<p><span style=”textdecoration: underline;”><b> 6. Product Manufacture and Supplyb>span>p>
<p><span style=”fontweight: 400;”><strong>6.1strong> Within six (6) months of the Effective Date or such longer period as may otherwise be agreed in writing (including by email), the Parties shall agree a detailed Manufacturing and Supply Plan for the supply of the Drug Product through the JSC. The Manufacturing and Supply Plan shall be based on the following principles: span><span style=”fontweight: 400;”>[…]span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>6.1.11 each Party (or its Sublicensee) shall use its own name and/or logo for Commercialisation in its Territory unless otherwise agreed.span>p>
<p><span style=”textdecoration: underline;”><b>13. Confidentiality and Restricted Useb>span>p>
<p><span style=”fontweight: 400;”><strong>13.1strong> Except as specifically set forth elsewhere in this Agreement, each Party shall use only for purposes of this Agreement, and, except as permitted in this Agreement, shall keep confidential and not communicate to any Third Party, all of the Confidential Information received or otherwise learned pursuant to this Agreement including without limitation Confidential Information exchanged prior to the Effective Date relating to the subject matter of this Agreementspan>p>
<p><span style=”fontweight: 400;”><strong>13.2strong> Each Party shall communicate the Confidential Information of the other Party only to its employees and Third Parties (including, but not limited to actual and potential funding partners, consultants, CSPs and Sublicensees) who need to know such Confidential Information in order to perform this Agreement and who have agreed to abide by confidentiality and restricted use obligations at least as stringent as those set forth herein (thespan><em><b>Permitted Recipientsb>em><span style=”fontweight: 400;”>”). Each Party shall be responsible to the other Party for any breach by its Permitted Recipients of such obligationsspan>p>
<p><span style=”fontweight: 400;”><strong>13.3strong> The confidentiality and restricted use obligations set forth herein shall not apply to Confidential Information with respect to which the receiving Party can reasonably prove:span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>13.3.1 was already lawfully in such Partys possession at the time of its disclosure hereunder, and not subject to any obligation of confidentiality or restricted usespan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>13.3.2 is in the public domain at the time of disclosure or becomes in the public domain after disclosure to the receiving Party through no action, fault or omission of the receiving Party;span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>13.3.3 is lawfully received by the receiving Party from a Third Party, provided that such Third Party is not subject to any obligation of confidentiality or restricted use with respect theretospan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>13.3.4 is independently developed by the receiving Party without using any of the Confidential Information received hereunder;span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>13.3.5 that the receiving Party is required to disclose pursuant to applicable law, regulation or decision or order of any competent court, tribunal, governmental authorities or Drug Regulatory Authority, provided that the receiving Party has promptly disclosed such obligation to the disclosing Party and cooperates with the disclosing Party in efforts to (i) limit the extent of such disclosure to what is required to comply with the applicable law, regulatory, or decision, and (ii) obtain confidential treatment of the Confidential Information required to be disclosedspan>p>
<p><span style=”fontweight: 400;”><strong>13.4strong> The obligations of confidentiality and restricted use in this Clause 13 shall remain in force for the Term of this Agreement and for seven (7) years following disclosure of the relevant Confidential Information.span>p>
<p><span style=”textdecoration: underline;”><b>15. Publicityb>span>p>
<p><span style=”fontweight: 400;”><strong>15.1strong> Except as required by applicable law 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 unreasonablyspan>p>
<p><span style=”fontweight: 400;”><strong>15.2strong> Notwithstanding Clause 15.1, either Party may disclose the information set forth on Schedule 7 (thespan><em><b>Disclosable Informationb>em><span style=”fontweight: 400;”>”) without the prior written consent of the other Party, 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. For the avoidance of doubt, any press release shall require the prior written consent of the nondisclosing Party, even if such press release is limited to the Disclosable Information.span>p>
<p><span style=”textdecoration: underline;”><strong>Schedule 7: Disclosable Informationstrong>span>p>
<p>The Agreement covers and relates to:p>
<li>Treatment of gonorrhoea caused by Neisseria gonorrhoeae, Chlamydia trachomatis and/or Mycoplasma genitaliumli>
<li>With drug products containing zoliflodacinli>
<li>Commercialization by Entasis in certain highincome countries; and commercialization by DNDi in all other countries worldwideli>
<li>Joint drug development including formulation and clinical and nonclinical studies and subsequent registrationli>
<li>Each partys commitment to ensure access to the>