Master Alliance Provisions Guide (MAPGuide)

MSD – MPP, Molnupiravir License Agreement

  • Information & materials sharing | Confidentiality

MSD-MPP Agreement

7. Confidentiality And Publications

7.1 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 and 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 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. For the avoidance of doubt, wherever MSD has a contractual obligation towards a Third Party to disclose information regarding the Product or Substance, MSD may disclose Confidential Information to that Third Party under obligations of confidentiality no less stringent than contained herein.

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 confidentiality obligations under this Agreement shall survive this Agreement for a period of 10 years.

7.2 Press Release. Each Party shall seek the other’s previous written approval of any initial press release or public announcement concerning the grant, scope or terms of this license prior to such press release or other publication being made. Following an initial announcement, neither Party shall be required to seek the other Party’s consent to additional related statements, provided such statements are accurate, factual, not misleading, and consistent with the confidentiality obligations required of either Party.

Form of Sublicense Agreement

11. Exchange Of Information, Confidentiality And Publications

11.3 Each Party hereto agrees to keep secret and confidential any and all business information, Know-How, quarterly reports, technology, or any other confidential information disclosed by one Party (“Confidential Information”) to the other Party pursuant to this Agreement (including any discussions or correspondence relating to the preparation of this Agreement), and not to disclose such information to any Third Party other than to (i) MSD in order to comply with the MSD-MPP Agreement; and (ii) any Agency as may be required by applicable law or regulations. For the avoidance of doubt, MSD shall have the right to such Confidential Information and wherever MSD has a contractual obligation towards a Third Party to disclose information regarding the Product or Substance, MSD may disclose Confidential Information to that Third Party under obligations of confidentiality no less stringent than contained herein. The obligations imposed by this Section 11.3 shall not apply to any information: (a) which, at the time of disclosure, is in the public domain; or (b) which, after disclosure, becomes part of the public domain by publication or otherwise, through no fault of the receiving Party; or (c) which, at the time of disclosure, is already in the receiving Party’s possession from a source owing no obligation of confidentiality to the disclosing Party, and such possession can be properly demonstrated by the receiving Party; or (a) which is rightfully made available to the receiving party from sources independent of the disclosing Party; or (b) which is developed independently without the use or reference to the information received from the receiving Party and without making reference to Substance and/or Product.

11.4 Licensee will keep MSD Know-How confidential subject to Section 11.3 above.

11.5 Within 30 days after any expiration or termination of this Agreement, either Party shall destroy (and certify to the other Party such destruction) or return all Confidential Information provided by the other Party except as otherwise set forth in this Agreement. One copy of the other Party’s Confidential Information may be retained solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement.

11.6 The obligations of confidentiality set forth in this Section 11 shall survive for a period of 10 years after the expiration, cancellation, or other termination of this Agreement.

11.7 Subject always to MPP’s obligations under the MSD-MPP Agreement, MPP and Licensee agree that no public release or announcement concerning the Agreement shall be issued without the prior written consent of MPP and to the extent applicable, MSD, except if such release or announcement may be required by law (including without limitation information to any Agency), in which case the Licensee shall allow MSD reasonable time to comment on such release or announcement in advance of such issuance.