Provision Language
5. CONFIDENTIALITY
5.1. Definition. “Confidential Information” means any confidential or proprietary information of a financial, commercial or technical nature that Pfizer or any of its Affiliates has supplied or otherwise made available to MPP, which are: (a) disclosed in writing or (b) if disclosed orally, summarized in writing and provided to MPP after disclosure. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that all Know-How shall be considered Pfizer’s Confidential Information and MPP hereby agrees to include this requirement in all Sublicenses.
5.2. Obligations. MPP will protect all Confidential Information against unauthorized disclosure to third parties with the same degree of care as the MPP uses for similar information, but in no event less than a reasonable degree of care. MPP may disclose the Confidential Information to its respective directors, officers, employees, subcontractors, Sublicensees, consultants, attorneys and accountants (collectively, “Recipients”) who have a need to know such information for purposes related to this Agreement, provided that MPP shall hold such Recipients to obligations of confidentiality with terms and conditions at least as restrictive as those set forth in this Agreement, provided however that MPP may only disclose Know-How to a Recipient with whom it has entered into a Sublicense, or has entered into a confidentiality agreement for the purposes of evaluating whether to enter into a Sublicense, provided such confidentiality agreement is consistent with the terms of this Agreement.
5.3. Exceptions. The obligations under this Article 5 shall not apply to any information to the extent MPP can demonstrate by competent evidence that such information:
(a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by MPP or any Recipients to whom it disclosed such information;
(b) was known to, or was otherwise in the possession of, MPP prior to the time of disclosure by Pfizer;
(c) is disclosed to MPP on a nonconfidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to Pfizer; or
(d) is independently developed by or on behalf of MPP, as evidenced by its written records, without use or access to the Confidential Information.
5.4. The restrictions set forth in this Article 5 shall not apply to any Confidential Information that MPP or its Sublicensees are required to disclose under Applicable Laws or a court order or other governmental order, provided that MPP: (a) provides Pfizer with prompt notice of such disclosure requirement if legally permitted, (b) affords Pfizer an opportunity to oppose, limit or secure confidential treatment for such required disclosure and (c) if Pfizer is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of the Confidential Information that MPP is legally required to disclose as advised by MPP’s legal counsel. Sublicensees may disclose Pfizer’s Know-How or Confidential Information to Governmental Authorities (x) to the extent desirable to obtain or maintain regulatory applications or Regulatory Approvals for any Compound or Product, and (y) in order to respond to inquiries, requests or investigations relating to Compounds, Products or this Agreement, or is otherwise required by Applicable Laws.
5.5. Right to Injunctive Relief. MPP agrees that breaches of this Article 5 may cause irreparable harm to Pfizer and shall entitle Pfizer, in addition to any other remedies available to it (subject to the terms of this Agreement), the right to seek injunctive relief enjoining such action.
5.6. Ongoing Obligation for Confidentiality. In the event that this Agreement is terminated by Pfizer under sections 8.2 or 8.4, MPP shall, and shall cause its Recipients to, destroy or return (as requested by Pfizer) any Confidential Information of Pfizer, except for one copy which may be retained in its confidential files for archive purposes. The obligation under this Section 5.6 will not apply to any Sublicensees and their Recipients that are converted into direct licensees of Pfizer under section 8.3.
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5.8. Publicity. A Party may not issue any initial press release or public announcement concerning this Agreement, its terms, without prior written consent of the other Party. It is understood and accepted by Pfizer that MPP will publish the full contents of this Agreement on the date that both Parties have executed the Agreement. Following an initial announcement, neither Party shall be required to seek the other Party’s consent to reactive statements, provided such statements are accurate and not misleading nor materially different in scope or content from the initial announcement. Following such initial announcement for which Pfizer’s approval has been obtained under this section, Pfizer’s prior written approval shall not be required to make factual public announcements concerning the grant of sublicenses by the MPP.