Provision Language
Definitions
“Confidential Information” means in relation to each party any information relating to such party’s Background, business methods, suppliers, finances, ideas, strategies, concepts, methodologies, inventions, processes, specifications, marketing plans, formulae and/or products.
(E) Confidentiality, publication of data and intellectual property rights
Confidentiality
20. Each party shall take all necessary action to ensure that any Confidential Information disclosed by the other party to such party in relation to the Programme (in the case of Indevus) and the Product and matching placebo (in the case of the MRC) (including but not limited to the Trial Data) is treated as confidential by such party’s employees, agents or subcontractors, subject to the rights granted under this Agreement. This obligation to maintain confidentiality shall extend for a period of 10 years after termination of this Agreement.
21. Clause 20 of this Agreement shall not apply to any Confidential Information of which either party is the recipient if that information:
(i) is or was at the time of the disclosure already known to the recipient, free from restrictions on disclosure or use; or
(ii) is or was at the time of the disclosure already published or generally available to the public; or
(iii) which after disclosure is published or becomes generally available to the public other than by or as a result of the recipient’s breach of its obligationsunder this Agreement; or
(iv) was received after disclosure from any third party who had a lawful right to disclose it to the recipient and who did not require the recipient to hold itin confidence; or
(v) may be required to be disclosed by applicable law or in submission to any regulatory authority; or
(vi) which the recipient can demonstrate to the satisfaction of the Programme Management Board was independently developed by its employees, agents or subcontractors without the aid, application or use of the Trial Data.
Specific Confidential Information will not be deemed to be within any of the exceptions above merely because it is embraced by more general information which is public knowledge or otherwise lawfully available to the recipient.
Notwithstanding Clause 20, and in addition to any other provision of this Agreement, including paragraphs 35 and 36, enabling a party to use the Confidential Information, either party may use and disclose such Confidential Information (a) in performing its obligations under this Agreement and as otherwise contemplated by this Agreement; and (b) to the extent such disclosure is reasonably necessary, including in filing or prosecuting patent applications, prosecuting or defending litigation hereunder, complying with applicable laws or regulations, conducting other preclinical or clinical studies, or submitting regulatory filings. In addition, Indevus may also make disclosure of this Agreement and the terms hereof in any filings required by the United States Securities and Exchange Commission (“SEC”), may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business.
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39. Indevus may issue press releases in connection with the Programme upon the following conditions:
(i) The full text is provided to the MRC’s authorised representative at least twenty-four (24) hours before the intended release; and
(ii) The permission of the MRC’s authorised representative is obtained prior to any release of information not previously released, such permission not be unreasonably withheld or delayed;
(F) OBLIGATIONS OF THE MRC UNDER THIS AGREEMENT
42. The MRC shall use its reasonable endeavours to ensure that the Confidential Information, the Product and matching placebo shall not be used for any purpose outside the Programme and that the Product and matching placebo shall be handled, stored and used only in accordance with all applicable laws and regulations and in accordance with the requirements of any relevant regulatory authorities, the Investigators’ Brochure and any guidance and/or requirements notified by Indevus to MRC.