Provision Language
Definitions
“Confidential Information” means all trade secrets, processes, formulae, data, know–how, improvements, inventions, chemical or biological materials, techniques, marketing plans, strategies, customer lists, or other information that has been created, discovered, or developed by any Party or any of its Affiliates, or has otherwise become known to a Party or any of its Affiliates, as well as any other information and materials that are deemed confidential or proprietary to or by a Party or any of its Affiliates (including all information and materials of a Party’s (or its Affiliates’) customers and any other Third Party and their consultants), regardless of whether any of the foregoing are marked “confidential” or “proprietary” or communicated to the other by the disclosing Party in oral, written, graphic or electronic form. Confidential Information of UW will include the Licensed Know-How.
“Licensed Know–how” means any and all technical information or know–how (including, without limitation, all manufacturing data, the percentages and specifications of ingredients, the manufacturing process, specifications, assays, quality control and testing procedures) that is reasonably necessary for the making of the Final Products and: (i) was developed by UW by or under the direction of the Principal Investigator on or before the Effective Date; or (ii) is generated by UW by or under the direction of the Principal Investigator or acquired by UW after the Effective Date.
5. Publicity and Publication
The Parties agree that neither Party will issue a press release or public announcement concerning the transactions contemplated hereby without the advance written consent of the other Party (such consent not to be unreasonably withheld or delayed). If either Party intends to issue a press release, it shall submit a draft of such proposed press release to the other Party at least five (5) business days prior to the date such Party intends to issue the release. After any initial press release or public announcement is made, however, each Party may disclose to third parties or make public statements, by press release or otherwise, regarding the existence of this Agreement, the identity of the Parties, the terms, conditions and subject matter of this Agreement, or otherwise in reference to this Agreement, provided such disclosures or statements are accurate and complete with respect to the subject matter thereof and the information disclosed therein.
10. Confidentiality
10.1 Each Party agrees that, for so long as this Agreement is in effect and for five (5) years after its termination or expiration, a Party receiving Confidential Information of the other Party will:
(i) Maintain in confidence such Confidential Information using not less than the efforts such Party uses to maintain in confidence its own confidential information;
(ii) Not disclose such Confidential Information to any third party without the prior written consent of the other Party, except for disclosure expressly permitted under this Agreement; and
(iii) Not use such Confidential Information for any purpose except those permitted by this Agreement.
10.2 The obligations under Clause 10.1 will not apply with respect to any portion of the Confidential Information that the receiving Party can show by written evidence:
(i) Is publicly disclosed by the disclosing Party, either before or after it is disclosed to the receiving Party; or
(ii) Was known to the receiving Party without any obligations to keep it confidential or any restriction on its use, prior to disclosure by the disclosing Party; or
(iii) Is subsequently disclosed to the receiving Party by a third party lawfully in the possession thereof and without any obligation to keep it confidential or any restriction on its use; or
(iv) Is published by a third party or otherwise becomes publicly available, on a lawful basis, either before or after it is disclosed to the receiving Party; or
(v) Has been independently developed by employees or contractors of the receiving Party
10.3 The receiving Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:
(i) Regulatory filings;
(ii) Prosecuting or defending litigation;
(iii) Complying with applicable governmental laws and regulations;
(iv) Disclosure in connection with the performance of this Agreement and solely on a “need–to–know basis”, to Affiliates, Unitaid, actual or potential donors, potential collaborators, research collaborators, employees, consultants or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non–use at least equivalent in scope to those set forth in this Clause 10; provided however that the receiving Party will remain responsible for any failure by any such person who receives Confidential Information pursuant to this Clause 10 to treat such Confidential Information as required under this Clause 10.
10.5 Access to UW Information. UW is an agency of the state of Washington and is subject to the Washington Public Records Act, RCW 42.56 et seq., (“Act”), and no obligation assumed by UW under this Agreement will be deemed to be inconsistent with UW’s obligations as defined under the Act and as interpreted by UW in its sole discretion. If UW receives a request for public records under the Act for documents containing Confidential Information, and if UW concludes that the documents are not otherwise exempt from public disclosure, UW will provide MPP notice of the request before releasing such documents. Such notice will be provided in a timely manner to afford sufficient time to review such documents and/or seek a protective order, at MPP’s expense utilizing the procedures described in RCW 42.56.540. UW will have no other obligation to protect Confidential Information from disclosure in response to a request for public records.
Schedule 3: Development Agreement Term Sheet
10. Confidentiality: Confidentiality obligations similar to those established in Clause 10 of the Agreement will be included in the Development Agreement. The Confidential Information exchanged under the Development Agreement may be shared with UW and Unitaid.
13. Trademarks and names: Development Partner will not use UW’s or MPP’s name or logo nor the name of any of the inventors or other principal researchers in any kind of promotional material other than for the purposes of complying with the Development Agreement, without the prior written agreement of both MPP and UW.
Schedule 4: Commercialisation Agreement Term Sheet
10. Confidentiality: Confidentiality obligations similar to those established in Clause 12 of the Agreement will be included in the Development Agreement. The Confidential Information exchanged under the Development Agreement may be shared with UW and Unitaid.
14. Trademarks and names: Commercialisation Partner will not use UW’s or MPP’s name or logo nor the name of any of the inventors or other principal researchers in any kind of packaging and promotional material other than for the purposes of complying with the Commercialisation Agreement, without the prior written permission of both MPP’s and UW’s authorised representative. Licensed Product manufactured under the Commercialisation Agreement will be marked (to the extent not prohibited by law): (i) with a notice that such Licensed Product is sold under a license from UW and MPP; and (ii) with all markings and notices as may be required by applicable law, including in relation to patent and other intellectual property.