Provision Language
10. OBLIGATIONS OF THE COMPANY
[…]
10.4 Use of Wellcome and Company name. Other than when reproducing the agreed announcement in Clause 19.2 below, or where the company is legally required to disclose the source of funding for the Project, including pursuant to any rule or regulation of the Securities and Exchange Commission and/or the New York Stock Exchange (or any other exchange on which the Company’s shares may be listed), the Company shall not use the “Wellcome Trust” name or logo except with the prior written consent of Wellcome. Wellcome shall not use the name of the Company or logo except with the prior written consent of the Company.
19. ANNOUNCEMENTS
19.1 Except as set out in this Agreement or as required by law or any competent regulatory authority, including pursuant to any rule or regulation of the Securities and Exchange Commission and/or the New York Stock Exchange (or any other exchange on which the Company’s shares may be listed), no announcement concerning this Agreement or its subject matter shall be made by either Party Without the prior written approval of the other Party.
19.2 Wellcome is permitted to publish a summary description of the Project including: the name of the Principal Investigator, the name of the Company, the title of the Project, the maximum amount of the Facility and the following description of the Project: “Bipolar disorder is a severe, life-long psychiatric condition associated with a high burden of disability and risk of suicide. The only approved treatments for its depressive phase (BD-D) are antipsychotic medications, which carry many side effects. As BD-D is defined by clinical phenomenology rather than by biology, successful development of new treatment options will most likely come by targeting biologically defined patient subgroups characterized by relevant pathophysiology (i.e. a precision psychiatry approach). Extensive data show neuroplasticity-related abnormalities in the brains of BD-D patients that can be clinically identified as deficits in memory, commonly seen in BD-D. A drug that enhances hippocampal neuroplasticity therefore holds promise specifically for memory-impaired BD-D patients. ALTO-100 is an orally active small molecule with a novel pro-neurogenesis/neuroplasticity mechanism of action. We have shown that MDD or PTSD patients with poor memory respond better to ALTO-100 than those with intact cognition. Here, we propose taking a precision psychiatry approach through a poor memory-stratified Phase 2b trial of ALTO-100 in BD-D, following closely the already FDA-reviewed design of an ongoing MDD Phase 2b. A successful outcome could accelerate this drug into Phase 3, potentially providing a groundbreaking new option for a highly underserved clinical population.”
20. CONFIDENTIALITY
20.1 All Confidential Information provided by one Party (or its Representatives or Group) (collectively, the “Disclosing Party”) to the other Party (or its Representatives or Group) (collectively, the “Receiving Party”) shall be subject to and treated in accordance with the terms of this Clause 20.
20.2 “Confidential Information” means any information disclosed or made available to the Receiving Party by or on behalf of the Disclosing Party in connection with this Agreement, including all information:
(a) relating to the Product; the Project; the Project IPR; or the customers, business, assets or affairs of the Company (which is the Confidential Information of the Company);
(b) relating to the customers, business, assets or affairs of Wellcome (which is the Confidential Information of Wellcome); or
(c) which relates to the contents of this Agreement or any agreement or arrangement entered into pursuant to this Agreement (which is the Confidential Information of both Parties).
20.3 Save as set out below, neither Party may, for the duration of this Agreement and for ten (10) years thereafter, use for its own business purposes or disclose to any third party any Confidential Information of the Disclosing Party without the prior consent of the Disclosing Party, except that either Party may disclose Confidential Information to its Group and Representatives provided that such Group members and Representatives are bound by obligations of confidentiality no less onerous than those set out herein.
20.4 In recognition of Wellcome’s role of a major funder of medical research, nothing in this Clause 19 shall prevent Wellcome from using the Confidential Information, or comparing the Confidential Information to information already in its possession, in each case solely to inform its internal assessment of other applications made to it for funding in furtherance of its charitable mission.
20.5 Confidential Information does not include:
(a) information which is or becomes publicly available (otherwise than as a result of a breach of this Agreement or any other agreement between the Parties);
(b) information which is independently developed by the relevant Party or acquired from third party, to the extent that it is acquired with the right to disclose it;
(c) information which was lawfully in the possession of the Receiving Party prior to or on the Effective Date, free of any restriction on disclosure as can be shown by that Party’s written records or other reasonable evidence;
20.6 Notwithstanding the provisions of Clause 20.3, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) the disclosure of information to the extent required to be disclosed by law, including any requirements for disclosure under the Freedom of Information Act 2000 or any court of competent jurisdiction, any governmental official, any tax or regulatory authority (including any Recognised Investment Exchange and the Panel on Takeovers and Mergers) or any binding judgment, order or requirement of any other competent authority;
(b) the disclosure to a Party’s professional advisers or to Wellcome’s Site Visit Group of information reasonably required to be disclosed for purposes relating to thisAgreement provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Clause 20 or, in the case of professional advisors, such professional advisors are bound by professional codes of conduct giving rise to expectations of confidentiality and non-use;
(c) any announcement made, or information provided in relation to the Company with the approval of Wellcome in accordance with Clause 18; and
(d) the disclosure of information by Wellcome for the purposes of:
(i) publishing summary details of awards made by Wellcome funding and in accordance with Clause 19.2;
(ii) for the purpose of registering a clinical trial in accordance with the Wellcome Policies set out in Schedule 8; and
(iii) Publishing summary details of the public healthcare benefit of Wellcome funding including the volume of Product made available in the Field;
(e) enforcing such Party’s rights (including prosecuting or defending arbitration proceedings hereunder) or performing its obligations under this Agreement
(f) disclosure to a tax authority in connection with the tax affairs or a reporting obligation of the Disclosing Party;
(g) In the case of the Company as the Receiving Party with Wellcome’s prior written approval:
(i) filing for, prosecuting or enforcing patents claiming or covering the Project IPR as permitted by this Agreement;
(ii) in regulatory filings or otherwise in seeking, obtaining and maintaining regulatory approvals (including complying with the requirements of regulatory authorities with respect to filing for, obtaining and maintaining such regulatory approvals);
(iii) disclosure to actual or potential sublicensees or other third parties as may be necessary or useful for the exercise of its rights under this Agreement, provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Clause 20;
(iv) disclosure to third parties in connection with due diligence or similar investigations, and disclosure to potential third party investors in confidential financing documents, provided, in each case, that any such third party agrees to be bound by customary written agreements of confidentiality and non-use;
(v) disclosure to actual or potential investors or acquirers on a reasonable need to know basis, in connection with an actual or potential investment or acquisition, provided, that such persons shall be subject to customary written agreements of confidentiality and non-use; and
(vi) disclosure to actual or potential subcontractors as may be necessary or useful in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Clause 20.
20.7 Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of Clause 20 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision.