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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

 

16.4                        Terms of Agreement. Neither Party shall, without the prior written consent of the other Party, disclose in any manner to any Third Party the terms and conditions of this Agreement.

 

16.5                        Exclusions. The obligations of confidentiality and nonuse set forth in Section 16.1 and Section 16.2 and Section 16.4 shall not apply to any information that: (i) is released with the prior written consent of the disclosing Party; (ii) is required to comply with national, federal or state laws, rules or regulations (including the rules and regulations of any national stock exchange on which such Party’s securities are traded), provided that the receiving Party promptly notifies the disclosing Party of such required disclosure, takes all reasonable and lawful actions to obtain confidential treatment of such disclosure and furnishes only that portion of the Confidential Information which is legally required to be disclosed; or (iii) is disclosed to a Party’s employees, consultants, agents, Subcontractors, sublicenses, potential acquirers, investors or potential investors, on a need-to-know basis, under reasonable conditions of confidentiality. In determining whether or not the disclosing Party’s Confidential Information has entered the public domain, the obligations of confidentiality shall no longer apply to only that portion of said Confidential Information that has become public, and portions remaining confidential shall retain their status as Confidential Information. Each Party shall notify the other promptly on discovery of any unauthorized use or disclosure of the other Party’s trade secrets or proprietary information.

 

16.6                        No Licenses. Except as expressly provided in Article 12 hereof, no right or license, either express or implied, is granted under any intellectual property right or by virtue of the disclosure of Confidential Information under this Agreement, or otherwise.

 

16.7                        Maintenance of Confidentiality. Each Party shall use reasonable and customary precautions to safeguard the other Party’s Confidential Information, including ensuring that all employees, consultants, agents, Subcontractors or sublicensees who are provided access to such Confidential Information are informed of the confidential and proprietary nature of such Confidential Information and have contractual confidentiality and nonuse obligations that are at least as restrictive as those contained in this Agreement.

 

16.8                        Termination of Certain Prior Agreements. This Agreement supersedes in its entirety the Confidentiality Agreement. All Confidential Information (as defined in such Confidentiality Agreement) exchanged between the Parties under such agreement shall be deemed Confidential Information under this Agreement (either PROTEON Confidential Information or LONZA Confidential Information, as the context requires) and shall be subject to the terms of this Agreement from and after the Effective Date, but shall remain subject to the Confidentiality Agreement with respect to the period prior to the Effective Date.

 

16.9                        No Disclosure of Unrelated Information. Neither Party shall disclose Confidential Information to the other Patty that is not reasonably necessary for performance of a Party’s obligations under this Agreement, including but not limited to manufacturing processes for other products, marketing plans and clinical development plans. Notwithstanding the foregoing, nothing in this provision shall limit the confidentiality and non-use obligations and rights in this Article 16.

 


* CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

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