A COUNTRY OTHER THAN THE
UNITED STATES OR OF ANY STOCK EXCHANGE OR LISTING ENTITY; PROVIDED THAT THE
OTHER PARTY HAS RECEIVED PRIOR NOTICE OF SUCH INTENDED PRESS RELEASE OR PUBLIC
ANNOUNCEMENT IF PRACTICABLE UNDER THE CIRCUMSTANCES AND, WITH RESPECT TO PRESS
RELEASES AND PUBLIC ANNOUNCEMENTS MADE PURSUANT TO THE FOREGOING CLAUSE (B), THE
PARTY SUBJECT TO THE REQUIREMENT INCLUDES IN SUCH PRESS RELEASE OR PUBLIC
ANNOUNCEMENT ONLY SUCH INFORMATION RELATING TO THE PRODUCT OR THIS AGREEMENT AS
IS REQUIRED BY SUCH APPLICABLE REGULATION OR LAW.
SECTION 9.4
PUBLICATIONS.
SUBJECT TO THE
RESTRICTIONS PROVIDED BELOW, EITHER PARTY MAY PUBLISH OR PRESENT THE RESULTS OF
DEVELOPMENT CARRIED OUT ON THE PRODUCT IN ACCORDANCE WITH THIS AGREEMENT,
SUBJECT TO THE PRIOR REVIEW BY THE OTHER PARTY FOR PATENTABILITY AND PROTECTION
OF SUCH OTHER PARTY'S CONFIDENTIAL INFORMATION.
EACH PARTY SHALL PROVIDE TO THE
OTHER PARTY THE OPPORTUNITY TO REVIEW AND APPROVE ANY PROPOSED ABSTRACTS,
MANUSCRIPTS OR SUMMARIES OF PRESENTATIONS THAT COVER THE RESULTS OF DEVELOPMENT
OF THE PRODUCT.
EACH PARTY SHALL DESIGNATE A PERSON OR PERSONS WHO SHALL BE
RESPONSIBLE FOR APPROVING SUCH PUBLICATIONS.
SUCH DESIGNATED PERSON SHALL
RESPOND IN WRITING PROMPTLY AND IN NO EVENT LATER THAN [*****] AFTER RECEIPT OF
THE PROPOSED MATERIAL WITH EITHER APPROVAL OF THE PROPOSED MATERIAL OR A
SPECIFIC STATEMENT OF CONCERN, BASED UPON EITHER THE NEED TO SEEK PATENT
PROTECTION OR CONCERN REGARDING COMPETITIVE DISADVANTAGE ARISING FROM THE
PROPOSAL.
IN THE EVENT OF CONCERN, THE SUBMITTING PARTY AGREES NOT TO SUBMIT
SUCH PUBLICATION OR TO MAKE SUCH PRESENTATION THAT CONTAINS SUCH INFORMATION
UNTIL THE OTHER PARTY IS GIVEN A REASONABLE PERIOD OF TIME (NOT TO EXCEED
[*****]) TO SEEK PATENT PROTECTION FOR ANY MATERIAL IN SUCH PUBLICATION OR
PRESENTATION THAT IT BELIEVES IS PATENTABLE OR TO RESOLVE ANY OTHER ISSUES, AND
THE SUBMITTING PARTY SHALL REMOVE FROM SUCH PROPOSED PUBLICATION ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY AS REQUESTED BY SUCH OTHER PARTY.
WITH RESPECT TO ANY PROPOSED ABSTRACTS, MANUSCRIPTS OR SUMMARIES OF
PRESENTATIONS BY INVESTIGATORS OR OTHER THIRD PARTIES, SUCH MATERIALS SHALL BE
SUBJECT TO REVIEW UNDER THIS SECTION 9.4 TO THE EXTENT THAT DYAX OR FOVEA, AS
THE CASE MAY BE, HAS THE RIGHT TO DO SO.
ARTICLE X
REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS; INDEMNIFICATION
SECTION 10.1
EXCLUSIVITY COVENANT. DURING THE
TERM, FOVEA AND ITS RELATED PARTIES SHALL REFRAIN FROM ENGAGING IN CLINICAL
DEVELOPMENT OR COMMERCIALIZATION OF A COMPETING PRODUCT IN THE FIELD
* Confidential Treatment Requested.
Omitted portions filed with the Commission.
42
OR OUTSIDE THE FIELD ANYWHERE IN THE WORLD, SUBJECT TO THE PROVISIONS SET FORTH
BELOW IN THIS SECTION 10.1.
DURING THE TERM, DYAX AND ITS RELATED PARTIES AND
THE OTHER RELATED DYAX LICENSEES SHALL REFRAIN FROM ENGAGING IN CLINICAL
DEVELOPMENT OR COMMERCIALIZATION OF A COMPETING PRODUCT FOR USE IN THE FIELD IN
THE FOVEA TERRITORY.
NOTWITHSTANDING ANYTHING EXPRESS OR IMPLIED IN THE
FOREGOING PROVISIONS OF THIS SECTION 10.1 TO THE CONTRARY, THIS SECTION 10.1
SHALL NOT RESTRICT OR LIMIT FOVEA FROM DEVELOPING OR COMMERCIALIZING, AND FOVEA
SHALL HAVE