PROVIDING A COPY OF THE PROPOSED MANUSCRIPT OR ABSTRACT TO THE DISCLOSING PARTY
AT LEAST [********] DAYS PRIOR TO THE PROPOSED DATE OF SUBMISSION TO A
PUBLISHER, INCORPORATING APPROPRIATE CHANGES PROPOSED BY THE DISCLOSING PARTY
REGARDING ITS CONFIDENTIAL INFORMATION INTO THE MANUSCRIPT OR ABSTRACT
SUBMISSION AND DELETING ALL CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY AS
IT MAY REQUEST; PROVIDED, HOWEVER, THAT THE DISCLOSING PARTY'S REVIEW HEREUNDER
SHALL BE DEEMED COMPLETED AT THE END OF SUCH [********] DAY PERIOD.
6.3
USE OF NAMES; PRESS RELEASES.
(A)
USE OF NAMES.
A PARTY MAY NOT USE THE
NAME OF THE OTHER PARTY (OR ANY TRADEMARKS OR TRADE NAMES OF THE OTHER PARTY) IN
ANY PRESS RELEASE OR ANY OTHER PUBLICITY OR ADVERTISING WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY.
(B)
PRESS RELEASES.
NEITHER PARTY MAY ISSUE A
PRESS RELEASE OR OTHERWISE PUBLICIZE OR DISCLOSE ANY INFORMATION RELATED TO THIS
AGREEMENT OR THE TERMS OR CONDITIONS HEREOF, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
PROVIDED, HOWEVER, THAT EITHER PARTY MAY MAKE SUCH A DISCLOSURE (A) TO THE
EXTENT REQUIRED BY LAW OR BY THE REQUIREMENTS OF ANY NATIONALLY RECOGNIZED
SECURITIES EXCHANGE, QUOTATION SYSTEM OR OVER-THE-COUNTER MARKET ON WHICH SUCH
PARTY HAS ITS SECURITIES LISTED OR TRADED, OR (B) TO ANY INVESTORS, PROSPECTIVE
INVESTORS, LENDERS AND OTHER POTENTIAL FINANCING SOURCES WHO ARE OBLIGATED TO
KEEP SUCH INFORMATION CONFIDENTIAL.
IN THE EVENT THAT SUCH DISCLOSURE IS
REQUIRED AS AFORESAID, THE DISCLOSING PARTY SHALL MAKE REASONABLE EFFORTS TO
PROVIDE
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission Pursuant to the Company's application requesting
confidential investment under Rule 24b-2 under the Securities Exchange Ace of
1934.
38
THE OTHER PARTY WITH NOTICE BEFOREHAND AND TO COORDINATE WITH THE OTHER PARTY
WITH RESPECT TO THE WORDING AND TIMING OF ANY SUCH DISCLOSURE.
THE PARTIES
SHALL MUTUALLY AGREE ON THE TEXT OF ANY PRESS RELEASE ANNOUNCING THE EXECUTION
OF THIS AGREEMENT.
ONCE ANY WRITTEN TEXT IS APPROVED FOR DISCLOSURE BY BOTH
PARTIES AS PROVIDED HEREIN, EITHER PARTY MAY MAKE SUBSEQUENT OR REPEATED PUBLIC
DISCLOSURES OF THE CONTENTS THEREOF WITHOUT THE FURTHER APPROVAL OF THE OTHER
PARTY.
6.4
INTEGRATION; SURVIVAL.
AS TO THE SUBJECT
MATTER OF THIS AGREEMENT, THIS SECTION 6 SUPERSEDES ANY CONFIDENTIAL DISCLOSURE
AGREEMENTS BETWEEN THE PARTIES, INCLUDING, WITHOUT LIMITATION, THE
CONFIDENTIALITY PROVISIONS OF THE MTA, AND OF THAT CERTAIN CONFIDENTIALITY
AGREEMENT EFFECTIVE [********].
ANY CONFIDENTIAL INFORMATION OF A PARTY UNDER
ANY SUCH AGREEMENT SHALL BE TREATED AS CONFIDENTIAL INFORMATION OF SUCH PARTY
HEREUNDER, SUBJECT TO THE TERMS OF THIS SECTION 6.
SECTION 6 SHALL SURVIVE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
7.
PROVISIONS CONCERNING THE FILING,
PROSECUTION AND
MAINTENANCE OF PATENT RIGHTS
7.1
OWNERSHIP OF INTELLECTUAL PROPERTY.
(A)
SOLELY-OWNED TECHNOLOGY.
IMMUNOGEN SHALL
OWN (I) THE LICENSED PATENT RIGHTS, THE LICENSED TECHNOLOGY AND THE IMMUNOGEN
MATERIALS, (II) ALL IMMUNOGEN PROGRAM TECHNOLOGY (WHETHER OR NOT PATENTABLE),
AND (III) ALL IMPROVEMENTS MADE DURING THE COURSE OF AND PURSUANT