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 Act of
1934.
38
ANY RESEARCH OR OTHER ACTIVITIES UNDER THIS AGREEMENT RELATED TO LICENSED
PRODUCTS (INCLUDING UNDER THE RESEARCH PROGRAM) WITHOUT THE PRIOR WRITTEN
CONSENT OF BIOGEN IDEC.
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 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 THE TERMS OR CONDITIONS OF THIS
AGREEMENT OR ITS ACTIVITIES UNDER THIS AGREEMENT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT (I) EITHER PARTY MAY MAKE
SUCH A DISCLOSURE 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, (II) EITHER
PARTY MAY MAKE SUCH A DISCLOSURE TO ANY INVESTORS, PROSPECTIVE INVESTORS,
LENDERS AND OTHER POTENTIAL FINANCING SOURCES WHO ARE OBLIGATED TO KEEP SUCH
INFORMATION CONFIDENTIAL, AND (III) BIOGEN IDEC MAY MAKE DISCLOSURES ABOUT ITS
DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS UNDER THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF IMMUNOGEN; PROVIDED, THAT, IF ANY SUCH
DISCLOSURE INCLUDES A DESCRIPTION OF ANY TECHNOLOGY AND/OR PATENT RIGHTS
CONTROLLED BY IMMUNOGEN, BIOGEN IDEC SHALL CONFIRM THE ACCURACY OF SUCH
INFORMATION WITH IMMUNOGEN PRIOR TO RELEASING SUCH DISCLOSURE AND IF ANY SUCH
DISCLOSURE INCLUDES PATENTABLE SUBJECT MATTER NOT COVERED BY THE LICENSED PATENT
RIGHTS, BIOGEN IDEC SHALL OBTAIN THE PRIOR WRITTEN CONSENT OF IMMUNOGEN TO SUCH
DISCLOSURE.
IN THE EVENT OF ANY DISCLOSURE UNDER (I) OR (II), THE DISCLOSING
PARTY SHALL MAKE REASONABLE EFFORTS TO PROVIDE THE OTHER PARTY WITH NOTICE
BEFOREHAND AND TO COORDINATE WITH THE OTHER PARTY WITH RESPECT TO THE WORDING
AND TIMING OF ANY SUCH DISCLOSURE WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD.
THE PARTIES SHALL MUTUALLY AGREE ON THE TEXT OF ANY PRESS RELEASE
ANNOUNCING THE EXECUTION OF THIS AGREEMENT.
ONCE ANY WRITTEN TEXT IS APPROVED
(AS APPLICABLE) 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
CONFIDENTIAL
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 Act of
1934.
39
AGREEMENT EFFECTIVE [***], [***].
ANY CONFIDENTIAL INFORMATION OF A PARTY UNDER
ANY SUCH AGREEMENT SHALL BE TREATED AS CONFIDENTIAL INFORMATION OF SUCH PARTY