Print Page     Close Window     
20-F
MESOBLAST LTD filed this Form 20-F on 08/31/2018
Entire Document
 

 

extent required by Applicable Law, including securities laws.  Notwithstanding the foregoing, the Parties have agreed upon a joint press release to announce the execution of this Agreement, which is attached hereto as Exhibit 10.5.1; thereafter, MSB and Collaborator may each disclose to Third Parties the information contained in such press release without the need for further approval by the other.

10.5.2Publicity Review.  The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding Product for the Field in the Territory and other activities in connection with this Agreement, beyond what may be strictly required by Applicable Law and the rules of recognized stock exchanges, and each Party may make such disclosures from time to time consistent with such Party’s own disclosure practices.  Such disclosures may include achievement of significant events in the Development (including regulatory process and occurrence of Marketing Approval for Product for the Field in the Territory) or Commercialization of Product for the Field in the Territory hereunder; provided, that, in the event that such disclosure is not strictly required by Applicable Law or the rules of recognized stock exchanges with respect to a Party, the other Party shall have the right to prohibit such disclosure if the other Party reasonably determines that such disclosure would be detrimental to such other Party by notifying the Party proposing such disclosure, which notice shall include the basis for the expected detriment.  Unless otherwise requested by MSB, Collaborator shall indicate that MSB is the owner and innovator of Product and the Product Technology in each public disclosure issued by Collaborator regarding Product.  When a Party elects to make any such public disclosure under this Section 10.5.2, it will give the other Party at least 48 hours advanced written notice to review and comment on such statement.  The principles to be observed in such disclosures shall be accuracy, compliance with Applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of applicable Regulatory Authorities and the need to keep investors and others informed regarding the requesting Party’s business, including as required by the rules of recognized stock exchanges.

10.6Common Interest.  The Parties acknowledge that as a result of their activities under this Agreement they may desire to share information or materials for which attorney-client privilege or similar privileges or doctrines may apply, including pursuant to Article 9, and in such case at the request of either Party, the Parties shall agree on and enter into a “common interest agreement” on standard and customary terms and conditions wherein the Parties will document such common interest and the appropriate protections for such information and materials.

10.7Nonsolicitation.  Each Party (for purposes of this Section 10.7, a “Soliciting Party”) agrees that, during the Term, such Soliciting Party will not solicit for employment or consultancy, employ or engage as a consultant or solicit the termination of employment or consultancy with the other Party (a “Solicitation Action”), any individual that at the time of such Solicitation Action (a) is an officer or employee of the other Party or a consultant that is devoting a majority of such individual’s time to the business of the other Party and (b) is or was actively involved in the other Party’s performance of its obligations hereunder; provided, however, that the foregoing shall not prohibit (i) any advertisement or general solicitation (or hiring or engagement as an employee or consultant as a result thereof) for employment or consultancy not specifically directed at any such individual; (ii) the hiring or engagement as an employee or consultant of any such individual who

 

-42-

Confidential material omitted and filed separately with the Commission.



Copyright © 2015 Mesoblast Inc.