Oncolytics Biotech Inc T.ONC

RE:RE:Pfizer in court over Chinese stealing trade secrets

[itntdf]

notable, the "sorry you're screwed provision" was related to the ability to terminate upon sale without cause.

however, as i posted yesterday i AM concerned about the chinese stealing IP.  the AN/oncy agreement indicates oncy opened its kimona to AN:

17.	CONFIDENTIALITY

17.1

Confidential Information. Prior to the Effective Date and during the term of this Agreement, each Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) confidential materials and information, either orally or in writing, related to its products, technology, research plans, testing protocols, formulations, business methods and practices, information about the expertise of employees and consultants, other technical, business, financial, customer and product development plans, training materials and methods of training, identity and location of existing and prospective customers, supplier information, forecasts, strategies and similar information, financial information, inventions, processes, Know How, methods, products, patent applications, specifications, drawings, sketches, models, samples, designs, ideas, technical information, and all other confidential business information and trade secrets, including without limitation the Research Materials defined in Clause 5.1 of this Agreement (the “Confidential Information”). This Agreement shall supersede the confidentiality agreement entered into by the Parties on July 4, 2017, and any and all confidential information that was disclosed by a Party to the other Party thereunder shall be deemed to be Confidential Information of the Disclosing Party under this Agreement. All Clinical Data shall be treated as the Confidential Information of and disclosed by Oncolytics notwithstanding that it may have been generated and disclosed by Licensee. Any and all Confidential Information is and shall remain the property of the Disclosing Party.

17.2

Confidentiality Obligations. Each Party undertakes and agrees that except as otherwise expressly permitted pursuant to this Agreement it shall not, and shall ensure that its Affiliates do not, disclose or permit to be disclosed to any Third Party (other than Agents of the Receiving Party or its Affiliates), or use or permit the use for any purpose other than in performance of its obligations under this Agreement, any of the other Party’s Confidential Information. The obligations of confidentiality and non-use set forth in this Clause 17.2 are subject to the exceptions set forth in Clause 17.4 and shall otherwise remain in effect during the term of this Agreement and for a period of fifteen (15) years after the expiration or earlier termination of this Agreement.

17.3

Internal Disclosure of Confidential Information. The Receiving Party shall ensure that the Disclosing Party’s Confidential Information is only disclosed or made available to those of its and its Affiliates’ officers, directors, employees, agents and consultants (collectively “Agents”) who are directly concerned with the performance or exercise of one or more of such Party’s rights or obligations under this Agreement and who have a genuine operational need to know. The Receiving Party shall inform its Agents, prior to any such disclosure, of the confidential nature of the Disclosing Party’s Confidential Information, and shall be responsible for any breach of these confidentiality provisions by its Agents.

that notwithstanding, there is a termnation provision for breach:

15.3

Termination for Breach. Either Oncolytics on the one hand or Licensee on the other hand (the “Terminating Party”) shall have the right to terminate this Agreement in accordance with the following provisions of this Clause 15.3 in the event that Licensee or Oncolytics, respectively, commits a material breach of this Agreement, including material breach of a Development Plan, or any Related Agreement. The non-breaching Party shall provide written notice to the Party that committed the breach (the “Defaulting Party”), which notice shall clearly describe the nature of the breach. The Defaulting Party shall have ninety (90) days to cure the breach. If the Defaulting Party fails to cure the breach within such ninety (90) day period, then the Agreement shall terminate effective on the expiry of the relevant cure period. The foregoing notwithstanding, the cure period for breach by the Defaulting Party of an obligation to make a payment when properly due pursuant to Clause 11.1 shall be thirty (30) days; provided, however, [**].

can only hope for an honest relationship but pray for an early buyout so that is not something about which to worry.  

IMO, another reason to sell oncy when a buyout occurs as opposed to taking stock in the acquiring company.