Allogene Therapeutics NDA Agreement


Allogene Therapeutics, Inc. (“Allogene”)

Confidentiality Policy

This Allogene Therapeutics, Inc. Confidentiality Policy (“Policy”) applies to all visitors who are permitted onsite at any facility or premises owned, occupied, controlled, or operated by Allogene for the purpose of participating in discussions with Allogene while onsite at any Allogene facility (“Purpose”). As a visitor to any Allogene facility you are deemed a “Recipient” who may receive or observe information, data, or processes that are confidential and proprietary to Allogene and, as a condition to your entry to our facilities, you agree to the following terms and conditions contained in this Policy, which shall be effective immediately upon entry to any Allogene facility (“Effective Date”). The terms of this Policy shall continue unless or until superseded by an Agreement executed by Allogene and Recipient governing the treatment of Allogene confidential and proprietary information.

1. Definitions.

“Confidential Information” means any and all information and/or data disclosed to or observed by Recipient through Allogene or its Allogene’s representatives, including information disclosed prior to the Effective Date, and may include, without limitation, plans, know-how, data, designs, specifications, protocols, structures, documents, trade secrets, ideas, concepts, products, processes, prototypes, formulas, works-in-progress, systems, technologies, manufacturing or marketing techniques, business or financial information.

2. Duties.

2.1 Restrictions on Use and Disclosure. Recipient agrees to maintain Allogene’s Confidential Information in strict secrecy and confidence and shall not disclose any of Allogene’s Confidential Information to a third party, nor use it for any purpose other than the Purpose, without the express written consent of Allogene. Recipient agrees to use the same degree of care to prevent any unauthorized access, disclosure or publication of the Confidential Information of Allogene as Recipient uses to protect its own Confidential Information of like nature but in no event less than a reasonable degree of care. Recipient hereby acknowledges that (i) Allogene is a publicly traded company, (ii) as a result of the disclosure of the Confidential Information by Allogene hereunder, Recipient may possess material, non-public information of Allogene, and (iii) any trading by it in the securities of Allogene while in possession of such material, non-public information may entail the violation by it of applicable securities and other legislation and is prohibited

2.2 Restrictions Regarding Physical Prototypes. Recipient shall not reverse engineer, copy, disassemble or otherwise attempt to reconstruct any physical embodiments, samples or prototypes observed or provided by Allogene to Recipient hereunder without the advance written consent of Allogene.

2.3 Identification and Management. Confidential Information may be disclosed orally, visually, or in a tangible or electronic written form. Confidential Information may be disclosed directly or indirectly, by Allogene or Allogene’s representatives to Recipient. Allogene may identify Confidential Information prior to disclosure, however, notwithstanding the foregoing, any information which by its nature is confidential and would be judged so under a reasonable standard, or is disclosed, observed, or provided, under circumstances reasonably indicating it is confidential or proprietary, shall be considered Confidential Information regardless of whether Allogene has identified the Confidential Information as “Confidential” or “Proprietary” or has otherwise provided a notice confirming the confidentiality of the information.

2.4 Attorney-Client Privilege. Nothing in this Policy obligates Allogene to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. However, to the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing, whether inadvertent or intentional, of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Policy, and under the joint defense doctrine.

3. Exceptions and Other Matters.

3.1 Exceptions. Notwithstanding anything to the contrary in this Policy, Confidential Information does not include any information that:

(a) is lawfully and properly known by Recipient at the time of its receipt and not through a prior disclosure by Allogene, such prior knowledge being documented by contemporaneous written evidence;

(b) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Policy by Recipient;

(c) is disclosed to Recipient by a third party who is not under an obligation to maintain the confidentiality of the information; or

(d) is developed by Recipient independently of any Confidential Information of Allogene, such independent development being documented by contemporaneous written evidence.

3.2 Partial Disclosures; Combinations. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of Recipient merely because the Confidential Information is embraced by more general information in the public domain or in the possession of Receipient. Further, any combination of individual elements of Confidential Information shall be considered Confidential Information and shall not be considered in the public domain or in the possession of Recipient merely because one or more individual elements of such combination are in the public domain or in the possession of Receipient; rather such combination shall only be considered in the public domain or in the possession of Recipient if the combination of each of the individual elements of the combination is in the public domain or in the possession of Recipient.

3.3 Disclosure Required by Court Order or Government. In the event that Recipient is required by court order or governmental authority to disclose Confidential Information, Recipient shall promptly inform Allogene in writing so that Allogene may seek a protective order or other appropriate remedy. Recipient shall reasonably cooperate with Allogene in connection with Allogene’s efforts to obtain any such order or other remedy. In the event that no such protective order or other remedy is obtained, then Recipient may furnish only that portion of the Confidential Information which Recipient is advised by counsel is legally required to disclose and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.

3.4 No Representation or Warranty by Allogene. Allogene makes no express or implied representation or warranty as to the accuracy, completeness or utility of its Confidential Information. RECIPIENT ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION OF ALLOGENE IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.

3.5 No License Implied. This Policy shall not be construed to grant to Recipient any license or other rights with respect to the Confidential Information or to any invention, patent, copyright, trademark, or other intellectual property right that has issued or may issue based on such Confidential Information.

3.6 Ownership; Return/Destruction. All Confidential Information and all materials containing Confidential Information delivered to Recipient by Allogene are and remain the sole and exclusive property of Allogene. Upon written request of Allogene at any time, Recipient shall, at its own cost and expense, promptly destroy or return to Allogene all such materials (in the medium provided by Allogene) and destroy all copies of the foregoing or any portion thereof.

4. Miscellaneous.

4.1. No Future Obligations. Nothing in this Policy shall be deemed to create any obligation on Allogene to enter into a further agreement.

4.2. Applicable Law. This Policy shall be governed by and construed in accordance with the laws of the State of California without reference to its rules of conflicts of laws.