Additional Confidentiality Obligations. Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person:
(a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;
(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or
(c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations. Except as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; (b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or (c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations. (a) Each Eligible Holder shall keep confidential (i) all deferrals by the Company under Section 2(a)(ii)(2) and Section 2(d)(iv) hereof when any such a deferral is in effect, (ii) the certificates referred to in Section 2(a)(ii)(2) and Section 2(d)(iv)(B) above and their respective contents, and (iii) all notices from the Company related to any potential or pending registration, unless and until otherwise notified by the Company, except (A) for disclosure to such Eligible Holder’s employees, officers, directors, agents, legal counsel, accountants, auditors and other professional representatives and advisers who reasonably need to know such information solely for purposes of assisting the Eligible Holder with respect to its investment in Common Stock and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person (except to the extent that such other Person learned of such confidential information as a result of disclosure by the Eligible Holder in violation of this Agreement) that, to the knowledge of such Eligible Holder after inquiry, was not prohibited or restricted from disclosing such information by a contractual, legal or fiduciary obligation and (D) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided that the Eligible Holder gives prompt and timely written notice prior to such disclosure, to the extent permitted by law, and shall reasonably cooperate with the Company should the Company, at the Company’s sole expense, desire to seek a protective order prior to disclosure).
(b) Each Eligible Holder acknowledges that certain information provided to Eligible Holders may constitute material non-public information under applicable securities laws (which may include the fact that a potential registration or offering is contemplated). Each Eligible Holder acknowledges that applicable securities laws limit trading in securities while in possession of material non-public information.
Additional Confidentiality Obligations. Upon written request of Licensee, Institute agrees to cooperate in good faith with Licensee and Memorial Sloan Kettering Cancer Center (“MSK”) in order to enter into a mutually agreed tripartite confidentiality and non-disclosure agreement with Licensee and MSK, which agreement shall provide for the obligations of non-disclosure with respect to information shared between the Parties and MSK for the purposes of furthering the activities under this Agreement and the Research Agreement.
Additional Confidentiality Obligations. Subject to this Clause 8.2, University agrees to maintain as secret and confidential all Licensed Compound Know-How and not to use such information for any purpose except the Purpose after the Effective Date. University may disclose such information under conditions of confidentiality to its patent agents and other appropriate advisors and to any other licensees under the Licensed Technology (to the extent that University is permitted to grant such licences under the terms of this Agreement).
Additional Confidentiality Obligations. Except for such disclosure as is necessary not to be in violation of any applicable Laws, applicable Exchange policy, or valid court order or pursuant to any legal requirement or legal process of any Governmental Authority (in which case the disclosure must be made in accordance with Section 6.3), no Party shall, nor shall it permit any of its Representatives or Affiliates to, without the prior written consent (not to be unreasonably withheld) of the other Parties, disclose to any Person:
(a) the contents (or any part or summary thereof) of this Agreement or the other Transaction Documents;
(b) any terms, conditions or other matters or arrangements that are being or have been discussed or negotiated in relation to the transactions contemplated by this Agreement or the other Transaction Documents, (collectively, the “Terms Information”) except that a Party may disclose the Terms Information to its Representatives who have a reasonable need- to-know, conditional upon:
(i) prior to making any such disclosure, the Party first informs its Representatives of the confidential nature of the Terms Information and ensures that its Representatives are subject to confidentiality duties or obligations to it which are no less restrictive than the terms and conditions of this Section
Additional Confidentiality Obligations. Except as otherwise permitted by this Agreement or required by applicable federal, state or local law or regulation, Recipient shall not, nor permit any of its Representatives to, disclose to any person:
(a) That the Confidential Information has been made available to Recipient or its Representatives, or that it has inspected any portion of the Confidential Information;
(b) That discussions or negotiations may be, or are, underway between IPC and Recipient regarding the Confidential Information or the Purpose, including the status thereof; or
(c) Any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, the Recipient shall not, and shall not permit its Representatives to, disclose to any person:
(a) that the Confidential Information has been made available to the Recipient or its Representatives, or that it has inspected any portion of the Confidential Information;
(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Transaction, including the status thereof; or
(c) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Transaction.
Additional Confidentiality Obligations. AuthenTec agrees not to disclose (a) the existence or any terms of this Agreement (except as required by federal securities Law in accordance with this Section 9.2) without Apple’s prior written consent or (b) any information about (i) any Apple Sensors that contain or are based on any Confidential Information disclosed under this Agreement or (ii) any Apple Products into which any Apple Sensors are or will be incorporated. AuthenTec will not make any public statements or any filings with the United States Securities and Exchange Commission (the “SEC”) or the Nasdaq Stock Market disclosing or otherwise referencing the existence or any terms of this Agreement, except as required by federal securities Law in accordance with this Section 9.2. If AuthenTec determines in its reasonable judgment that applicable federal securities Law requires AuthenTec to make any public disclosures or filings with the SEC or the Nasdaq Stock Market disclosing or otherwise referencing the existence or any terms of this Agreement, AuthenTec will consult with Apple prior to making such disclosure or filing and provide Apple with a reasonable opportunity to review and comment on such disclosure or filing prior to making such disclosure or filing. AuthenTec will cooperate with Apple regarding any such disclosures or filings and use reasonable best efforts to redact such disclosures or filings to the extent reasonably requested by Apple and make such disclosure or filings subject to a Confidential Treatment Request.
Additional Confidentiality Obligations. During the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and shall be held in confidence. Neither party will disclose such Confidential Information to any third party, without the written consent of the other party, except that either party may disclose Confidential Information during the course of any independent or regulatory audit in which information disclosed remains non-public. The parties may xxxx documents containing Confidential Information with applicable language or stamps, such as “Confidential” or “Proprietary”. All Confidential Information furnished by the parties to each other in connection with this Agreement is the exclusive property of the furnishing party, and, at the request of that party or upon termination of this Agreement, the other party shall promptly return to the furnishing party all such information without copying such information. Without the prior written consent of the other party, neither party will disclose, furnish, or use Confidential Information in any way whatsoever not specifically contemplated hereunder. Each party shall take measures to prevent its agents, employees and subcontractors from using, any Confidential Information to which it becomes privy.
