Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (b) to the extent such disclosure is reasonably necessary for the Prosecution and Maintenance of Patents (including applications therefor) in accordance with Section 9.3, prosecuting or defending litigation, filing for and conducting preclinical or clinical trials, obtaining and maintaining Regulatory Approvals for Products; (c) in communication with existing and potential acquirers, investors, strategic partners, licensees, distributors, consultants, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, in each case, under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (d) for the purposes of the performance of this Agreement and exercising any rights of a Party pursuant to this Agreement and in connection with the grant of any license pursuant to Article 7 of this Agreement; or (e) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, and without limiting Section 9.1.4, to the extent any Verily Retained Know-How is Confidential Information, (i) such Verily Retained Know-How shall not be used by Verily or its Affiliates in the [***] except to perform the activities contemplated in the Agreement, (ii) Verily and its Affiliates shall not disclose to any Third Party in the [***] any such Verily Retained Know-How without DexCom’s prior written consent except where such disclosure is for purposes of performing activities under this Agreement, and (iii) without limiting the foregoing, any disclosure of Verily Retained Know-How to any Third Party shall be under a use restriction limiting such use of such Verily Retained Know-How to be outside of [***]. In addition, to the extent any Know-How is assigned to DexCom under this Agreement, such Know-How shall be protected as DexCom’s Confidential Information under this Article 7. Furthermore, during the Term, to the extent any proprietary, non-public Know-How is included in Joint Collaboration IP (“Joint Collaboration Know-How”), then (i) such Joint Collaboration Know-How shall not be used by Verily or its Affiliates in [***] except to perform the activities contemplated in the Agreement, (ii) Verily ...
Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows:
(a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; and
(b) to the extent such disclosure is reasonably necessary in Prosecuting and Maintaining Patents (including applications therefor) in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, conducting Development or Commercialization hereunder, obtaining and maintaining Marketing Authorizations, or otherwise required by Law, the rules of a recognized stock exchange or automated quotation system applicable to such Party; provided, however, that if a Party is required by Law, the rules of a recognized stock exchange or automated quotation system (collectively, “Securities Laws”) applicable to such Party to make any such disclosure of the other Party’s Confidential Information it will, except where prohibited by Law or impracticable, give reasonable advance notice to the other Party of such disclosure requirement and, where practicable, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.
Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (ii) to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution and Maintenance of Patents (including applications therefor) in accordance with this Agreement, (b) complying with the terms of agreements with Third Parties pursuant to which it Controls Licensed Technology, (c) prosecuting or defending litigation, (d) complying with applicable governmental regulations, (e) conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals (including Marketing Approvals), or (f) otherwise required by Applicable Laws or the rules of a recognized stock exchange, provided, however, that if a Party is required by Applicable Laws or stock exchange to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with existing and potential investors, acquirers, lenders, consultants, advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by the Parties.
Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (b) to the extent such disclosure is reasonably necessary for complying with the terms of agreements with Third Parties subject to appropriate confidentiality provisions consistent with those in this Agreement, prosecuting or defending litigation or otherwise required by Applicable Law or the rules of any stock exchange on which a Parties shares are listed from time-to-time, provided, however, that if a Party is required by Applicable Law (or the rules of any stock exchange) to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with existing and potential contractors, investors, acquirers, consultants, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, in each case, under appropriate confidentiality provisions and a written agreement substantially equivalent to those of this Agreement; or (d) to the extent mutually agreed to by the Parties in writing.
Authorized Use and Disclosure. Each party may use and disclose Confidential Information of the other party as follows: (a) under appropriate confidentiality and non-use provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such party in this Agreement; (b) to the extent such disclosure is reasonably necessary for prosecuting or defending litigation or complying with applicable laws or regulations, provided, however, that if a party is required by law or regulation to make any such disclosure of the other party’s Confidential Information it shall, to the extent practicable, give reasonable advance notice to the other party of such disclosure requirement and, upon request, reasonably assist the other party to secure confidential treatment of such Confidential Information; (c) to the extent such disclosure is reasonably necessary for filing, prosecution and maintenance of the Harpoon Assigned Patents, Harpoon Disclosing Patents or the Werewolf Assigned Patents, as the case may be; and (d) to the extent mutually agreed to by the parties in writing. In addition, each party may disclose the terms and conditions of this Agreement to actual and potential investors, acquirers, licensees, collaborators, advisors and other business partners on a reasonable need-to-know basis under reasonable conditions of confidentiality.
Authorized Use and Disclosure. Each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following situations:
Authorized Use and Disclosure. Each party may use and disclose Confidential Information of the other party as follows: (a) under appropriate confidentiality and non-use provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such party in this Agreement; (b) to
Authorized Use and Disclosure. In addition to the rights granted in Article 5, the Receiving Party may use and disclose the Disclosing Party’s Confidential Information as follows: .
(a) to its and its Affiliates’ officers, directors, employees, agents, contractors and advisors who are under legally enforceable obligations of confidentiality and non-use at least as stringent as those herein and who reasonably require access to such information for purposes of this Agreement;
(b) complying with Applicable Laws, orders of a court, or the securities laws and regulations applicable to the public sale of securities; provided, however, that the Receiving Party shall, to the extent legally permissible and practicable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed;
(c) such disclosure is reasonably necessary (i) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Product, (ii) to Prosecute and Maintain Patent Rights hereunder; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; or
(d) as expressly agreed by the Disclosing Party.
Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as expressly provided in this Agreement (including Durect’s use and disclosure of [***]in accordance with Section 7.1(b)(1), subject to Section 7.1(b)(2)) and as follows:
Authorized Use and Disclosure. In addition to the rights granted in Article 5, the Receiving Party may use and disclose the Disclosing Party’s Confidential Information as follows:
