Certain Confidential Information Omitted. (i) The Parties shall respectively prepare, file, maintain and prosecute the Takeda Compound Patents, Licensee Patents and Joint Patents as set forth in this Section 9.3. As used herein, “prosecution” of such Patents shall include all communication and other interaction with any patent office or patent authority having jurisdiction over a patent application in connection with pre-grant proceedings.
Certain Confidential Information Omitted. (g) If and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to clauses (a) through (d) of this Section 11.3, it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use not less than the same efforts to secure confidential treatment of such information as it would to protect its own confidential information from disclosure and shall be jointly and severally liable for any breach of this Article 11 by such Person.
Certain Confidential Information Omitted terms for the Urology Asset License for ninety (90) days after the date of the Kyorin term sheet. If the Parties fail to enter into a definitive agreement for the Urology Asset License by the end of the ninety (90) day good faith negotiation period, Urovant shall have the right to negotiate and enter into such a definitive agreement with any Third Party without bearing further obligations to Kyorin. If Kyorin fails to submit to Urovant the non-binding term sheet within such sixty (60) day period, then Urovant shall have no further obligation to Kyorin with respect to the Urology Rights. This Section 2.8 (Kyorin Right of First Review and Negotiation) shall expire upon any Change of Control and shall not extend to any of Urovant’s licensees and sublicensees or its Affiliates’ licensees and sublicensees.
Certain Confidential Information Omitted counsel reasonably satisfactory to the indemnified Party and the indemnified Party shall reasonably cooperate with such defense (at the indemnifying Party’s reasonable expense). If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party shall not settle any claim with respect to such Losses without obtaining the indemnified Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed), and shall not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified Party with respect to such Losses. For clarity, the indemnified Party may freely withhold its consent to a settlement of a claim with respect to Losses if (a) such settlement does not include a complete release from liability of the indemnified Party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified Party), (b) would bind or impair the indemnified Party or (c) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified Party or this Agreement is invalid, narrowed in scope or unenforceable. The indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without obtaining the prior written consent of the indemnifying Party, unless the indemnifying Party is in breach of its obligation to defend hereunder.
Certain Confidential Information Omitted. (ii) Each Receiving Party shall promptly, in accordance with the request of the Disclosing Party, delete or destroy (such destruction to be certified in writing by an officer of such Party) all Confidential Information and Regulatory Materials of such Disclosing Party; provided, that such Receiving Party may keep one copy of such Confidential Information for legal archival purposes only subject to the continuing confidentiality and non-use obligations in accordance with Article 4 (Confidentiality). Notwithstanding the foregoing, such Receiving Party shall not be required to destroy any computer files created during automatic system back up that are subsequently stored securely by it and not readily accessible to its employees, consultants, or others who received the Disclosing Party’s Confidential Information under this Agreement.
Certain Confidential Information Omitted with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation. In the event that, following the effective date of termination under Section 7.2 (Termination for Material Breach), the Terminating Party fails to comply with the surviving provisions above, the Terminated Party shall have the right to terminate the Terminating Party’s rights under Section 7.5(a)(ii) by following the procedures set forth in Section 7.2 (Termination for Material Breach). Following such termination, Section 7.5(a)(i) and (iii) shall apply mutatis mutandis (with the formerly Terminating Party deemed to be the Terminated Party, but for clarity, the formerly Terminated Party shall not be deemed to be the Terminating Party).
Certain Confidential Information Omitted the Party waiving such term or condition. The waiver by either Party hereto of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available except as expressly set forth herein.
Certain Confidential Information Omitted. Parties; provided that no Credit Party shall enter into any transaction with [***] to the extent that such transaction would be prohibited by Section 5.8 if [***] were deemed to be an Affiliate of Borrower or any other Credit Party.
Certain Confidential Information Omitted. (i) Debt of the Credit Parties incurred under the Affiliated Financing Documents;
Certain Confidential Information Omitted each case of clauses (a)-(c), no Event of Default exists at the time such Permitted License is granted or would result from the granting of such Permitted License.
