Common use of Confidential Obligations Clause in Contracts

Confidential Obligations. Each Party shall (a) maintain in strict confidence the Confidential Information of the other Party to the same extent such Party maintains its own confidential information, but in no event less than a reasonable degree of care, (b) not disclose such Confidential Information to any Third Party without the prior written consent of the other Party (except as permitted pursuant to Section 8.3 below), and (c) not use such Confidential Information for any purpose except those expressly permitted by this Agreement (including in the case of Licensor, the Development, Manufacture and Commercialization of Licensed Products for sale and use outside the Territory). The obligations of confidentiality, non-disclosure and non-use under this Section 8.1 shall be in full force during the Term and for a period of [***] thereafter. Each Party, upon the request of the other Party, will return all copies of or destroy (and certify such destruction in writing) the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] of such request or, if earlier, the termination or expiration of this Agreement; provided however that a Party may retain (i) Confidential Information of the other Party which expressly survives such termination pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof; provided, further, that a Party is not required to return or destroy Confidential Information contained in electronic back-ups unless and until such Confidential Information is accessed. For clarity, it is acknowledged and agreed that (A) the Confidential Information of Licensee includes (x) unpublished patent applications within the Licensed Patent Rights, and (y) any reports or other information provided to Licensor hereunder and (b) Licensed Know-How shall be the Confidential Information of both Parties.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Cullinan Oncology, LLC), License and Collaboration Agreement (Cullinan Oncology, LLC)

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Confidential Obligations. Each Party shall (a) maintain in strict confidence the Confidential Information of the other Party to the same extent such Party maintains its own confidential information, but in no event less than a reasonable degree of care, (b) not disclose such Confidential Information to any Third Party without the prior written consent of the other Party (except as permitted pursuant to Section 8.3 6.3 below), and (c) not use such Confidential Information for any purpose except those expressly permitted by this Agreement (including in the case of Licensor, the Development, Manufacture and Commercialization of Licensed Products for sale and use outside the Territory)Agreement. The obligations of confidentiality, non-disclosure and non-use under this Section 8.1 6.1 shall be in full force during the Term and for a period of [***] thereafter. Each Party, upon the request of the other Party, will return all copies of or destroy (and certify such destruction in writing) the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] of such request or, if earlier, the termination or expiration of this Agreement; provided however that a Party may retain (i) Confidential Information of the other Party which expressly survives such termination pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof; provided, further, that a Party is not required to return or destroy Confidential Information contained in electronic back-ups unless and until such Confidential Information is accessed. For clarity, it is acknowledged and agreed that (A) the The Confidential Information of Licensee includes (w) the Licensed Know-How insofar as it relates to researching, developing, using, manufacturing, selling, offering to sell, importation, exportation, Commercializing or otherwise exploiting Licensed Products, (x) unpublished patent applications within the Licensed Patent RightsInformation, (y) the identity, function, molecular mechanism and/or stage of development of a Licensed Product, and (yz) any reports or other information provided to Licensor hereunder and (b) Licensed Know-How shall be hereunder, including the Confidential Information of both Partiesinformation provided pursuant to Section 3.2, or 3.4.

Appears in 2 contracts

Samples: Exclusive License Agreement (Cullinan Oncology, LLC), Exclusive License Agreement (Cullinan Oncology, LLC)

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Confidential Obligations. Each Party shall (a) maintain in strict confidence the Confidential Information of the other Party to the same extent such Party maintains its own confidential information, but in no event less than a reasonable degree of care, (b) not disclose such Confidential Information to any Third Party without the prior written consent of the other Party (except as permitted pursuant to Section 8.3 6.3 below), and (c) not use such Confidential Information for any purpose except those expressly permitted by this Agreement (including in the case of Licensor, the Development, Manufacture and Commercialization of Licensed Products for sale and use outside the Territory)Agreement. The obligations of confidentiality, non-disclosure and non-use under this Section 8.1 6.1 shall be in full [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED force during the Term and for a period of [***] ten (10) years thereafter. Each Party, upon the request of the other Party, will return all copies of or destroy (and certify such destruction in writing) the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided however that a Party may retain (i) Confidential Information of the other Party which expressly survives such termination pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof; provided, further, that a Party is not required to return or destroy Confidential Information contained in electronic back-ups unless and until such Confidential Information is accessed. For clarity, it is acknowledged and agreed that (A) the Confidential Information of Licensee includes (x) unpublished patent applications within the Licensed Patent Rights, and (y) any reports or other information provided to Licensor hereunder and (b) Licensed Know-How shall be the Confidential Information of both Parties.

Appears in 2 contracts

Samples: License Agreement (Tcr2 Therapeutics Inc.), License Agreement (Tcr2 Therapeutics Inc.)

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