Confidentiality and Publication. 4.1 Any information which is disclosed by Xxxxxxx to the Recipient or the Recipient Scientist in connection with the Research Project and/or the Original Material ("Confidential Information") shall remain confidential to, and the property of, Xxxxxxx. The Recipient and the Recipient Scientist hereby agree that for so long as the Confidential Information remains confidential in nature, the Recipient and the Recipient Scientist shall keep the Confidential Information secret. Upon request, the Recipient shall inform Xxxxxxx and the Xxxxxxx Scientist on the status of its research. The Recipient Scientist will inform Xxxxxxx at least 30 days in advance of the submission of any potential publication of any form (abstract, manuscript, review, oral presentation, patent application etc.) related to the use of the Material and/or Modifications or the Research Project. If Xxxxxxx believes that co-authorship is required, Xxxxxxx and Recipient Scientist shall discuss in good faith co-authorship of all oral or written publications. If Xxxxxxx does not require co-authorship, the Recipient Scientist shall acknowledge Xxxxxxx and Xxxxxxx Scientist as the source of the Material in all publications reporting use of the Material and/or Modifications. The Recipient Scientist shall reference the following publication(s) in all publications reporting the use of the Material: Xxxxxx J; Xxxxxxx L, Xxxxxxxx H, Xxxxxxxxxxxx S, Xxxxxxxx E, Xxxxxxxx D, Xxxxxxx G (1991). "Transgenic mice expressing human tumour necrosis factor: a predictive genetic model of arthritis." EMBO J.; 10(13); 4025-31. If Xxxxxxx believes that the publication contains any Confidential Information it shall so notify the Recipient Scientist. Recipient shall proceed to implement the amendments requested by Xxxxxxx including the removal of any Confidential Information, with every effort made so that such amendments made will not compromise the timing nor the scientific value of the publication or presentation.
Confidentiality and Publication. Subject to the remaining provisions of this clause 8, each Party will treat all Confidential Information of any other Party as confidential and will not, without the consent of the other relevant Party, disclose or permit the same either to be disclosed to third parties or to be used, except solely as contemplated by this Agreement. Each Party must use all reasonable endeavours to ensure that its representatives comply with the obligations of confidentiality imposed upon it under this clause 8 as if those representatives were bound in the same way. Each Party must advise each other Party as soon as practicably possible of any breach of any confidentiality obligations under this Agreement of which it becomes aware. A Party may disclose Confidential Information if required to do so by law or to its professional advisers, subject to the relevant adviser being bound by similar obligations of confidentiality, or if necessary, entering into an appropriate confidentiality undertaking. A Party may publish the Project IP, subject to it complying with the following: prior to any publication, the Party must provide the other Party with full details of the Project IP it proposes to publish and the nature of the publication; and the other Party must notify the first Party whether permission to publish has been granted or refused within 30 days of the request (or such other period as may be set out at Item 7 of the Schedule) (Period); and if the other Party fails to notify the first Party of its decision under clause 8.5(b) within the Period shall be deemed to have consented to the proposed publication by the first Party; and any other Party may only refuse a request to publish if, in that other Party’s reasonable opinion, the publication is likely to jeopardise: the protection of Project IP (as applicable) under any statute of monopoly; or the successful commercialisation of the Project IP by the Party with such rights, or
Confidentiality and Publication. 7.1 Each Party shall treat the Confidential Information with the same degree of care and apply no lesser security measures than it affords to its own confidential information and shall use reasonable endeavours to ensure that these measures provide adequate protection against unauthorised disclosure, copying or use.
7.2 Both Parties shall use reasonable endeavours not to disclose the Confidential Information to any third party, save for those directors, officers or employees and any relevant SME Participant who need to know it strictly for the purpose of exercising or performing its rights and obligations under this Agreement.
7.3 The obligations of confidentiality in this Clause 9 shall continue for a period of five (5) years after the termination/expiry of this Agreement but shall not apply to information if:
(a) it is required to be disclosed by law, court order or other authority of competent jurisdiction or any regulatory or government authority to which it is subject, but in each case only to the extent required and for the purpose of such disclosure;
(b) the information has entered the public domain through no fault of the other Party;
(c) the information is developed independently without recourse to the Confidential Information; or
(d) the other Party has given its consent in writing in advance.
7.4 All Confidential Information of Data Provider and copies of it shall be returned to Data Provider within thirty (30) days of receipt of a request from Data Provider or on the Termination Date, whichever is the later. For the avoidance of doubt each Party shall retain the right to keep copies of Confidential Information on their back up system provided that it is not accessed.
7.5 Data Provider agrees that any employee of the University may publish any information or knowledge arising out of its use of the Data, including but not limited to information related to the type of Data, its format, presentation and other attributes of the Data, in accordance with this Agreement in relation to an academic publication, provided that the University ensures that the employee:
(a) complies at all times with clauses 4, 7 and 9 of this Agreement and any regulations or procedures affecting the publication of such knowledge;
(b) provides a copy of all information or knowledge which is intended to be published to Data Provider at least thirty (30) days prior to the proposed date of publication; and
(c) where it receives a notice in accordance with clause 9.6 below, del...
Confidentiality and Publication. 25 5.1 CONFIDENTIALITY..............................................................................25 (a) Nondisclosure Obligation.....................................................................25 (b) Disclosure to Agents.........................................................................26 (c) Disclosure to a Third Party..................................................................26 5.2 PUBLICITY....................................................................................26 5.3 PUBLICATION..................................................................................27
Confidentiality and Publication. 4.1 Any information which is disclosed by Xxxxxxx to the Recipient or the Recipient Scientist in connection with the Research Project and/or the Original Material ("Confidential Information") shall remain confidential to, and the property of, Xxxxxxx. The Recipient and the Recipient Scientist hereby agree that for so long as the Confidential Information remains confidential in nature, the Recipient and the Recipient Scientist shall keep the Confidential Information secret. Upon request, the Recipient shall inform Xxxxxxx and the Xxxxxxx Scientist on the status of its research.
Confidentiality and Publication. This Agreement shall not be interpreted to prevent or delay publication of Research findings resulting from the use of the Material or from its Modifications. The Recipient shall supply the Provider with a copy of all publication draft. The Recipient understands The Provider may forward such draft for Inserm’s review, as necessary. In accordance with scientific customs, the contributions of those who have made Material available or of collaborators, if any, from Inserm will be reflected expressly in all written or oral public disclosures concerning Research using the Material by acknowledgement or co-authorship, as appropriate. The origin of the Material and any applicable patent notices must be included in such disclosures.
Confidentiality and Publication. 20.1 The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing the Agreement, including all information relating to (i) the terms of the Agreement; and (ii) all information concerning the other Party, and (in respect of the Sellers only) the Group.
20.2 Notwithstanding clause 20.1, the Buyer and the Majority Sellers will issue their respective press releases set forth in Schedule 20.2. Further, and in accordance with the rules of the U.S. Securities and Exchange Commission, upon the execution of this Agreement, Xxxxxx Xxxxxx International Inc. is required to disclose the agreement within four business days after the execution thereof by the Parties. The Sellers acknowledge these legal requirements and the Sellers’ Representative agrees to work in good faith with Xxxxxx Xxxxxx International Inc. to issue such disclosure, should Xxxxxx Xxxxxx International Inc. require any such assistant from the Sellers’ Representative.
20.3 Notwithstanding any other provisions of this clause 20, either Party may disclose any such confidential information if and to the extent:
(a) required by applicable Laws;
(b) required by any securities exchange or regulatory or governmental body to which that Party is subject, including a relevant stock exchange;
(c) required pursuant to an order by a court of competent jurisdiction;
(d) required for the purpose of any Claims;
(e) required by the W&I Insurer, any other insurer sitting excess of the W&I Insurer with respect to the W&I Insurance Policy or broker under the W&I Insurance Policy;
(f) required for the purpose of fulfilling the condition precedent in clauses 9.1(a) and 9.1(b);
(g) to its professional advisers and auditors, subject to a duty of confidentiality to the disclosing party and who are made aware of the confidential nature of the information disclosed;
(h) to ultimate (direct or indirect) LP investors or Affiliates, subject to a duty of confidentiality to the disclosing party and who are made aware of the confidential nature of the information disclosed;
(i) required (and if so, on a strictly need to know basis) by the Buyer's and/or the Group's financing sources;
(j) the Buyer and/or the Majority Sellers, as the case may be, has given prior written consent to the disclosure; or
(k) the disclosure is made by a Seller to any manager of an EQT-branded fund, EQT Partners AB (and any of its subsidiaries), and their respective directors, officers and em...
Confidentiality and Publication. During the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the...
Confidentiality and Publication. 7.1 Except as provided herein, each party shall maintain in confidence during the term of this Agreement and for seven (7) years thereafter, and shall not use for any purpose or disclose to any third party, any Technology or other information disclosed by the other party in writing and marked "Confidential" or that is disclosed orally and confirmed in writing as confidential within forty-five (45) days following such disclosure (collectively 'CONFIDENTIAL INFORMATION'), except to the extent that any such Confidential Information -
(a) is at the time of being so provided or after that time through no fault of the party to whom it was so provided becomes public knowledge; or
(b) was lawfully available on a non-confidential basis to the party to whom it was so provided before that time; or
(c) can be shown by the party to whom it was so provided to have been independently produced by that party without any use of such confidential information provided to it by the other party; or [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(d) is made available to the party to whom it was so provided otherwise than in breach of an obligation of confidentiality owed to the other party.
7.2 The results of the Project may be made public by either party (or, in the case of ICRT, by ICRF) except to the extent that -
(a) publication would include any Confidential Information of the other party; or
(b) publication would prejudice the obtaining of patent protection for an invention constituting Project Technology, or the commercial exploitation of any unpatented or unpatentable Project Technology which remains unpublished.
7.3 To allow time for review of any proposed disclosure of any subject matter which may be precluded from being made public under clause 7.2, each of ICRT and Introgen shall provide to the other -
(a) a copy of any manuscript disclosing any results of the Project not less than 45 days notice before submitting the manuscript for publication; and
(b) a copy of any slides to be used in an oral presentation disclosing any results of the Project together with an outline of the presentation not less than 20 working days before making any such oral presentation.
7.4 The party receiving any such material pursuant to clause 7.3 shall promptly and in any event prior to the proposed date of submission for publication review the proposed disclosur...
Confidentiality and Publication. 13 6.1. Non-Disclosure Obligations.................... 13 6.2. Release of Obligations........................ 14 6.3. Publications.................................. 14
