Common use of Confidentiality obligation of Onconova Clause in Contracts

Confidentiality obligation of Onconova. 12.1 During the term of this Agreement and for a period of ** thereafter, or ** from the Effective Date, whichever is longer, Onconova: i) shall hold in strict confidence any and all information disclosed to it by SymBio, including without limitation the Scientific Information and other SymBio Information (together “SymBio Confidential Information”) and shall not use, nor disclose or supply to any Third Party nor permit any Third Party to have access to the SymBio Confidential Information, without first obtaining the written consent of SymBio, except as expressly permitted in this Agreement; ii) shall take all reasonable precautions necessary or prudent to prevent material in its possession or control that contains or refers to SymBio Confidential Information from being destroyed or lost, or discovered, received, used, intercepted or copied by any Third Party; and iii) may disclose the SymBio Confidential Information to its employees, consultants, independent contractors, agents, Affiliates, actual and potential Licensees and actual and potential acquirers, provided that such employees, consultants, independent contractors, agents, Affiliates, actual and potential Licensees and actual and potential acquirers are bound by terms and conditions of confidentiality no less protective than the terms and conditions that bind Onconova hereunder. For the avoidance of doubt, it is understood that Onconova shall be liable for any breach of the confidentiality obligation under this Section 12.1 by any person or corporation to whom the SymBio Confidential Information is disclosed by Onconova. 12.2 Onconova’s obligations of confidentiality and non-use under Section 12.1 shall not apply and Onconova shall have no further obligations with respect to any of the SymBio Confidential Information as far as Onconova can establish by competent proof that such SymBio Confidential Information: i) is or becomes part of the public domain without breach by Onconova of this Agreement; ii) was in Onconova’s possession before disclosure by SymBio to Onconova and was not acquired directly or indirectly from SymBio; iii) is obtained from a Third Party with no obligation of confidentiality to SymBio, who has a right to disclose it to Onconova; iv) is required to be revealed in response to a court decision or administrative order, or to comply with Laws of a governmental authority or rules of a securities exchange, in which case Onconova shall inform SymBio immediately by written notice and cooperate with SymBio using its Commercially Reasonable Efforts either to enable SymBio to seek protective measures for such SymBio Confidential Information, or to seek confidential treatment of such SymBio Confidential Information, and in such case Onconova shall disclose only such portion of the SymBio Confidential Information which is so required to be disclosed. 12.3 Nothing herein shall prevent Onconova from disclosing any SymBio Confidential Information to the extent that such SymBio Information is required to be used or disclosed for the purposes of seeking or obtaining Marketing Approvals of Licensed Products outside the Licensed Territory or seeking patent protection for Inventions it owns or has responsibility for prosecuting under Article 7. Onconova and its Licensees shall further have the right to disclose any SymBio Information in a Publication, provided that if the SymBio Information concerned has not been previously published, such Publication is subject to SymBio’s prior written consent, not to be unreasonably withheld or delayed.

Confidentiality obligation of Onconova. 12.1 13.2.1. During the term of this Agreement and for a period of ** thereafter, or ** from the Effective Date, whichever is longer, Onconova: i(a) shall hold in strict confidence any and all information disclosed to it by SymBioXxxxxx, including without limitation the Scientific Information and other SymBio Xxxxxx Information (together “SymBio Xxxxxx Confidential Information”) and shall not use, nor disclose or supply to any Third Party nor permit any Third Party to have access to the SymBio Xxxxxx Confidential Information, without first obtaining the written consent of SymBioXxxxxx, except as expressly permitted in this Agreement; ii(b) shall take all reasonable precautions necessary or prudent to prevent material in its possession or control that contains or refers to SymBio Xxxxxx Confidential Information from being destroyed or lost, or discovered, received, used, intercepted or copied by any Third Party; and iii(c) may disclose the SymBio Xxxxxx Confidential Information to its employees, consultants, independent contractors, agents, Affiliates, actual and potential Licensees and Sublicensees and actual and potential acquirers, ; provided that such employees, consultants, independent contractors, agents, Affiliates, actual and potential Licensees and actual and potential acquirers are bound by terms and conditions of confidentiality no less protective than the terms and conditions that bind Onconova hereunder. For the avoidance of doubt, it is understood that Onconova shall be liable for any breach of the confidentiality obligation under this Section 12.1 13.2 by any person or corporation to whom the SymBio Xxxxxx Confidential Information is disclosed by Onconova. 12.2 13.2.2. Onconova’s obligations of confidentiality and non-use under this Section 12.1 13.2 shall not apply and Onconova shall have no further obligations with respect to any of the SymBio Xxxxxx Confidential Information as far as to the extent that Onconova can establish by competent proof that such SymBio Xxxxxx Confidential Information: i(a) is or becomes part of the public domain without breach by Onconova of this Agreement; ii(b) was in Onconova’s possession before disclosure by SymBio Xxxxxx to Onconova and was not acquired directly or indirectly from SymBioXxxxxx; iii(c) is obtained from a Third Party with no obligation of confidentiality to SymBioXxxxxx, who has a right to disclose it to Onconova; iv(d) is developed independently by Onconova without use of the Xxxxxx Confidential Information, as evidenced by Onconova’s written records; or (e) is required to be revealed in response to a court decision or administrative order, or to comply with Laws of a governmental authority Governmental Authority or rules of a securities exchange, in which case Onconova shall inform SymBio Xxxxxx immediately by written notice and cooperate with SymBio Xxxxxx using its Commercially Reasonable Efforts either to enable SymBio to seek protective measures for such SymBio Xxxxxx Confidential Information, or to seek confidential treatment of such SymBio Xxxxxx Confidential Information, and in such any case Onconova shall disclose only such portion of the SymBio Xxxxxx Confidential Information which is so required to be disclosed. 12.3 13.2.3. Nothing herein shall prevent Onconova from disclosing any SymBio Xxxxxx Confidential Information to the extent that such SymBio Xxxxxx Confidential Information is required to be used or disclosed for the purposes of seeking or obtaining Marketing Approvals of Licensed Products inside or outside the Licensed Territory or seeking patent protection for Inventions it owns or has responsibility for prosecuting under Article 7. ARTICLE X. Onconova and its Licensees shall further have the right to disclose any SymBio Xxxxxx Confidential Information in a Publication, ; provided that if the SymBio Xxxxxx Confidential Information concerned has not been previously published, such Publication is subject to SymBio’s Xxxxxx’x prior written consent, not to be unreasonably withheld withheld, delayed or delayedconditioned.