Continuing Disclosure and Knowledge Transfer Sample Clauses

Continuing Disclosure and Knowledge Transfer. No later than [**] Business Days prior to the scheduled date for each Scheduled JSC meeting during the Collaboration Period and thereafter during the Exclusivity Period as reasonably agreed by the Parties, Spark shall provide to Pfizer a written summary of Spark Know-How that is developed by Spark or that otherwise comes into the Control of Spark during the preceding reporting period to the extent such Know-How has not otherwise been disclosed to Pfizer (e.g., through inclusion in information provided to Pfizer via the JSC), is covered by the license granted to Pfizer under Section 2.1 and Section 2.2 and is necessary or useful for the Development, Manufacture, Commercialization or use of Compounds or Licensed Products in the Field. During the Term, subject to Section 4.15, Spark shall make appropriate personnel available to Pfizer at reasonable times, places and frequency and upon reasonable prior notice for the purpose of assisting Pfizer to understand and use the Spark Technology in connection with Pfizer’s Development, Manufacture, Commercialization and use of Compounds and Licensed Products.
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Continuing Disclosure and Knowledge Transfer. On a [ * ] basis, or more frequently at the reasonable request of Pfizer during the Term, Sangamo, to the extent not previously provided to Pfizer, will provide to Pfizer a written summary of all Licensed Technology other than Research Program Technology developed by Sangamo or that otherwise comes into the Control of Sangamo. Further, Sangamo will make appropriate personnel available to Pfizer at reasonable times and places and upon reasonable prior notice for the purpose of assisting Pfizer to understand and use the Licensed Technology in connection with Pfizer’s Development of Compounds and Products.
Continuing Disclosure and Knowledge Transfer. On a Calendar Quarter basis, or more frequently at the reasonable request of AMAG during the Term, Palatin shall disclose to AMAG any Palatin Know-How developed by Palatin since Palatin’s most recent disclosure. Such disclosure shall be in either the format in which such Palatin Know-How then exists or in such other format as AMAG may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by AMAG). Further, Palatin shall make appropriate personnel available to AMAG at reasonable times and places and upon reasonable prior notice for the purpose of assisting AMAG to understand and use the Palatin Technology in connection with AMAG’s Development, Manufacture, Commercialization and use of Compounds and Products.
Continuing Disclosure and Knowledge Transfer. On a ***, or more frequently at the reasonable request of a Party during the Term, each Party shall provide the JDC a written summary of all Know-How and Patent Rights that it develops to the extent such Know-How and/or Patent Rights are or are to be licensed or assigned to the other Party. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Continuing Disclosure and Knowledge Transfer. On a ***, or more frequently at the reasonable request of a Party during the Term, each Party shall provide the JDC a written summary of all Know-How and Patent Rights that it develops to the extent such Know-How and/or Patent Rights are or are to be licensed or assigned to the other Party. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Execution Version During the Term, each Party shall make appropriate personnel available to the other Party at reasonable times and places and upon reasonable prior notice for the purpose of assisting the other Party to understand and use such Know-How and Patent Rights.
Continuing Disclosure and Knowledge Transfer. On a [***] basis, or more frequently at the reasonable request of Pfizer during the Development Term, Valneva, to the extent not previously provided to Pfizer, will provide to Pfizer a written summary of all Valneva Technology that is licensed or developed by Valneva or that otherwise comes into the Control of Valneva that relates to the Development of any Vaccine, antibody, or Product, alone or in combination, for Lyme disease. Further, Valneva will make appropriate personnel (directly, or through an Affiliate) available to Pfizer at reasonable times and places in a way that does not require Valneva to form a permanent establishment in the United States of America for US tax purposes and upon reasonable prior notice for the purpose of assisting Pfizer to understand and use the Valneva Technology in connection with Pfizer’s Development, Manufacture, Commercialization and use of Vaccines and Products for Lyme Disease. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.
Continuing Disclosure and Knowledge Transfer. On a Calendar Quarter basis, or more frequently at the reasonable request of Fosun during the Term, Palatin shall disclose to Fosun any Palatin Know-How developed or acquired by Palatin since Palatin’s most recent disclosure, but only to the extent the same is Controlled by Palatin. Such disclosure shall be in either the format in which such Palatin Know-How then exists or in such other format as Fosun may reasonably request (including by download of digital files to a secure website or e-room designated by Fosun). Further, Palatin shall make appropriate personnel available to Fosun at reasonable times and upon reasonable prior notice for the purpose of assisting Fosun to understand and use the Palatin Technology in connection with Fosun’s Development, Manufacture, Commercialization and use of Compounds and Products.
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Related to Continuing Disclosure and Knowledge Transfer

  • Disclosure and Assignment of Inventions The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date:

  • Non-Disclosure and Non-Use of Confidential Information The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.

  • Restriction on Disclosure and Use of Confidential Information and Trade Secrets Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Restricted Period use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

  • Restriction on Disclosure and Use of Confidential Information Participant agrees that Participant shall not, directly or indirectly, use any Confidential Information on Participant’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Participant further agrees that he/she shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Participant’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Participant shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Participant shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Participant; and (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Participant shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Participant has made such reports or disclosures.

  • Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

  • Nondisclosure and Nonuse of Confidential Information The Executive will not disclose or use at any time during or after the Employment Period any Confidential Information of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive pursuant to this Agreement. Under all circumstances and at all times, the Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft.

  • Confidentiality and Intellectual Property 6.1 You must not disclose to any other person or entity any confidential information belonging to the Group or any of its divisions, customers, suppliers or collaboration partners (including, without limitation, this Contract, specifications, formulae, manufacturing processes, know-how and any technical or economic information) or use such information for any purpose except for the supply of goods and/or services to us or as expressly authorised in writing by us. You must return to us such information and any copies if requested.

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