Disclosure of Know Sample Clauses

Disclosure of Know. How and Information: Promptly following the execution of this Agreement, Altair shall disclose in writing to Western's ERA director, all information known to, or in the possession, custody or control of, Altair regarding any Licensed Product or the AHPP as would be reasonably necessary for a person skilled in the art to produce or manufacture the Licensed Products. In addition, during each Phase commenced under the Phased Development Plan, Altair shall promptly provide to Western's ERA director: (a) any new information known to, or in the possession, custody or control of, Altair regarding any Licensed Product or the AHPP as would be reasonably necessary for a person skilled in the art to produce or manufacture the Licensed Products that has not already been disclosed pursuant to the preceding paragraph; (b) all data and reports generated by or for Altair either in connection with the Phased Development Plan or relating to the AHPP or any Licensed Product; provided, however, that in no event shall Altair be required to provide or disclose any information to Western that Altair is not allowed to provide or disclose because of a confidentiality agreement, license agreement or other agreement between Altair and a third party; and (c) written progress summaries and technology development reports as reasonably requested by Western's ERA director to achieve the purposes of the Phased Development Plan. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall Altair be required to license or disclose any information to Western (i) that Altair is not allowed to license or disclose because of an existing confidentiality agreement, license agreement or other agreement between Altair and a third party, the existence of which has been disclosed to Western and which is listed in Exhibit D, or (ii) that Altair is not allowed to license or disclose because of a confidentiality agreement, license agreement or other agreement between Altair and a third party with the intent of making titanium metal, or (iii) which relates to the use of AHPP for non-pigment related applications.
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Disclosure of Know. How by KAYAKU; Filing and Maintenance of and access to Drug Master File. KAYAKU shall, as soon as practicable after the Effective Date but in no event later than [ * ] after the Effective Date, and from time to time thereafter during the Term, promptly disclose to EICCOSE all of the Know-How owned or Controlled by KAYAKU or its sublicensees use of which is granted hereunder and which is material or necessary or helpful for the development, Regulatory Approval and commercialization of the Product by EICCOSE or its sublicensees. EICCOSE shall be responsible for translating, at its own costs, any reports or other documents written in Japanese from Japanese language into English language as needed for review or for purposes of submission to the Regulatory Authority or for any other purposes. Further, KAYAKU shall file or cause to be filed a complete Drug Master File (“DMF”) for the API with the United States Food and Drug Administration (“FDA”) within [ * ] of the Effective Date and shall maintain such file as the FDA requires throughout the Term. In addition, KAYAKU shall file or cause to be filed a DMF or equivalent in any other country in the EICCOSE Territory within [ * ] of EICCOSE’s reasonable written request. For clarity, the obligations pursuant to this Section 2.1(e) include disclosure of any Information included in such DMF or equivalent reasonably necessary to obtain Regulatory Approval in the EICCOSE Territory. Should KAYAKU fail to perform its obligations relating to such DMF or equivalent under this Section 2.1(e) in time, then KAYAKU shall provide all Information relating to the manufacture of API to EICCOSE, which Information shall then become Know-How under Section 1.11.
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Disclosure of Know. How 2.01 Sherritt shall, from time to time, and to such extent that is reasonably necessary for the performance of this Agreement, furnish to LMC, Know-how existing at date of this Agreement or acquired by Sherritt up to the Date of Commencement of Operations which is or could be useful in the design, engineering, procurement, construction, start-up and operation of the Plant, and which Sherritt has the right to furnish. 2.02 For a period of five (5) years following the Date of Commencement of Operations, Sherritt shall furnish to LMC, if requested by LMC and at LMC’s expense, such further Know-how as either party reasonably considers useful in the operation or maintenance of the Plant and which Sherritt has in its possession and has the right to furnish to LMC at the time of such request. Prior to commencement of furnishing such Know-how, Sherritt shall provide LMC with an estimate of the cost of furnishing such additional Know-how. Such cost shall include only the actual and reasonable expenses of transferring such Know-how to LMC. 2.03 For a period of five (5) years following the Date of Commencement of Operations, LMC shall furnish to Sherritt at the latter’s request and expense, information developed solely by LMC and exclusively through the operations at the Site which would reasonably be considered useful for designing, engineering, procuring, construction and operating the Pressure Oxidation Technology other than that information relating to equipment not specific to Pressure Oxidation Technology and process control. Prior to commencement of furnishing such information, LMC shall provide Sherritt with an estimate of the cost of furnishing such additional information. Such cost shall include only the actual and reasonable expenses of transferring such Know-how to Sherritt. 2.04 Sherritt agrees that during the period ending five (5) years from the Date of Commencement of Operations, it shall permit LMC to inspect, upon reasonable notice to Sherritt, at reasonable times and at LMC’s own risk and expense, any portions of the Sherritt plant at Fort Saskatchewan and any other operation or plant which Sherritt has the right to allow LMC to inspect which pertains to the Pressure Oxidation Technology. Access to the Sherritt plant and other operation or plant shall be subject to the reasonable convenience of Sherritt and subject to the terms and conditions then in effect and determined at the sole discretion of Sherritt, which may include the signing by visi...
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Disclosure of Know. How and Asahi's Improvement --------------------------------------------------------- 3.1 Within ninety (90) days after the Effective Date, Nephros shall disclose to Asahi all Know-How owned by Nephros as of the Effective Date. 3.2 If Nephros develops or obtains any of the Know-How and the Licensed Patents during the term of this Agreement, Nephros discloses to Asahi the same. 3.3 If Asahi develops or obtains any improvement or modification to the Licensed Technology during the term of this Agreement, Asahi may at its discretion disclose to Nephros such improvement or modification. If Nephros requests Asahi to obtain a license of such improvement or modification, Asahi shall, for at least a 90 day period, negotiate with Nephros to grant such license in countries to be negotiated.
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Disclosure of Know. How, Regulatory Documents and Other ------------------------------------------------------ Information. Upon the execution of this Agreement, Altana will provide KV ----------- with all Regulatory Documents and Know-How related to the Products not heretofore provided by it to KV, including, but not limited to, all formulation, validation, manufacturing, processing, product testing, stability, material and product supplier, customer, marketing, advertising, promotional (including all past advertising and promotional information available to Altana and access to Altana's internal and outside marketing and advertising personnel), sales (including territorial representative allocation and sales information) and distribution information related to each of the Products and to any current and past proposed product improvements and product line extensions and additions, including, if applicable (but not limited to), copies (including electronic files) thereof. Such information shall include complete copies of any documents, reports or correspondence under Applicable Laws relating to the development, manufacture, use, marketing, sale or distribution of the Products, including (but not limited to) all correspondence or other documents between Altana and any Regulatory Authorities.
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Disclosure of Know. How and Information For a period of one hundred twenty (120) days after the Effective Date and upon Roche's reasonable request, Sesen shall transfer to Roche, to the extent not already transferred, all Sesen Know-How and information related to the Asset, including the approximately 2,000 documents remaining in Sesen’s possession discussed by the Parties (the “Sesen Remaining Know-How”). Such Sesen Know-How and information will be transferred electronically via Box, as requested by Roche. For a period of one hundred twenty (120) days after the Effective Date, upon Roche's reasonable request and to the extent not already transferred, Roche shall receive the originals of all documents relating to the Asset. However, Sesen shall be entitled to retain such originals to the extent that Sesen is obliged by law to do so. In this case Sesen shall provide to Roche complete copies of the relevant documents and information. Sesen shall have the right to keep copies of all documents provided to Roche for the sole purpose of verifying its obligations under this Agreement. Promptly after its availability, Sesen shall, free of charge, transfer all further Sesen Know-How related to the Asset to Roche that come to Sesen's attention after the Effective Date and after Closing.
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Disclosure of Know 
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Related to Disclosure of Know

  • Disclosure of Sales The Company will disclose in its quarterly reports on Form 10-Q and in its annual report on Form 10-K the number of Placement Securities sold through the Sales Agent and any Alternative Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent and any Alternative Sales Agent with respect to such Placement Securities.

  • Disclosure of Agreement The terms of this Settlement Agreement will be treated as confidential by the parties hereto until accepted by the Hearing Panel, and forever if, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel, except with the written consent of both the Respondent and Staff or as may be required by law.

  • Disclosure of Information Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

  • Disclosure of Confidential Information Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 25.14 (Relationship with the Lenders)); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

  • Disclosure of Material Matters Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, any Borrower's reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Disclosure of Agreements The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

  • Disclosure of Material Information The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

  • Disclosure of Terms The terms and conditions of the Transaction Documents and all exhibits and schedules attached hereto and thereto (collectively, the “Financing Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder.

  • DISCLOSURE OF FINANCIAL INFORMATION 26.1 The Customer represents and warrants that the financial information disclosed to us in his/its Application is an accurate representation of the Customer’s current financial condition. 26.2 The Customer represents and warrants that the Customer has very carefully considered the portion of the Customer’s assets which the Customer considers to be risk capital. 26.3 The Customer recognizes that risk capital is the amount of money the Customer is willing to put at risk and the loss of it would not, in any way, change the Customer’s lifestyle. 26.4 The Customer agrees to immediately inform us if the Customer’s financial condition changes in such a way to reduce the Customer’s net worth, liquid assets and/or risk capital.

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