Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. Subject to the other provisions of this Article 11: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection as such Receiving Party maintains its own confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party to its and its Affiliates’ employees, directors, agents, contractors (to the extent permitted hereunder), consultants and advisers of the Receiving Party, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations); provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 117: (a) during the Term and for [ * ] thereafter, all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but in any event no less than reasonable efforts; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and; (c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees and Sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of performing its obligations or exercising its rights under this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the terms and conditions of this Agreement will be considered Confidential Information of both Parties.

Duty of Confidence. Subject to the other provisions of this Article 116: (a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the other recipient Party (the “Receiving Party”) and its Affiliates), in the same manner and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees and sublicensees; and (ii) employees, directors, LLC members, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, licensees and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject During the term of this Agreement and for a period of [***] thereafter, subject to the other provisions of this Article ‎ARTICLE 11: (a) all Confidential Information of a disclosing Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement and Program Confidential Information shall be maintained in confidence and otherwise safeguarded by the other receiving Party (the “Receiving Party”) and its Affiliates, using Commercially Reasonable Efforts, but in any event through the same manner use of reasonable precautions and with protective measures no less than those employed by the same protection as such Receiving receiving Party maintains in safeguarding and maintaining the confidence of its own confidential information; (b) the Receiving receiving Party may only use any such Confidential Information and Program Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement, or as permitted under this Agreement (for example, pursuant to Section ‎10.2.3 (Ownership of Program IP); and (c) the Receiving receiving Party may disclose Confidential Information of the Disclosing other Party to or Program Confidential Information to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving Partyreceiving Party and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, performing its obligations or exercising its rights under this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such the Confidential Information and to use the or Program Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 11Section 6.1, for a period of [***] years after the Effective Date: (ai) all Confidential Information of a The Receiving Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained maintain in confidence and otherwise safeguarded by safeguard the other Party (the “Receiving Disclosing Party”) and its Affiliates, ’s Confidential Information in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but in any event no less than reasonable efforts; (bii) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (ciii) the Receiving Party may only disclose the Disclosing Party’s Confidential Information of the Disclosing Party to its Affiliates (and, in the case of Company as the [***] = CONFIDENTIAL TREATMENT REQUESTED Receiving Party, its licensees and sublicensees) and its Affiliates’ employees, directors, agents, contractors (to the extent permitted hereunder), consultants and advisers of the Receiving Partytheir respective Representatives, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of performing its obligations or exercising its rights under this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 11: (a) Clause 14, all Confidential Information of provided by a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall to the other Party (the “Recipient Party”) will be maintained by the Recipient Party in confidence and otherwise safeguarded by the Recipient Party. The Recipient Party may only use the Information strictly for the purposes of this License Agreement and pursuant to the rights and obligations of such Recipient Party under this License Agreement. Subject to the other provisions of this Clause 14, each Party shall hold as confidential such Information of the other Party or such Party’s Affiliates (in the “Receiving Party”case of Novartis, where Affiliates of Novartis disclose Information) and its Affiliates, in the same manner and with the same protection as such Receiving recipient Party maintains its own confidential information; (b) . Subject to the Receiving other provisions of this Clause 14, a Party may only use any such Confidential disclose Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party to its and its Affiliates’ employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of such Party and its Affiliates, and in the Receiving Partycase of Adlai Nortye, in each case Adlai Nortye may also disclose to its sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)License Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this License Agreement.

Duty of Confidence. Subject During the term of this Agreement and for a period of [***] thereafter, subject to the other provisions of this Article ARTICLE 11: (a) all Confidential Information of a disclosing Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement and Program Confidential Information shall be maintained in confidence and otherwise safeguarded by the other receiving Party (the “Receiving Party”) and its Affiliates, using Commercially Reasonable Efforts, but in any event through the same manner use of reasonable precautions and with protective measures no less than those employed by the same protection as such Receiving receiving Party maintains in safeguarding and maintaining the confidence of its own confidential information; (b) the Receiving receiving Party may only use any such Confidential Information and Program Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement, or as permitted under this Agreement (for example, pursuant to Section 10.2.3 (Ownership of Program IP); and (c) the Receiving receiving Party may disclose Confidential Information of the Disclosing other Party to or Program Confidential Information to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving Partyreceiving Party and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, performing its obligations or exercising its rights under this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such the Confidential Information and to use the or Program Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 11: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information;; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 11: : (a) during the Term and for [*] years thereafter, all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information; , but in any event no less than reasonable efforts; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees and Sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of performing its obligations or exercising its rights under this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the terms and conditions of this Agreement will be considered Confidential Information of both Parties.

Duty of Confidence. Subject to the other provisions of this Article 11: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but in any event no less than reasonable efforts; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees, sublicensees and permitted assignees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, licensees, sublicensees and permitted assignees, in each case of (i) and (ii) to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 119: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Commercially Reasonable Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 1110: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but in any event no less than reasonable efforts; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees, sublicensees and permitted assignees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, licensees, sublicensees and permitted assignees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. ​ 9.1.1 Subject to the other provisions of this Article 11: (a) Clause 9 all Confidential Information of disclosed by a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall (the "Disclosing Party") will be maintained in confidence and otherwise safeguarded by the Party receiving such Confidential Information (the "Recipient Party"). The Recipient Party may only use the Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the Recipient Party under this Agreement. Subject to the other provisions of this Clause 9, each Party and its Affiliates shall hold as confidential such Confidential Information of the other Party (the “Receiving Party”) and or its Affiliates, Affiliates in the same manner and with the same protection as such Receiving Recipient Party maintains its own confidential information; (b) information but in no event with less than a reasonable degree of care. Subject to the Receiving other provisions of this Clause 9, a Recipient Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party to its and its Affiliates’ employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving Party, in each case Recipient Party and its Affiliates and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided provided, that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.. ​

Duty of Confidence. Subject to the other provisions of this Article 11: (a) Clause 20, all Confidential Information of disclosed by a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party and, as the Party shall cause, its Affiliates. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Clause 20, the recipient Party and its Affiliates shall hold as confidential such Confidential Information of the other Party (the “Receiving Party”) and or its Affiliates, Affiliates in the same manner and with the same protection as such Receiving the recipient Party maintains its own confidential information; (b) , but in any event with no less than reasonable protections which are customary in the Receiving biopharmaceutical industry. Subject to the other provisions of this Clause 20 and Clause 23, a recipient Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to its Affiliates and its Affiliates’ licensees or sub-licensees and their respective employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants consultants, and advisers of the Receiving Partyadvisers, in each case case, solely to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)and, in the case of NOVARTIS, in connection with the Manufacture of the Product outside the Territory; provided provided, that any such Persons are is bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 11: (a) , all Confidential Information of disclosed by a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall will be maintained in confidence and otherwise safeguarded by the other recipient Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection as such Receiving Party maintains its own confidential information; (b) the Receiving . The recipient Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other this Agreement and pursuant to the rights granted to the recipient Party under this Agreement; and . Subject to the other provisions of this Article 11, the recipient Party and its Affiliates shall hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection (cin no case less than reasonable care) as such recipient Party maintains its own confidential information. Subject to the Receiving other provisions of this Article 11, a recipient Party may only disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising Agreement, and, in the case of Conatus, pursuant to Conatus’ retained rights and fulfilling obligations)hereunder; provided that such Persons persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 1113: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; andand [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 1112: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.