EXCHANGE OF INFORMATION AND CONFIDENTIALITY. ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY.
8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon.
8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT.
8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to b...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement.
6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure.
6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is bound by written obligations of confidentiality and non-use (i) at least as restrictive as those set forth in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations.
6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof:
(a) information which at the time of disclosure is in the public domain; or
(b) information which, after its disclosure, becomes part of the public domain by publicatio...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each party, shall:
7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement;
7.1.2 safeguard the respective Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; and
7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party.
7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which:
7.2.1 the Receiving Party can demonstrate by written records was previously know to it;
7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party;
7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party;
7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or
7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency;
7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential.
7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. The competition authority of a Party, upon request of the competition authority of the other Party, shall endeavor to provide non-confidential information to facilitate effective enforcement of their respective competition legislation, provided that it does not affect any ongoing investigation and is compatible with the legislation of each Party.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. Article VII of the Separation and Distribution Agreement is hereby incorporated herein by reference.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 1. With a view to facilitating the effective application of their competition laws in order to eliminate the negative effects of anti-competitive business conduct relating to goods and services, the Parties are encouraged to exchange information.
2. All exchange of information shall be subject to the rules and standards of confidentiality applicable in the territory of each Party. No Party shall be required to provide information when this is contrary to its laws regarding disclosure of information. Each Party shall maintain the confidentiality of any information provided to it according to the limitations that the submitting Party requests for the use of such information. Where the laws of a Party so provide, confidential information may be provided to their respective courts of justice.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. With a view to facilitating the effective application of their respective competition laws, the competition authorities may exchange non-confidential information.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI.
6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field.
6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employe...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 10.1 During the term of this Agreement, Eisai shall promptly inform Radius of Eisai Know-How that may become known to it and information that it obtains or develops regarding the utility or safety of Compound or Product. During the term of this Agreement, Radius shall promptly inform Eisai of Radius Know-How and information that Radius obtains, knows or develops regarding Compound or Product.
10.2 During the term of this Agreement and for ten (10) years thereafter, Eisai and Radius shall not use for any purpose other than this Agreement and shall not reveal or disclose to third parties the subject matter of this Agreement and any confidential information received as confidential from the other Party or otherwise developed by either Party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other Party. This limitation shall not apply to information in the event and to the extent that receiving Party can demonstrate by competent written proof that such information
(i) was in the possession of receiving Party at the time of disclosure by the disclosing Party;
(ii) was publicly known prior to the time of disclosure to receiving Party;
(iii) became publicly known after disclosure to receiving Party through no action or inaction of receiving Party;
(iv) was independently discovered or developed by receiving Party without the aid, application, or use of information received from the disclosing Party;
(v) was obtained with prior written consent of providing Party which allows disclosure; or
(vi) is required by law, regulation or court order to be disclosed; provided that receiving Party agrees to provide providing Party with prompt notice of such request so that providing Party will have an opportunity to limit obtain appropriate protective order regarding such disclosure. Receiving Party agrees to cooperate with providing Party at providing Party’s expense, in any lawful effort to contest the requirement of such
