Joint Defense Materials Sample Clauses

Joint Defense Materials. The Parties and Defense Counsel may from time to time share certain confidential information relating to the defense of the Future Stanline Asbestos Claims (the “Joint Defense Materials”). Joint Defense Materials may include, but are not limited to, factual material, mental impressions, conclusions, opinions, legal theories, documents, memoranda, notes, data and reports prepared by consultants, experts or investigators acting on behalf of counsel, strategies, client confidences, witness interview summaries and investigative reports which would otherwise be protected from disclosure to third parties by virtue of the joint defense, common interest, attorney-client and/or work-product privileges. The Parties further agree that: (a) Joint Defense Materials exchanged or disclosed may contain confidential and privileged communications; (b) Joint Defense Materials exchanged or disclosed may contain attorney work-product; and (c) Joint Defense Materials will be used by the Parties solely for the purpose of jointly defending the Future Stanline Asbestos Claims. * Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.
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Joint Defense Materials. The Parties may, in their sole and absolute discretion, determine that the sharing and disclosure of certain information with the other Parties and their legal counsel may be in furtherance of their common legal interests in the defense of the IPR Proceeding. Such disclosures may entail confidential attorney-client communications, opinion work product, and ptivileged work product materials (collectively referred to as the "Joint Defense Materials"). The Joint Defense Materials may be disclosed orally, in writing, electronically or in any other format and may include, without limitation, factual information, mental impressions, legal research and analysis, strategy, communications, inte1view reports, memorandum, reports of experts and consultants, discovery materials, meetings between counsel and/or the Parties and/or their employees or representatives, meetings with potential witnesses or experts, and any other information relevant to the Parties' common interests in the defense of the IPR Proceeding. All information and communications exchanged or shared between the Parties pursuant to this Agreement shall constitute Joint Defense Materials and will be subject to this Agreement. With respect to all tangible Joint Defense Materials, the Parties shall endeavor to mark such materials as "Privileged Joint Defense Materials" prior to any disclosure thereof. However, the failure by any Party to mark any Joint Defense Materials will not be deemed a waiver of the joint defense privilege. For purposes of this Agreement, the term "Counsel" shall include both outside and in-house counsel for the Parties. This Agreement and the identity of the Parties hereto shall be deemed to constitute Joint Defense Materials.
Joint Defense Materials. At the resolution or conclusion of the Proceeding, upon written request of the Party that provided or generated Defense Materials, all such Defense Materials, and any materials derived therefrom, including and from all electronic files and memory devices, promptly shall be destroyed or returned by a receiving Party; provided, however, that Parties shall not be required to return or destroy their own work product, including, without limitation, notes or memoranda of communications with the other Parties, or witness interviews conducted jointly with the other Parties. In the absence of such request, the Parties’ Counsel may retain work product, notes, memoranda of communications, and other documents developed or derived from or containing such Defense Materials, subject to the confidentiality provisions in this Agreement, and provided that those materials will not be used for any purpose without the prior express written consent of the other Party.
Joint Defense Materials. The Parties and Defense Counsel may from time to time share certain confidential information relating to the defense of the Future Stanline Asbestos Claims (the “Joint Defense Materials”). Joint Defense Materials may include, but are not limited to, factual material, mental impressions, conclusions, opinions, legal theories, documents, memoranda, notes, data and reports prepared by consultants, experts or investigators acting on behalf of counsel, strategies, client confidences, witness interview summaries and investigative reports which would otherwise be protected from disclosure to third parties by virtue of the joint defense, common interest, attorney-client and/or work-product privileges. The * Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Parties further agree that: (a) Joint Defense Materials exchanged or disclosed may contain confidential and privileged communications; (b) Joint Defense Materials exchanged or disclosed may contain attorney work-product; and (c) Joint Defense Materials will be used by the Parties solely for the purpose of jointly defending the Future Stanline Asbestos Claims.

Related to Joint Defense Materials

  • Course Materials The adoption of any course materials, print or electronic, after a Course Agreement is signed will require an agreed and signed addendum.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Product Data Illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by Developer to illustrate a material, product, or system for some portion of the Work.

  • Third Party Information I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Product Information EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 12, this Section 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.

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