Common use of Licensor Confidential Information Clause in Contracts

Licensor Confidential Information. Company agrees that, without the prior written consent of Yissum, in each case, during the term of this Agreement, and for three (3) years thereafter, it will keep confidential, and not disclose or use Yissum Confidential Information (as defined below) other than for the purposes of this Agreement or as detailed below. Company shall treat such Yissum Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. Company may disclose the Yissum Confidential Information only to employees, consultants or researchers of Company or of its affiliates who have a “need to know” such information in order to enable Company to exercise its rights or fulfill its obligations under this Agreement and provided such parties are legally bound by agreements which impose confidentiality and non-use obligations comparable to those set forth in this Agreement. For purposes of this Agreement. “Yissum Confidential Information” means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidential or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of Yissum, or any of its employees, consultants or researchers to Company, whether in oral, written, graphic or machine-readable form, except to the extent such information: (i) was known to Company at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum or any of its employees, consultants or researchers, as evidenced by Company’s written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) is lawfully and in good faith made available to Company by a third party who is not subject to obligations of confidentiality to Yissum with respect to such information; (iv) is independently developed by Company without the use of or reference to Yissum Confidential Information, as demonstrated by documentary evidence, or (v) is disclosed pursuant to a court or administrative order, provided however that Company will first notify Yissum of any such order and afford Yissum the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary in this Section 7.1, Company may disclose Yissum Confidential Information to actual and potential business partners, collaborators, investors, contractors, service providers and consultants, provided, in each case, that such recipient of Confidential Information first enters into a legally binding agreement with Company which imposes confidentiality and non-use obligations with respect to Confidential Information comparable to those set forth in this Agreement for a period of at least five (5) years from the date of disclosure of Yissum Confidential Information to such recipient.

Licensor Confidential Information. Company BioLine agrees that, without the prior written consent of YissumLicensor, in each case, during the term of this Agreement, Agreement and for three (3) a period of 5 years thereafterfrom date of disclosure, it will keep confidential, and not disclose or use Yissum Licensor Confidential Information (as defined below) other than for the purposes of this Agreement or as detailed belowAgreement. Company BioLine shall treat such Yissum Licensor Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. Company BioLine may disclose the Yissum Licensor Confidential Information only (a) to employees, employees and consultants or researchers of Company BioLine or of its affiliates Affiliates or Sublicensees who have a “need to know” such information in order to enable Company BioLine to exercise its rights or fulfill its obligations under this Agreement and provided such parties are legally bound by agreements which impose confidentiality and non-use obligations comparable to those set forth in this Agreement, and (b) to actual and potential business partners, collaborators, investors, contractors, service providers and consultants, provided, however, in each case, that such recipient of Confidential Information first enters into a legally binding agreement with BioLine which (i) imposes confidentiality and non-use obligations with respect to Confidential Information comparable to those set forth in this Agreement; and (ii) has a minimum term of 5 years from date of signature of the binding agreement. For purposes of this Agreement. , “Yissum Licensor Confidential Information” means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidential or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of Yissum, the Licensor or any of its employees, consultants researchers or researchers students to CompanyBioLine, whether in oral, written, graphic or machine-readable form, except to the extent such information: (i) was known to Company BioLine at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum the Licensor or any of its employees, consultants or researchersresearchers to students, as evidenced by CompanyBioLine’s written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement, as evidenced by BioLine’s written records at the time of disclosure; (iii) is lawfully and in good faith made available to Company BioLine by a third party who is not subject to obligations of confidentiality to Yissum the Licensor with respect to such information, as evidenced by BioLine’s written records at the time of disclosure; or (iv) is independently developed by Company BioLine without the use of or reference to Yissum the Licensor Confidential Information, as demonstrated by documentary evidence, or (v) is disclosed pursuant to a court or administrative order, provided however that Company will first notify Yissum of any such order and afford Yissum the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary in this Section 7.1, Company may disclose Yissum Confidential Information to actual and potential business partners, collaborators, investors, contractors, service providers and consultants, provided, in each case, that such recipient of Confidential Information first enters into a legally binding agreement with Company which imposes confidentiality and non-use obligations with respect to Confidential Information comparable to those set forth in this Agreement for a period of at least five (5) years from the date of disclosure of Yissum Confidential Information to such recipient.