Common use of Limited Disclosure Clause in Contracts

Limited Disclosure. PTI and King each agree that any disclosure of the other Party's Confidential Information to any officer, employee, Consultant, agent, or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the License Agreement. PTI and King each further agrees not to disclose or transfer the other Party's Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party's Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Limited Disclosure. PTI Palatin and King each agree that any disclosure of the other Party's ’s Confidential Information or any transfer of the other Party’s Proprietary Materials to any officer, employee, Consultant, agent, agent or Affiliate of PTI Palatin or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement or the License Agreement. PTI Palatin and King each further agrees agree not to disclose or transfer the other Party's ’s Confidential Information or Proprietary Materials to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party's each other’s Confidential Information and Proprietary Materials as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential InformationInformation and Proprietary Materials, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party receiving party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Proprietary Information and Confidential Information Materials disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 sixty (60) days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information and Proprietary Materials of the other Party relating to any license or right to use Technology that which survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Limited Disclosure. PTI MBX, ADM Sub and King the Joint Sales Company each agree that any disclosure of the other another Party's Confidential Information or any transfer of another Party's Proprietary Materials to any officer, employee, Consultantconsultants or agents of MBX, agentADM Sub, or Affiliate the Joint Sales Company or any of PTI or King, as the case may betheir respective Affiliates, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities. MBX, ADM Sub and the Joint Sales Company each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the preceding sentence shall only be made to persons such of the recipient Party's employees, consultants, agents and Affiliates who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement or the License Agreement. PTI MBX, ADM Sub and King the Joint Sales Company each further agrees agree not to disclose or transfer the other Party's Confidential Information or Proprietary Materials to any Third Parties third parties under any circumstance without the prior written approval from the relevant other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and or except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party's Confidential Information and Proprietary Materials as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential InformationInformation and Proprietary Materials, using a level of care that shall not under any circumstances be and in no event, less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other another Party, will return all the of such other Party's Proprietary Information and Confidential Information Materials disclosed or transferred to it by the other Party pursuant to this AgreementAgreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within 60 days two (2) months of the request or, if earlier, within two (2) weeks of the termination or expiration of this Agreement; provided provided, however, that a Party may retain Confidential Information and Proprietary Materials of the other Party relating to any license or right to use Technology that which survives such termination and one copy of all other Confidential * CONFIDENTIAL TREATMENT REQUESTED Information may be retained in inactive archives its legal files solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934monitoring compliance with this Article 13.

Limited Disclosure. PTI MBX, ADM Sub and King the Joint Sales Company each agree that any disclosure of the other another Party's Confidential Information or any transfer of another Party's Proprietary Materials to any officer, employee, Consultantconsultants or agents of MBX, agentADM Sub, or Affiliate the Joint Sales Company or any of PTI or King, as the case may betheir respective Affiliates, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities. MBX, ADM Sub and the Joint Sales Company each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the preceding sentence shall only be made to persons such of the recipient Party's employees, consultants, agents and Affiliates who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement or the License Agreement. PTI MBX, ADM Sub and King the Joint Sales Company each further agrees agree not to disclose or transfer the other Party's Confidential Information or Proprietary Materials to any Third Parties third parties under any circumstance without the prior written approval from the relevant other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and or except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party's Confidential Information and Proprietary Materials as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential InformationInformation and Proprietary Materials, using a level of care that shall not under any circumstances be and in no event, less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other another Party, will return all the of such other Party's Proprietary Information and Confidential Information Materials disclosed or transferred to it by the other Party pursuant to this AgreementAgreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within 60 days two (2) months of the request or, if earlier, within two (2) weeks of the termination or expiration of this Agreement; provided provided, however, that a Party may retain Confidential Information and Proprietary Materials of the other Party relating to any license or right to use Technology that which survives such termination and one copy of all other Confidential Information may be retained in inactive archives its legal files solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934monitoring compliance with this Article 13.

Limited Disclosure. PTI MBX and King ADM Sub each agree that any disclosure of the any other Party's Confidential Information or any transfer of any other Party's Proprietary Materials to any officer, employee, Consultant, agent, officer or Affiliate employee of PTI any other Party or King, as the case may be, any of its Affiliates shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, . MBX and ADM Sub each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the preceding sentence shall only be made to persons such of the recipient Party's officers, employees aid Affiliates who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement or the License Agreement. PTI MBX and King ADM Sub each further agrees agree not to disclose or transfer the any other Party's Confidential Information information or Proprietary Materials to any Third Parties third parties under any circumstance without the prior written approval from the relevant other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and or except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party's other Parties' Confidential Information and Proprietary Materials as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential InformationInformation and Proprietary Materials, using a level of care that shall not under any circumstances be and in no event, less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. * CONFIDENTIAL TREATMENT REQUESTED Each Party, upon the request of the any other Party, will return all the Proprietary Information and Confidential Information Materials disclosed or transferred to it by the such other Party pursuant to this AgreementAgreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within 60 days two (2) months of the request or, if earlier, within two (2) weeks of the termination or expiration of this Agreement; provided howeverPROVIDED, HOWEVER, that a Party may retain Confidential Information Information, and Proprietary Materials of the other another Party relating to any license or right to use Technology that which survives such termination and one copy of all other Confidential Information may be retained in inactive archives its legal files solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934monitoring compliance with this Article 7.

Limited Disclosure. PTI WARATAH and King ELAN each agree agrees that any disclosure of the other Party's its Confidential Information or any transfer of Proprietary Materials may be made by a Receiving Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such Receiving Party to enable such Receiving Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, WARATAH and ELAN each agrees that the confidentiality thereof and not to use such Receiving Party may disclose its Confidential Information except as expressly permitted by this Agreement or (a) on a need-to-know basis to the License Agreement. PTI and King each further agrees not to disclose or transfer the other Receiving Party's Confidential Information legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Receiving Party's rights hereunder, (ii) debt or equity financing of such Receiving Party or (iii) Change of Control involving such Receiving Party, (c) to any Third Parties under Party that is or may be engaged by such Receiving Party to perform services in connection with the Development Program, and (d) for any circumstance without other purpose with the prior Disclosing Party's written approval from the other Party (such approval consent, not to be unreasonably withheld), except as otherwise required by lawconditioned or delayed; provided, that, (A) in the case of subsections (b)(i) and (iii) and (c) above, the Receiving Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less stringent than those contained in the Confidentiality Agreement between the Parties, and except as otherwise expressly permitted by this (B) in the case of subsections (a) and (b)(ii) above, the Receiving Party uses good faith efforts to enter into a Confidentiality Agreement or with the License Agreementapplicable Third Party with terms no less stringent than those contained in the Confidentiality Agreement between the Parties. Each Further each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve agrees that the confidentiality of Receiving Party may disclose the Disclosing Party's Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights in accordance with this Agreement; (B) as necessary to Develop and Commercialize the Product under this Agreement; and (C) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (C), the Receiving Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure and (2) if requested by the informationDisclosing Party, and the Receiving Party must limit the disclosure to the minimum that will comply cooperate in all reasonable respects with the order. Each Disclosing Party, upon the request of the other Party, will return all the Confidential Information disclosed 's efforts to obtain confidential treatment or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating protective order with respect to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for disclosure, at the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934Disclosing Party's expense.

Limited Disclosure. PTI MBX and King ADM Sub each agree that any disclosure of the any other Party's Confidential Information or any transfer of any other Party's Proprietary Materials to any officer, employee, Consultant, agent, officer or Affiliate employee of PTI any other Party or King, as the case may be, any of its Affiliates shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, . MBX and ADM Sub each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the preceding sentence shall only be made to persons such of the recipient Party's officers, employees aid Affiliates who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement or the License Agreement. PTI MBX and King ADM Sub each further agrees agree not to disclose or transfer the any other Party's Confidential Information information or Proprietary Materials to any Third Parties third parties under any circumstance without the prior written approval from the relevant other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and or except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party's other Parties' Confidential Information and Proprietary Materials as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential InformationInformation and Proprietary Materials, using a level of care that shall not under any circumstances be and in no event, less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the any other Party, will return all the Proprietary Information and Confidential Information Materials disclosed or transferred to it by the such other Party pursuant to this AgreementAgreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within 60 days two (2) months of the request or, if earlier, within two (2) weeks of the termination or expiration of this Agreement; provided provided, however, that a Party may retain Confidential Information Information, and Proprietary Materials of the other another Party relating to any license or right to use Technology that which survives such termination and one copy of all other Confidential Information may be retained in inactive archives its legal files solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934monitoring compliance with this Article 7.

Limited Disclosure. PTI and King each agree that any disclosure of the other Party's Confidential Information to any officer, employee, Consultant, agent, or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the License Collaboration Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the License Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party's Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the License Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party's Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.