Mutual Disclosure. Each Party hereto agrees to promptly furnish to each other Party hereto its public disclosures and filings not precluded from disclosure by Law including but not limited to call reports, Form 8-K, Form 10-Q and Form 10-K filings, Y-3 applications, reports on Form Y-6, quarterly or special reports to shareholders, Tax returns, Form S-8 registration statements and similar documents.
Mutual Disclosure. 2.1 When a staff member holding appointments in both the University and the Hospital makes or creates an Invention, he/she shall disclose it to one of the Parties, in accordance with the inventions and intellectual property policies of that Party. If the disclosure indicates that, in the process of creating the Invention, the individual used, in any way, facilities owned, operated or administered by the other Party and/or has received personal financial compensation from the other party and/or received funds from the other party that contributed to the direct costs of the project that resulted in the Invention, the Party to which the disclosure has been made will provide a copy of the disclosure to the other Party as soon as possible.
2.2 No Party shall enter into a research agreement or contract which imposes any obligation or liability on the other Party, including a commitment of the personnel, students or facilities of the other Party or an obligation with respect to the past, present or future intellectual property rights of the other Party, without the express, written consent of the other Party. The Party wishing to enter into such a research agreement or contract shall provide a copy of the proposed research agreement or contract, in confidence, to the other Party and shall consult fully with respect to the obligation or liability that would be imposed on the other Party.
2.3 For the purpose of this IP Agreement, undergraduate and graduate Students, clinical and research fellows, and postdoctoral fellows will be treated in the same fashion as staff members holding appointments in both the University and the Hospital in all respects.
2.4 Any Invention disclosure disclosed by either Party to the other under this IP Agreement shall be treated as confidential by the receiving Party unless the disclosing Party indicates in writing that it is non-confidential.
Mutual Disclosure. Initially, ArQule will identify the Chemical Theme of each Mapping Array™ but not the structures of the individual ArQule Compounds in the Mapping Arrays. Monsanto may screen the Mapping Arrays™ against any Targets within the Field during the term of this Agreement. Initially, Monsanto will not disclose the Targets screened. If Monsanto detects any Active ArQule Compound in a Mapping Array™, ArQule will disclose (a) the structure of each Active ArQule Compound and (b) the structures, but not the locations in the Mapping Array™, of all other ArQule Compounds in the Mapping Array™ and Monsanto will disclose (a) the identity of the Target and (b) the level of activity. All such disclosed information shall be treated as Confidential Information by the receiving Party. Monsanto may subsequently request that the Research Committee designate such Active ArQule Compound and up to five Active Homologs thereof as a Licensed Compound. In such event, ArQule will promptly notify the Research Committee if, as of the date of such request, any such Active ArQule Compound or such Active Homolog thereof (i) has been licensed to a third party, (ii) is included in an existing ArQule Internal Discovery Program and ArQule has previously notified Monsanto of the inclusion of such compound in an ArQule Internal Discovery Program pursuant to the terms of Section 3.2.6, or (iii) is included within a Directed Array™ Program for a third party, in which case such Active ArQule Compound or Active Homolog thereof may not be designated as a Licensed Compound. Unless (i) the Active ArQule Compound or Active Homolog thereof has been licensed to a third party in the Field, (ii) is included in an existing ArQule Internal Discovery Program and ArQule has previously notified Monsanto of the inclusion of such compound in an ArQule Internal Discovery Program pursuant to the terms of Section 3.2.6, or (iii) is included within a Directed Array™ Program for a third party in the Field, the Research Committee shall designate such Active ArQule Compound and such Active Homologs thereof as a Licensed Compound. Monsanto may, by written notice to ArQule given within thirty (30) days of the determination by the Research Committee that any such Active ArQule Compound and such Active Homologs thereof should properly be designated as a Licensed Compound, elect to either (i) further develop any such Active ArQule Compound and such Active Homologs thereof itself or through a third party, or (ii) subject to the...
Mutual Disclosure significance will be promptly disclosed to the other party at the earliest practicable time.
Mutual Disclosure. Initially, ArQule will identify the Chemical Theme of each Mapping Array(TM) but not the structures of the individual ArQule Compounds in the Mapping Arrays. Monsanto may screen the Mapping Arrays(TM) against any Targets within the Field during the term of this Agreement. Initially, Monsanto will not disclose the Targets screened. If Monsanto detects any Active ArQule Compound in a Mapping Array(TM), ArQule will disclose (a) the structure of each Active ArQule Compound and (b) the structures, but not the locations in the Mapping Array(TM), of all other ArQule Compounds in the Mapping Array(TM) and Monsanto will disclose (a) the identity of the Target and (b) the level of activity. All such disclosed information shall be treated as Confidential Information by the receiving Party. Monsanto may subsequently request that the Research Committee designate such Active ArQule Compound and up to five Active Homologs thereof as a Licensed Compound. In such event, ArQule will promptly notify the Research Committee if, as of the date of such request, any such Active ArQule Compound or such Active Homolog thereof (i) has been licensed to a third party, (ii) is included in an existing ArQule Internal Discovery Program and ArQule has previously notified Monsanto of the inclusion of such compound in an ArQule Internal Discovery Program * Confidential information omitted and filed with the Commission.
Mutual Disclosure. Each of Xxxxx and Takeda shall promptly and fully disclose to the other in writing reasonably detailed written reports describing any Program Intellectual Property that may be Covered by Patent Rights, under the applicable U.S. patent laws, (whether to be owned jointly by the parties or solely by a party), regardless of the place of invention . Within [***] following the date of disclosure regarding the existence of Program Intellectual Property that may be Covered by Patent Rights, the parties shall mutually confirm the inventorship and ownership of the Program Intellectual Property in accordance with Section 2.2(b) and, in the case of the Joint Program Intellectual Property, the parties shall confer and mutually agree as to appropriate protection for such Joint Program Intellectual Property, including an application, preparation, prosecution and maintenance strategy. Notwithstanding the provisions of this Section 9.1(a), neither party shall file any Patent Right relating to Program Intellectual Property without prior written mutual confirmation of inventorship and ownership in accordance with the immediate previous sentence nor any Joint Patent Right relating to Joint Program Intellectual Property without the other party’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned).
Mutual Disclosure. (a) Each Party hereto agrees, upon request from the other Party, to promptly furnish to each other Party hereto its public disclosures and filings not precluded from disclosure by Law including but not limited to call reports, Form 8-K, Form 10-Q and Form 10-K filings, Y-3 applications, reports on Form Y-6, quarterly or special reports to shareholders, Tax returns, Form S-4 and S-8 registration statements and similar documents;
(b) promptly upon receipt thereof, each Party agrees to furnish to the other Party copies of all audit reports submitted to such Party by independent auditors in connection with each annual, interim or special audit of the books of such Party made by such accountants; and
(c) as soon a practicable, copies of all such financial statements and reports as each Party shall send to its stockholders and of such regular and periodic reports as each Party may file with the SEC or any other Agency shall be delivered to the other Party.
Mutual Disclosure. The signatories agree to share new legal, medical or other information pertinent to the service being provided, as it becomes available.
Mutual Disclosure. The NHL and NHLPA shall provide prompt, mutual disclosure in accordance with Exhibit 3 of any loan agreements with clubs outside North America, amateur tryout agreements and professional tryout agreements in their possession for the then current and prior season, both as they may relate to NHL Clubs and/or their AHL or other minor league affiliates.
Mutual Disclosure. Each Party hereto agrees to promptly furnish to each other Party hereto its public disclosures and filings not precluded from disclosure by Law including but not limited to call reports, applications, reports to Agencies, quarterly or special reports to shareholders, Tax returns, registration statements relating to the issuance of securities and similar documents.
