Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information: 4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; 4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; 4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; 4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records; 4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals; 4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or 4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years. 4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 5 contracts
Samples: Exclusive Patent License and Research Collaboration Agreement, Exclusive Patent License and Research Collaboration Agreement, Exclusive Patent License and Research Collaboration Agreement (Cue Biopharma, Inc.)
Nondisclosure Obligation. All (a) For the Term of this Agreement and three years thereafter, the Party receiving the Confidential Information disclosed by one Party to of the other Party hereunder (such receiving Party, the “Receiving Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, officers, directors, employees, agents, consultants and/or independent contractors (including subcontractors and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party Manufacturers) of such Receiving Party who may lawfully do so need to know the Confidential Information in connection with this Agreement and is are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the purposes of this Agreement.
(b) It shall not under an obligation be considered a breach of confidentiality to this Agreement if the disclosing Party;
4.1.4 is developed by the receiving Receiving Party independently of discloses Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance comply with Article 7 herein a lawfully issued court or to gain governmental order or maintain approval to conduct clinical trials on Compound with a requirement of Applicable Law or Product or to market Product, but the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure may be only requirement to the extent reasonably necessary Disclosing Party and cooperates with Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors confidential treatment for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) yearsdisclosed Confidential Information.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 4 contracts
Samples: Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD), Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD), Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD)
Nondisclosure Obligation. 10.1.1. All Confidential Information disclosed by one Party to the other Party hereunder under this Agreement, Stock Purchase Agreement and any Investor Agreement shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes known to the public domain through no fault breach of this Agreement, Stock Purchase Agreement or any Investor Agreement by the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is 10.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 10.1.3 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement, Stock Purchase Agreement or any Investor Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, Stock Purchase Agreement or any Investor Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors or other regulatory agencies Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, Stock Purchase Agreement or any Investor Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 10.1; (ii) Governmental Authorities or other Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound exploit its rights under this Agreement, Stock Purchase Agreement or Product or to market Productany Investor Agreement, but provided that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary do so; (iii) the extent required by Merck to be disclosed to Related PartiesLaw, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound including by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members rules or regulations of the Board United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective any stock exchange or listing entity; (iv) (a) any bona fide investors, and prospective merger and/or acquisition partners (actual CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “Representatives”) on the following conditions: [***]”. Any combination A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. or prospective underwriters, investors, lenders or acquirers of features a Party or disclosures shall not be deemed substantially all its assets and to fall within consultants and advisors of such Third Party, and (b) any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such Third Party, in each case of (a) and (b) during bona fide business discussions provided that the foregoing exclusions merely because individual features are published receiving party of such information is under an obligation or available confidentiality with respect to such information that is no less stringent than the terms of this Section 10.1; and (v) to Third Parties to the general public or in extent a Party is required to do so pursuant to the rightful possession terms of an In-License existing as of the receiving Party unless Effective Date. Notwithstanding the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyforegoing, Voyager may not disclose [***]. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.210.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure. Notwithstanding Section 10.1.1, Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the 10.1. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order concludes that a copy of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions any of this Agreement, Stock Purchase Agreement to or any Investor Agreement must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. United States, such Party shall provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, shall provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and shall take such Party’s comments into consideration before filing such agreement.
10.1.3. Voyager acknowledges that Genzyme may use Confidential Information of Voyager for purposes of monitoring and administering its investment in Voyager, provided that (i) Genzyme hereby acknowledges to Voyager that Genzyme is aware that the United States securities laws prohibit any Person who has material, non-public information concerning a company from purchasing or abroadselling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities and (ii) Genzyme hereby acknowledges that it is aware of the sanctions under the United States securities laws attaching to misuse or such improper disclosure of any material, non-public information relating to Voyager.
10.1.4. Each Party recognizes that the value to the other Party of the transactions under this Agreement, Stock Purchase Agreement and the Investor Agreements depend, in part, on each Party protecting the secrecy of its Know-How. Therefore, without limiting any Party’s right’s right to license its Know-How, subject to the terms of this Agreement, Stock Purchase Agreement or any Investor Agreement, in any way it chooses, each Party shall use commercially reasonable efforts to protect the confidentiality of its Know-How as otherwise required by lawdetermined in such Party’s reasonable business judgment.
Appears in 4 contracts
Samples: Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.)
Nondisclosure Obligation. 11.1.1. All Confidential Information disclosed by one Party to the other Party hereunder shall under this Agreement will be maintained in confidence by the receiving Party and shall will not be disclosed to any a Third Party or used for any purpose except to exercise its licenses and other rights, to perform its obligations, or as otherwise set forth herein herein, without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes generally known to the public domain through no fault breach of this Agreement by the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Party.
4.1.5 is 11.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 11.1.3. below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement or the as may be reasonably required in order to perform its obligations and to exploit its licenses and other rights under this Agreement, and specifically to (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its licenses and other rights under this Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 11.1; (b) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement, but provided that such disclosure may Confidential Information will be disclosed only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary do so, and where permitted, subject to confidential treatment; (d) the extent required by Merck to be disclosed to Related PartiesLaw, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound including by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members rules or regulations of the Board United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners any stock exchange or listing entity (“Representatives”) on the following conditions: including as a result of an initial public offering by Surface); [***]. Any combination of features or disclosures shall not be deemed ] and (e) to fall within the foregoing exclusions merely because individual features are published or available Third Parties to the general public or in the rightful possession of the receiving extent a Party unless the combination itself and principle of operation are published or available is required to do so pursuant to the general public or in the rightful possession terms of the receiving Partyan In-License. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information of the other Party that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.211.1, such Party shall will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure. Notwithstanding Section 11.1.1, Confidential Information that is permitted or required to be disclosed by judicial or administrative process shall will remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.211.1.[***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawAS AMENDED.
Appears in 3 contracts
Samples: Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall will be maintained in confidence by the receiving Party and shall the receiving Party will not be disclosed disclose it to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such InformationConfidential Information is:
4.1.1 is known by the receiving Party a) information which, at the time of its receiptdisclosure is published, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 known publicly or is otherwise in the public domain by use and/or publication before its receipt from the disclosing Partydomain; or
b) information which, after disclosure, is published or thereafter enters becomes known publicly or otherwise becomes part of the public domain domain, through no fault of the receiving Party;; or
4.1.3 c) information which, prior to the time of disclosure, is subsequently known to the receiving Party, as evidenced by its written records; or
d) information which has been or is disclosed to the receiving Party in good faith by a Third Party who may lawfully do so and was not, or is not not, under an any obligation of confidentiality confidence or secrecy to the disclosing Party;
4.1.4 is developed by Party at the receiving time the Third Party independently of Information received from the disclosing Party, as documented by discloses it to the receiving Party’s business records;; or
4.1.5 is e) disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance comply with Article 7 herein applicable law or regulations, provided the receiving Party or its Affiliate provides to gain or maintain approval the disclosing Party prompt prior written notice of its obligation to conduct clinical trials on Compound or Product or to market Product, but make such disclosure may be only and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or
f) to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 it is deemed necessary by Merck Xxxxxxx or its Affiliate, in its reasonable judgment, to be disclosed to Related Partiesany Third Party for the research and Development, agent(s), consultant(s), Manufacturing and/or other Third Parties Commercialization of a Product (or for such entities to determine their interest in performing such activities) in accordance with this Agreement; provided that any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree Party agrees to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall will not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2section 8.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain remains otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2section 8.1, and the receiving Party shall co-operate with any reasonable attempts of the disclosing information pursuant Party to law or court order shall take all steps reasonably necessarylimit the disclosure required by law, including without limitation by obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawConfidential Information.
Appears in 3 contracts
Samples: License, Development and Commercialization Agreement (AC Immune SA), License, Development and Commercialization Agreement (AC Immune SA), License, Development and Commercialization Agreement (AC Immune SA)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s competent business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s competent business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck Agensys to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck Agensys and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement (including the exercise of licenses granted to Agensys hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use nonuse provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten five (105) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained no less protective than those set forth in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten five (105) years.
4.1.8 is deemed necessary by (h) in connection with a financing, merger, or acquisition, each Party shall have the receiving Party further right to disclose the material terms of this Agreement under a confidentiality obligation no less protective than those set forth in this Agreement.
(i) the Parties shall agree in advance with each other on the terms of this Agreement to be disclosed to such Party’s executives, management redacted in any Securities and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]Exchange Commission filings or any foreign equivalent regulatory filings. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.24.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.24.1, and the Party disclosing information Confidential Information pursuant to law Applicable Law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawConfidential Information.
Appears in 3 contracts
Samples: Research Collaboration and Exclusive License Agreement (Ambrx Biopharma Inc.), Research Collaboration and Exclusive License Agreement (Ambrx Biopharma Inc.), Research Collaboration and Exclusive License Agreement (Ambrx Inc)
Nondisclosure Obligation. All (a) For the Term and five (5) years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information disclosed by one Party to of the other Party hereunder (the “Disclosing Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Disclosing Party; provided, except however, the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault sublicensees) of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third such Receiving Party who may lawfully do so and is not under an obligation of confidentiality need to know the disclosing Party;
4.1.4 is developed Confidential Information in connection with exercising rights or performing obligations as contemplated by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on or any other written agreement between the condition that such Third Parties agree to be and are bound by confidentiality and non-use obligations that substantially are no less stringent than with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to Either Party may disclose the confidentiality terms and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions existence of this Agreement to be redacted any bona fide existing or potential investors, lenders and acquirers and the accountants and advisors of any of the foregoing who are bound by a written agreement (or in any filings made by the Parties case of attorneys or other professional advisors, formal ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement as Information in a manner that is consistent with the Securities terms and Exchange Commission conditions of this Agreement. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or similar performing obligations as contemplated by this Agreement or any other written agreement between the Parties.
(b) It shall not be considered a breach of this Agreement if the Receiving Party discloses Confidential Information or either Party discloses the terms and conditions of this Agreement in order to comply with a lawfully issued court or governmental agency in order or with a requirement of Applicable Laws or the U.S. rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or abroadobtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or as otherwise a protective order is not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required by lawto disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, including the Confidentiality Agreement, the terms of this ARTICLE 10 shall control to the extent of such conflict.
Appears in 2 contracts
Samples: License Agreement (Zai Lab LTD), License Agreement (Cullinan Oncology, LLC)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except that no information or data shall be considered Confidential Information to the extent that such Informationinformation or data:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (ii) is in the public domain or publicly known by use and/or publication before its receipt from the disclosing PartyParty (or, with respect to Joint Collaboration IP, before its development hereunder), or thereafter enters the public domain or becomes publicly known through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing PartyParty (including any Joint Collaboration IP), as documented by the receiving Party’s 's business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement, as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case who are obligated to keep such Confidential Information confidential on terms no less stringent than those in this Section 8.1; (ii) Governmental Authorities or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein this Agreement, or to gain otherwise perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (iii) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (iv) any bona fide actual or prospective underwriters, investors, lenders, other financing sources, acquirers, permitted sublicensees, collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement keep such Confidential Information confidential on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are terms no less stringent than those confidentiality and non-use provisions contained in this AgreementSection 8.1; provided, however, that the term of confidentiality for such and (v) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall shall, to the extent permitted by Law, promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 8.1 and Section 4.2, and the 8.2. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party's reasonable and timely comments into consideration before filing the Agreement.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Medicines Co /De), License and Collaboration Agreement (Medicines Co /De)
Nondisclosure Obligation. All (a) For the Term of this Agreement and [*] thereafter, the Party receiving the Confidential Information disclosed by one Party to of the other Party hereunder shall be maintained in confidence by (such receiving Party, the receiving Party “Receiving Party”) will keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party will exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party will use the Confidential Information solely in connection with the purposes of this Agreement.
(b) It will not be considered a breach of this Agreement if the Receiving Party discloses Confidential Information in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party will only disclose those portions of the Confidential Information that it is legally required to disclose and will make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, the terms of this ARTICLE 10 will control to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawconflict.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Zai Lab LTD), License and Collaboration Agreement (Zai Lab LTD)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall will be maintained in confidence by the receiving Party and shall the receiving Party will not be disclosed disclose it to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such InformationConfidential Information is:
4.1.1 is known by the receiving Party a) information which, at the time of its receiptdisclosure is published, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 known publicly or is otherwise in the public domain by use and/or publication before its receipt from the disclosing Partydomain; or
b) information which, after disclosure, is published or thereafter enters becomes known publicly or otherwise becomes part of the public domain domain, through no fault of the receiving Party;; or
4.1.3 c) information which, prior to the time of disclosure, is subsequently known to the receiving Party, as evidenced by its written records; or
d) information which has been or is disclosed to the receiving Party in good faith by a Third Party who may lawfully do so and was not, or is not not, under an any obligation of confidentiality confidence or secrecy to the disclosing Party;
4.1.4 is developed by Party at the receiving time the Third Party independently of Information received from the disclosing Party, as documented by discloses it to the receiving Party’s business records;; or
4.1.5 is e) disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance comply with Article 7 herein applicable law or regulations, provided the receiving Party or its Affiliate provides to gain or maintain approval the disclosing Party prompt prior written notice of its obligation to conduct clinical trials on Compound or Product or to market Product, but make such disclosure may be only and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or
f) to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 it is deemed necessary by Merck Provention or its Affiliate, in its reasonable judgment, to be disclosed to Related Partiesany Third Party for the research and Development, agent(s), consultant(s), Manufacturing and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary Commercialization of a Product (or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10entities to determine their interest in performing such activities) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in accordance with this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]agreement. Any combination of features or disclosures shall will not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2section 7.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain remains otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2section 7.1, and the receiving Party shall cooperate with any reasonable attempts of the disclosing information pursuant Party to law or court order shall take all steps reasonably necessarylimit the disclosure required by law, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult Provention shall limit distribution of any Compound and cooperate fully with each other on the provisions Product to those personnel of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroadProvention, or its Affiliates or agents, as otherwise required by lawnecessary or useful to carry out the Study. Provention shall not transfer Compound or Product to Third Parties other than its Affiliates or agents without Jxxxxxx’x prior approval.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Provention Bio, Inc.), License, Development and Commercialization Agreement (Provention Bio, Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except that the obligations set forth in this Section 5.1 shall not apply to Confidential Information to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving PartyParty or its Related Parties;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality, non-disclosure and non-use set forth above and in Section 5.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission, Russian Federal Financial Markets Service or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesParty, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 5.1 or Section 4.25.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non-disclosure and non-use provisions of this Section 4.1 5.1 and Section 4.25.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the other Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 2 contracts
Samples: License Agreement (Clearside Biomedical, Inc.), License Agreement (Clearside Biomedical, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; or
4.1.6 (f) is deemed necessary (i) by Merck MERCK to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and development (including regulatory approvals), manufacturing and/or marketing of a Product (or for such parties to determine their interest in performing such activities) in accordance with this Agreement, or (ii) by AVEO to be disclosed to such Third Parties that are permitted pursuant to Section 2.2 to perform its Affiliates deem necessary or advisable Research Program activities, in the ordinary course of business to achieve the objectives of this Agreement either case on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten seven (107) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: License and Research Collaboration Agreement, License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc)
Nondisclosure Obligation. All Information information disclosed by one Party to the other Party hereunder (the “Information”) shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck MERCK to be disclosed to Related Parties, agent(s), consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyparty. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: Patent License and Research Collaboration Agreement (Renovis Inc), Patent License and Research Collaboration Agreement (Renovis Inc)
Nondisclosure Obligation. All (a) For the Term and [***] years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information disclosed by one Party to of the other Party hereunder (the “Disclosing Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Disclosing Party; provided, except however, the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault sublicensees) of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third such Receiving Party who may lawfully do so and is not under an obligation of confidentiality need to know the disclosing Party;
4.1.4 is developed Confidential Information in connection with exercising rights or performing obligations as contemplated by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on or any other written agreement between the condition that such Third Parties agree to be and are bound by confidentiality and non-use obligations that substantially are no less stringent than with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use provisions contained obligations. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no event less than ten (10a reasonable standard of care) years; or
4.1.7 is deemed necessary to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by counsel to this Agreement or any other written agreement between the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) yearsParties.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”b) on the following conditions: [***]. Any combination of features or disclosures It shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If considered a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions breach of this Section 4.1 Agreement if the Receiving Party discloses Confidential Information or Section 4.2, such either Party shall promptly inform discloses the other Party terms and conditions of the disclosure that is being sought this Agreement in order to provide comply with a lawfully issued court or governmental order or with a requirement of Applicable Laws or the other rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party an opportunity gives prompt written notice of such disclosure requirement to challenge the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or limit obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the disclosure obligations. Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed by judicial or administrative process Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, the terms of this ARTICLE 10 shall remain otherwise subject control to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment extent of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawconflict.
Appears in 2 contracts
Samples: License Agreement (Zai Lab LTD), License Agreement (Turning Point Therapeutics, Inc.)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party ------------------------ party to the other Party party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth herein without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary or useful by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of the Adjuvant, Substances or advisable Licensed Product (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third --------- parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 2 contracts
Samples: License Agreement (Cytrx Corp), License Agreement (Cytrx Corp)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use nonuse provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained no less protective than those set forth in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by (h) in connection with a financing, merger, or acquisition, each Party shall have the receiving Party further right to disclose the material terms of this Agreement under a confidentiality obligation no less protective than those set forth in this Agreement.
(i) the Parties shall agree in advance with each other on the terms of this Agreement to be disclosed to such Party’s executives, management redacted in any Securities and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]Exchange Commission filings. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.24.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.24.1, and the Party disclosing information Confidential Information pursuant to law Applicable Law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawConfidential Information.
Appears in 2 contracts
Samples: Research Collaboration, Option and Exclusive License Agreement (Ambrx Inc), Research Collaboration, Option and Exclusive License Agreement (Ambrx Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary (i) by Merck MERCK to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and development (including regulatory approvals), manufacturing and/or marketing of a Product (or for such parties to determine their interest in performing such activities) in accordance with this Agreement, or (ii) by AVEO to be disclosed to such Third Parties that are permitted pursuant to Section 2.2 to perform its Affiliates deem necessary or advisable Research Program activities, in the ordinary course of business to achieve the objectives of this Agreement either case on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten seven (107) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party Party, unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyparty. For purposes of clarity, a scientific association between a Target with a disease or therapeutic area shall not be deemed to fall within the foregoing exclusions merely because such Target (and/or the gene sequence of such Target) is published or available to the general public. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc), License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement and the other Transaction Documents, in each case as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement and the other Transaction Documents, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are obligated to keep such Confidential Information confidential; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed keep such Confidential Information confidential, (v) to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this License or a Pre-Existing Alnylam Alliance Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”vi) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available UBC to the general public extent a Party is required to do so in order to comply with its obligations to UBC under the UBC Sublicense Documents or in the rightful possession of Tekmira-UBC License Agreement, as the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partycase may be. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 8.1 and Section 4.28.2, and the Party disclosing information Confidential Information pursuant to law or court order shall take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall seek the maximum confidential treatment available under applicable law, provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of this Agreement for confidential treatment, and take such Party’s reasonable comments into consideration before filing this Agreement.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Tekmira Pharmaceuticals Corp), License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except that no information or data shall be considered Confidential Information to the extent that such Informationinformation or data:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain or publicly known by use and/or publication before its receipt from the disclosing PartyParty (or, with respect to Joint Collaboration IP, before its development hereunder), or thereafter enters the public domain or becomes publicly known through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing PartyParty (including any Joint Collaboration IP), as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement, as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case who are obligated to keep such Confidential Information confidential on terms no less stringent than those in this Section 8.1; (ii) Governmental Authorities or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein this Agreement, or to gain otherwise perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (iii) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (iv) any bona fide actual or prospective underwriters, investors, lenders, other financing sources, acquirers, permitted sublicensees, collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement keep such Confidential Information confidential on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are terms no less stringent than those confidentiality and non-use provisions contained in this AgreementSection 8.1; provided, however, that the term of confidentiality for such and (v) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall shall, to the extent permitted by Law, promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 8.1 and Section 4.2, and the 8.2. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable and timely comments into consideration before filing the Agreement.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.), License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) with respect to Merck (and/or its Affiliates and/or Related Parties), is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure or with respect to either Party (and/or its Affiliates and/or Related Parties), is disclosed to governmental or other regulatory agencies as may be only reasonably necessary in order to obtain patents (subject to the extent reasonably necessary to obtain such patents or approvalsapplicable provisions of Article 7);
4.1.6 (f) is deemed necessary or reasonably useful by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use nonuse provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or;
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and nonuse provisions contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.; or
4.1.8 (h) is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective any bona fide investorspotential or actual investor, and prospective investment banker, acquirer, merger and/or acquisition partners (“Representatives”) on partner or other potential or actual financial partner in connection with a financing, merger, or acquisition, in which case, each Party shall have the following conditions: [***]further right to disclose the material financial terms of this Agreement provided that in connection with such disclosure each disclosee shall be under a confidentiality obligation no less protective than those set forth in this Agreement. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, as applicable, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and or Section 4.2, as applicable, and the Party disclosing information Confidential Information pursuant to law Applicable Law or court order shall take all steps reasonably necessary, including without limitation limitation, obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully shall reasonably agree in advance with each other on the provisions terms of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawfilings.
Appears in 2 contracts
Samples: Collaboration and Exclusive License Agreement (Chimerix Inc), Collaboration and Exclusive License Agreement (Chimerix Inc)
Nondisclosure Obligation. All Except as provided in this Article 5.1, all Confidential Information disclosed by one the Disclosing Party to the other Receiving Party hereunder shall be maintained in confidence by the receiving Receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Disclosing Party, except to until [***] following the extent that such Information:
4.1.1 is known by Term of this Agreement. Each Receiving Party may disclose Confidential Information of the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the receiving without such Disclosing Party’s business records;
4.1.2 is in the public domain by use and/or publication before prior written consent, to its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck Affiliates and its Affiliates deem necessary and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or advisable entities who: (a) need to know such Confidential Information to assist the Receiving Party in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel reasonable efforts to promptly disclose to the receiving Disclosing Party any material breach of this provision known by the Receiving Party to be disclosed to such Party’s attorneyshave been breached by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partyits or their directors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lenderssubcontractors, existing and prospective bona fide investorssuppliers, and prospective merger and/or acquisition partners (“Representatives”) on or other persons or entities permitted hereunder. Each Receiving Party may also disclose the following conditions: Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Any combination Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information shall provide prior notice of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available such intended disclosure to the general public or in Disclosing Party and cooperate with the rightful possession Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose the Confidential Information of the receiving Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party unless may also disclose the combination itself and principle of operation are published or available to the general public or in the rightful possession Confidential Information of the receiving Disclosing Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statutewithout such Disclosing Party’s prior written consent, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law[***].
Appears in 2 contracts
Samples: License Agreement (Spruce Biosciences, Inc.), License Agreement (Spruce Biosciences, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder or pursuant to the Prior CDA shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 10.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 10.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 10.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 10.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 10.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market ProductProducts or Small Molecule Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents (subject to the applicable provisions of Article 12) or approvalsauthorizations;
4.1.6 10.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), ) and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve in the objectives exercise and performance of its rights and obligations under and in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten five (105) years; or
4.1.7 10.1.7 is deemed necessary by NGM to be disclosed to employees, agent(s) and consultant(s), and/or other Third Parties for any and all purposes NGM and its Affiliates deem necessary or advisable for NGM to conduct the Collaboration, or to exercise and perform its rights and obligations under and in accordance with this Agreement (including the exercise of licenses granted to NGM hereunder) or for NGM’s scientific advisory board to perform its ordinary roles and responsibilities on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than five (5) years;
10.1.8 is deemed necessary by a Party to be [*] provided, however, that the term of confidentiality for such investor, acquiror, merger partner or other financial partner shall be no less than five (5) years; or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
10.1.9 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten seven (107) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 10.1 or Section 4.210.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 10.1 and Section 4.210.2, and the Party disclosing information Information pursuant to law Law or court order shall take all steps reasonably necessary, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: Research Collaboration, Product Development and License Agreement (NGM Biopharmaceuticals Inc), Research Collaboration, Product Development and License Agreement (NGM Biopharmaceuticals Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's contemporaneous business records;
4.1.2 is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's contemporaneous business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to comply with applicable law or regulations, provided the receiving Party provides to the disclosing Party prompt prior written notice of its obligation to make such disclosure and take reasonable and lawful actions to avoid or minimize the degree of such disclosure;
4.1.6 is disclosed to governmental or other regulatory agencies to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; and
4.1.6 4.1.7 is deemed necessary by Merck in the reasonable exercise of its judgment to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable for the research and development, manufacturing and/or marketing of the Product (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: Exclusive Research Collaboration, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), Exclusive Research Collaboration, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma)
Nondisclosure Obligation. 7.1.1 All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except that the obligations set forth in this Section 5.1 shall not apply to Confidential Information to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain or otherwise available to the public by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain or otherwise becomes available to the public through no fault of the receiving PartyParty or its Affiliates and Sublicensees;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is 7.1.2 Notwithstanding the obligations of confidentiality, non-disclosure and nonuse set forth above and in Section 7.2 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (a) Affiliates and Sublicensees, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or other regulatory agencies for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (b) Governmental Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (c) the extent required by Applicable Law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; provided that the receiving party shall be permitted at least five (5) Business Days to review and comment upon, and reasonably approve, any such patents required disclosure, (d) any bona fide actual or approvals;
4.1.6 is deemed necessary by Merck prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to be disclosed to Related Partiesconsultants and advisors of such Party, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (e) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) yearsLicense.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. 7.1.3 If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 7.1 or Section 4.27.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non-disclosure and non-use provisions of this Section 4.1 7.1 and Section 4.27.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the other Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 2 contracts
Samples: License Agreement (Aura Biosciences, Inc.), License Agreement (Aura Biosciences, Inc.)
Nondisclosure Obligation. 9.1.1. All Confidential Information disclosed by one Party to the other Party hereunder under this Agreement shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes known to the public domain through no fault breach of this Agreement by the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is 9.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 9.1.3 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors or other regulatory agencies Third Parties for the performance of its obligations and to exploit its rights hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of Section 9.1; (ii) Governmental Authorities or other Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement, but provided that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain such patents do so; (iii) the extent required by Law, including by the rules or approvals;
4.1.6 is deemed necessary by Merck regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (iv) (a) any bona fide actual or prospective underwriters, investors, lenders or Acquirers of a receiving Party and to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any consultants and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course advisors of business to achieve the objectives of this Agreement on the condition that such Third Parties agree Party, and (b) any bona fide actual or prospective collaborators or strategic partners and to be bound by consultants and advisors of such Third Party, in each case of (a) and (b) during bona fide business discussions provided that the receiving party of such information is under an obligation or confidentiality and non-use obligations with respect to such information that substantially are is no less stringent than those confidentiality the terms of Section 9.1; and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members License existing as of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyEffective Date. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.29.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure. Notwithstanding Section 9.1.1, Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the 9.1. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order concludes that a copy of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions any of this Agreement to shall be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of such agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, shall provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and shall take such Party’s comments into consideration before filing such agreement.
9.1.3. Each Party recognizes that the value to the other Party of the transactions under this Agreement depend, in part, on each Party protecting the secrecy of its Know-How. Therefore, without limiting any Party’s right to license its Know-How, subject to the terms of this Agreement, in any way it chooses, each Party shall use commercially reasonable efforts to protect the confidentiality of its Know- How as determined in such Party’s reasonable business judgment.
Appears in 2 contracts
Samples: Research Services, License and Collaboration Agreement (Repare Therapeutics Inc.), Research Services, License and Collaboration Agreement (Repare Therapeutics Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving PartyParty or its Related Parties;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality, non-disclosure and non-use set forth above and in Section 6.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission, Korean Financial Supervisory Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesParty, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 6.1 or Section 4.26.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non-disclosure and non-use provisions of this Section 4.1 6.1 and Section 4.26.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the other Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 2 contracts
Samples: License Agreement (Argos Therapeutics Inc), License Agreement (Argos Therapeutics Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 (e) is deemed necessary by Merck a Party to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck such Party and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten seven (107) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyparty. Notwithstanding the obligations of confidentiality and non-use set forth above, a receiving Party may provide Information disclosed to it to (a) governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Therapeutic Collaboration Products; provided, that, such disclosure shall be subject to the prior written consent of the Party whose Information is intended to be disclosed (which consent shall not be unreasonably withheld), and such Information shall be disclosed only to the extent reasonably necessary to obtain patents or authorizations, (b) governmental or other regulatory agencies to the extent required by law or by the requirements of any nationally-recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded, (c) any actual or prospective investors, lenders and other financing sources, provided, however, that neither the Party nor its Affiliates shall disclose the work plan or any portion thereof to such persons or entities, and (d) actual or prospective collaborators or strategic partners who are obligated to keep such information confidential; provided, however, that the Party and/or its Affiliates shall only disclose to actual or prospective collaborators and strategic partners the general subject matter of this Agreement, the licenses granted hereunder, the exclusivity provision set forth in Section 2.11, the provisions of Article 4 and the patent provisions as set forth in Article 7. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Alnylam Pharmaceuticals Inc), Research Collaboration and License Agreement (Alnylam Pharmaceuticals Inc)
Nondisclosure Obligation. All Proprietary Information disclosed by or on behalf of one Party to the other Party hereunder under this Agreement that is marked “confidential” or “proprietary”, and in the case of oral information, is summarized in a writing that is marked “confidential” or “proprietary” and delivered to the other Party within thirty (30) days of disclosure of such information, shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein whatsoever without the prior written consent of the disclosing other Party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by or on behalf of the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partyrecipient;
4.1.3 (c) is subsequently disclosed to the a receiving Party by a Third Party who may lawfully do so and is not directly or indirectly under an obligation of confidentiality to the disclosing Party, as documented by written business records in existence prior to the receipt of such information from the disclosing Party;
4.1.4 (d) is developed by the receiving Party recipient independently of of, and without reference to or use of, Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is required to be disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or patents, to gain or maintain obtain approval to conduct clinical trials on Compound or Product or to market ProductProducts, but or to comply with applicable governmental or stock exchange or quotation system regulations; provided, however, that such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsapproval, or to comply with laws or regulations as appropriate and that confidential treatment will be sought to the extent reasonably practicable;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), actual or potential permitted sublicensees or permitted assignees and/or other Third Parties third parties (1) for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course purpose of business to achieve the objectives of conducting activities under this Agreement on (or for such actual or potential permitted sublicensees or permitted assignees and/or other third parties to determine their interest in performing such activities) in accordance with this Agreement or (2) for the condition that purpose of allowing the Party making such Third Parties agree disclosure to be bound effectively exploit its rights under this Agreement and obtain all of the benefits under this Agreement to which such Party is entitled as contemplated by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants actual or financial advisors for the sole purpose of enabling such attorneys, independent accountants potential permitted sublicensees or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree permitted assignees and/or other third parties have agreed to be bound by confidentiality obligations substantially equivalent to the confidentiality and non-use obligations contained in this Agreementterms herein for no less than five years from the date of disclosure;
(g) is disclosed to employees, officers, directors, consultants, agents, investors or potential investors of, or lenders or potential lenders to, the Party making such disclosure; provided, however, that such employees, officers, directors, consultants, agents, investors, potential investors, lenders and potential lenders have agreed to be bound by confidentiality obligations substantially equivalent to the term of confidentiality terms herein for such attorneys, independent accountants and financial advisors shall be no less than ten five years from the date of disclosure; and provided further that notwithstanding the provisions set forth above in this subsection (10g), neither Party shall disclose Proprietary Information of the other Party to potential investors or potential lenders except to the extent that such disclosure is made in the context of such potential investors’ or potential lenders’ due diligence investigation of the Party making such disclosure;
(h) years.
4.1.8 is deemed necessary used by the receiving Party for the purpose of conducting activities under this Agreement in accordance with its respective terms or is used by the receiving Party for the purpose of allowing the receiving Party to effectively exploit its rights under this Agreement and obtain all of the benefits under this Agreement to which such receiving Party is entitled as contemplated by this Agreement; or
(i) is required to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statutelaw, regulation or rule of law (e.g., securities laws, rules and regulations), court order; provided that notice is promptly delivered to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations; and provided further that such disclosure may be only to the extent reasonably necessary to comply with the applicable law, regulation or court order. The disclosing Party shall identify any Proprietary Information delivered to the receiving Party that is confidential information of a Third Party and the disclosing Party shall inform the receiving Party of any restrictions, limitations and qualifications imposed on such Proprietary Information by such Third Party. XTL agrees that with respect to any CUBIST Proprietary Information disclosed to Yeda as contemplated by judicial the XY Agreement and the Consent Agreement, that XTL shall xxxx all such CUBIST Proprietary Information as “confidential” or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2“proprietary”, and in the Party disclosing information pursuant case of oral information, XTL shall summarize such CUBIST Proprietary Information in a writing that is marked “confidential” or “proprietary” and deliver such summary to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order Yeda within thirty (30) days of confidentiality, to ensure the continued confidential treatment disclosure of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawCUBIST Proprietary Information.
Appears in 2 contracts
Samples: License Agreement (XTL Biopharmaceuticals LTD), License Agreement (XTL Biopharmaceuticals LTD)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck MSD to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck MSD and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in exercising its rights or performing its obligations under this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), ) to disclose information Information that is subject to the non-disclosure nondisclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 2 contracts
Samples: Research Collaboration and Option to License Agreement (4D Pharma PLC), Research Collaboration and Option to License Agreement (4D Pharma PLC)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party a disclosing party to the other Party a receiving party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth herein without the prior written consent of the disclosing Partyparty, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, party as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations upon prior review and consent of the disclosing party;
4.1.6 (f) is deemed necessary by Merck SynthRx to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates, distributors and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacture, use sale or advisable offer for sale of Licensed Products (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 2 contracts
Samples: License Agreement (Adventrx Pharmaceuticals Inc), Intellectual Property License Agreement (Cytrx Corp)
Nondisclosure Obligation. All Information disclosed by one Party Prior to the other date that is five (5) ------------------------ years after the Closing Date, neither Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed disclose to any Third Party or used for any purpose use, except as set forth herein contemplated by this Agreement, any Confidential Information (as defined below) of the other Party without the prior written consent of the disclosing other Party. For purposes of this Agreement, except "Confidential ------------ Information" shall mean information of either Party disclosed to the extent other ----------- Party that such was marked "confidential," "trade secret" or a similar designation if in tangible form, designated as confidential at time of disclosure whether in oral or written form or which by its nature should be understood by a reasonable party in the pharmaceutical industry to constitute confidential information. For purposes of this Section 10.1, ------------ Confidential Information of KV shall include the proprietary information included in the Assets, which information shall not be subject to the exception set forth in clause (a), below. Except as set forth in the foregoing sentence, "Confidential Information" shall not include any information that:
4.1.1 (a) is known by the receiving Party at the time and is not subject to an obligation of its receipt, and confidentiality to a Third Party or was not obtained through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so and is not under an obligation of confidentiality has the right to the disclosing Partymake such disclosure;
4.1.4 (d) is developed required by the receiving Party independently law, regulation, rule, act or order of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to any governmental authority or other agency or administrative or self-regulatory agencies in order to obtain patents on Inventions in accordance body with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck applicable authority to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving a Party, on the condition provided that such attorneys, independent accountants and financial advisors agree notice is promptly delivered to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge seek a protective order or limit other similar order with respect to such information and thereafter the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject disclosing Party discloses to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and requesting entity only the Party disclosing minimum information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement required to be redacted disclosed in any filings made order to comply with the request, whether or not a protective order or other similar order is obtained by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawother Party.
Appears in 1 contract
Samples: Product Acquisition Agreement (Kv Pharmaceutical Co /De/)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party party to the other Party party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth expressly permitted herein without the prior written consent of the disclosing Party, except party. The foregoing obligations shall not apply to the extent that such Proprietary Information:: * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s recipients' business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies by MERCK in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck MERCK to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of the Product (or advisable for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors third parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that PROVIDED the term of confidentiality for such attorneys, independent accountants and financial advisors third parties shall be no less than ten [*]; or
(10g) years.
4.1.8 is deemed necessary by the receiving Party required to be disclosed to such Party’s executivesby law or court order, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available provided that notice is promptly delivered to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Neogenesis Pharmaceuticals Inc)
Nondisclosure Obligation. All Except as provided in this Article 11.1, all Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to until five (5) years following the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives Term of this Agreement on Each Party may disclose Confidential Information of the condition that other Party, without such Third Parties agree other Party's prior written consent, to be its Affiliates' directors, employees, agents, consultants, Sublicensees, subcontractors as provided in Article 3.5, suppliers, and other persons or entities who:
(a) need to know such Confidential Information to assist the Party in fulfilling its obligations hereunder; and
(b) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties Party uses to protect its own Confidential Information. Each Party shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel promptly disclose to the receiving other Party to be disclosed to such Party’s attorneysany breach of this provision by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partydirectors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lendersSubcontractors, existing and prospective bona fide investorssuppliers, and prospective merger and/or acquisition partners (“Representatives”) on or other persons or entities permitted hereunder. Each Party may also disclose the following conditions: [***]. Any combination Confidential Information of features the other Party, without such other Party's prior written consent, to any person, entity, or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published government or available regulatory authority to the general public extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall cooperate with the other Party and take such actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment. In addition, each Party may also disclose the other Party's Confidential Information, without the other Party's prior written consent, to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals or satisfying any other regulatory obligation regarding Licensed Products, or, in the rightful possession case of the receiving Commercializing Party, in connection with the Commercialization of Licensed Products including under a confidentiality agreement to actual or potential sublicensees or permitted assignees. Each Party unless may also disclose the combination itself and principle of operation are published or available to the general public or in the rightful possession Confidential Information of the receiving other Party. If , without such other Party's prior written consent, pursuant to an order of a Party is required by judicial Regulatory Authority or administrative process (including a request for discovery received in an arbitration or litigation proceeding)court of competent jurisdiction, or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information provided that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall it promptly inform notifies the other Party of the required disclosure that is being sought and cooperates with the other Party in order to provide the other such Party an opportunity to challenge take legal action to prevent or limit such disclosure and, if asked, reasonably assist the other Party in pursuing such action. Each Party may also disclose the Confidential Information of the other Party, without such other Party's prior written consent, as is necessary to pursue or defend against a legal or regulatory action by one Party against the other with respect to this Agreement. A Party disclosing the other Party's Confidential Information, pursuant to this exception, will promptly disclose to the other Party the Confidential Information to be disclosed and shall use reasonable efforts to minimize the disclosure obligations. Information that is disclosed of the other Party's Confidential Information, including, without limitation, by judicial or administrative process shall remain otherwise subject seeking to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawfile pleadings under seal.
Appears in 1 contract
Samples: Collaboration and License Agreement (Transition Therapeutics Inc.)
Nondisclosure Obligation. All Information disclosed by one Party (the “Disclosing Party”) to the other Party hereunder or the other Party’s Affiliates, including Information disclosed to directors, officers, employees or agents of any Party or the Party’s Affiliates (each being hereinafter referred to as a “Receiving Party”) pursuant to this Agreement or in connection with each Party’s activities on behalf of the Collaboration (the “Confidential Information” of the Disclosing Party) shall be maintained in confidence by the receiving Receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein expressly permitted in this Agreement, without the prior written consent of the disclosing Disclosing Party, except . The foregoing obligations as to particular Confidential Information of a Disclosing Party shall not apply to the extent that the Receiving Party can demonstrate that such Confidential Information:
4.1.1 7.1.1 is known by the receiving Receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.2 7.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Disclosing Party, or thereafter enters the public domain through no fault of the receiving Receiving Party;
4.1.3 7.1.3 is subsequently disclosed to the receiving Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Disclosing Party;; or
4.1.4 7.1.4 is developed by the receiving Receiving Party independently and without use of or reference to any Confidential Information received from the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: Exclusive License and Collaboration Agreement (GTX Inc /De/)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, . and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.
4.1.6 (f) is deemed necessary by Merck MERCK to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck MERCK and its Affiliates deem necessary or advisable in the ordinary course of business to achieve for the objectives research and development, manufacturing and/or marketing of the Product in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s 's attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (101 O) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public pUblic or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2Section4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2Section4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except that no information or data shall be considered Confidential Information to the extent that such Informationinformation or data:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
4.1.2 (ii) is in the public domain or publicly known by use and/or publication before its receipt from the disclosing PartyParty (or, with respect to Joint Collaboration IP, before its development hereunder), or thereafter enters the public domain or becomes publicly known through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing PartyParty (including any Joint Collaboration IP), as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2 below, a receiving Party may provide Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement, as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case who are obligated to keep such Confidential Information confidential on terms no less stringent than those in this Section 8.1; (ii) Governmental Authorities or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein this Agreement, or to gain otherwise perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (iii) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (iv) any bona fide actual or prospective underwriters, investors, lenders, other financing sources, acquirers, permitted sublicensees, collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement keep such Confidential Information confidential on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are terms no less stringent than those confidentiality and non-use provisions contained in this AgreementSection 8.1; provided, however, that the term of confidentiality for such and (v) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall shall, to the extent permitted by Law, promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 8.1 and Section 4.2, and the 8.2. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable and timely comments into consideration before filing the Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Appears in 1 contract
Samples: License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Except as provided in this Article 6.1, all Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to until five (5) years following the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives Term of this Agreement on Each Party may disclose Confidential Information of the condition that other Party, without such Third Parties agree other Party's prior written consent, to be its Affiliates' directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers, and other persons or entities who: (a) need to know such Confidential Information to assist the Party in fulfilling its obligations hereunder; and (b) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties Party uses to protect its own Confidential Information. Each Party shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel promptly disclose to the receiving other Party to be disclosed to such Party’s attorneysany breach of this provision by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partydirectors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lenderssubcontractors, existing and prospective bona fide investorssuppliers, and prospective merger and/or acquisition partners (“Representatives”) on or other persons or entities permitted hereunder. Each Party may also disclose the following conditions: [***]. Any combination Confidential Information of features the other Party, without such other Party's prior written consent, to any person, entity, or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published government or available regulatory agency to the general public extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall provide prior notice of such intended disclosure and cooperate with the other Party and take such actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment. In addition, Transition may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals or satisfying any other regulatory obligation regarding Licensed Products, or, (b) in connection with the rightful possession Development or Commercialization of Licensed Products including under a confidentiality agreement to actual or potential Sublicensees, permitted assignees or Third Parties. Each Party may also disclose the Confidential Information of the receiving Party unless the combination itself and principle other Party, without such other Party's prior written consent, pursuant to an order of operation are published a regulatory agency or available to the general public or in the rightful possession court of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding)competent jurisdiction, or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information provided that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall it promptly inform notifies the other Party of the required disclosure that is being sought and cooperates with the other Party in order to provide the other such Party an opportunity to challenge take legal action to prevent or limit such disclosure and, if asked, reasonably assist the other Party in pursuing such action. Each Party may also disclose the Confidential Information of the other Party, without such other Party's prior written consent, as is necessary to pursue or defend against a legal or regulatory action by one Party against the other with respect to this Agreement. A Party disclosing the other Party's Confidential Information, pursuant to this exception, will promptly disclose to the other Party the Confidential Information to be disclosed and shall use reasonable efforts to minimize the disclosure obligationsof the other Party's Confidential Information, including, without limitation, by seeking to file pleadings under seal. Information that is disclosed by judicial or administrative process Within ten (10) days of the Effective Date, the Parties shall remain otherwise subject issue a mutually acceptable press release announcing the execution of this Agreement. Transition may issue any subsequent press release relating to the confidentiality and non-use provisions Development or Commercialization of this Section 4.1 and Section 4.2, and Licensed Products without the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order prior approval of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawLilly.
Appears in 1 contract
Nondisclosure Obligation. All Proprietary Information disclosed by one Party ------------------------ party to the other Party party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth herein without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 ; (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 domain; (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 party; (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, other party as documented by the receiving Party’s business records;
4.1.5 ; (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 authorizations; (f) is deemed necessary or useful by Merck Vical to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of TranzFect, Substance, or advisable Licensed Product (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third -------- parties shall be no less than ten (10) years; or
4.1.7 or (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: License Agreement (Cytrx Corp)
Nondisclosure Obligation. All Information disclosed by one Party and/or its Affiliate(s) (the “Disclosing Party") to the other Party hereunder and/or it Affiliate(s) (the “Receiving Party") under this Agreement shall be maintained in confidence by the receiving Receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Disclosing Party, or thereafter enters the public domain through no fault of the receiving Receiving Party;
4.1.3 is subsequently disclosed to the receiving Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Disclosing Party;
4.1.4 is developed by the receiving Receiving Party independently of Information received from the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain and/or maintain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such and/or maintain patents or approvalsauthorizations;
4.1.6 is deemed reasonably necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of the Product (or advisable for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Related Parties and Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***[ * ]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Receiving Party. If a Receiving Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Exclusive License and Development Collaboration Agreement (Dynavax Technologies Corp)
Nondisclosure Obligation. All Information disclosed or made available by one Party to the other Party hereunder (including, for the avoidance of doubt, (i) all Information disclosed or made available by Samsung to Merck to enable Merck to obtain and maintain a Clone, (ii) all Information disclosed or made available by Samsung to Merck or otherwise acquired by Merck in connection with the inspection and audit of any Manufacturing facility pursuant to Section 6.10, (iii) all Information provided or made available by Samsung to Merck pursuant to Section 8.3, and (iv) all Information provided or made available by a Party to the other or exchanged between the Parties pursuant to Section 9.1, 9.2 or 9.3) shall be maintained in confidence by the receiving Party and shall not be disclosed to any of its Affiliates or any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is reasonably deemed necessary by Merck Samsung to be disclosed to Related Partiesits Affiliates, its and such Affiliates’ respective directors, officers and employees, and any agent(s), consultant(s), ) and/or other Third Parties for any and all purposes Merck and its Affiliates deem Samsung deems necessary or advisable in connection with the ordinary course Development or Manufacture of business to achieve the objectives of this Agreement any Compound or Product, on the condition that each such Affiliate, director, officer, employee and Third Parties agree Party agrees to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Affiliates, directors, officers, employees and Third Parties shall be no less than ten (10) years; or;
4.1.7 is reasonably deemed necessary by Merck to be disclosed to its Related Parties, its and such Related Parties’ respective directors, officers and employees, and any agent(s), consultant(s) and/or other Third Parties for any and all purposes Merck deems necessary or advisable in connection with the Commercialization of any Compound or Product, on the condition that each such Related Party, director, officer, employee and Third Party agrees to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Related Parties, directors, officers, employees and Third Parties shall be no less than ten (10) years;
4.1.8 is reasonably deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) [* * *] years.; or
4.1.8 4.1.9 is deemed necessary by required to be disclosed in order for the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]exercise or enforce its rights under this Agreement. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by law, court order or judgment or judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.24.3, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by pursuant to law, court order or judgment or judicial or administrative [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.24.3, and the Party disclosing information Information pursuant to law or law, court order or judgment or judicial or administrative process shall take all steps reasonably necessary, including without limitation obtaining an order of confidentialityconfidentiality (if available), to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Development and Commercialization Agreement (Organon & Co.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 : (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 ; (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 ; (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 ; (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 ; (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 authorizations; or (f) is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less 18 <PAGE> [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] stringent than those confidentiality and non-use uses provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]] years. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.210.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 10.1 and Section 4.210.1, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Supply Agreement
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 7.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's contemporaneous business records;
4.1.2 7.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault breach of this Agreement by the receiving Party;
4.1.3 7.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not to the best of the receiving Party's knowledge under an obligation of confidentiality to the disclosing Party;
4.1.4 7.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's contemporaneous business records;
4.1.5 7.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance comply with Article 7 herein applicable law or regulations, provided the receiving Party provides to gain or maintain approval the disclosing Party prompt prior written notice of its obligation to conduct clinical trials on Compound or Product or to market Product, but make such disclosure may be only and takes reasonable and lawful actions to avoid or minimize the extent reasonably necessary to obtain degree of such patents or approvals;disclosure; or
4.1.6 7.1.6 is deemed necessary by Merck GSK in the reasonable exercise of its judgment to be disclosed to Related Partiesany Third Party, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem to the extent GSK deems necessary or advisable advisable, in connection with the ordinary course research and development, manufacturing and/or marketing of business a Product or Product Candidate (or for such entities to achieve the objectives of determine their interest in performing such activities) in accordance with this Agreement Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.27.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.27.1, and the receiving Party shall co-operate with any reasonable attempts of the disclosing information pursuant Party to law or court order shall take all steps reasonably necessarylimit such disclosure required by law, including without limitation by way of obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Research, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 5.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;; [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
4.1.2 5.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 5.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing other Party;
4.1.4 5.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 5.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market ProductCompounds or Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 5.1.6 is deemed necessary by Merck either Party to be disclosed to Related Parties, agent(s), consultant(s), and/or or other Third Parties for any and all purposes Merck and (who are approved pursuant to Section 2.3.4) in connection with the performance of its Affiliates deem necessary or advisable in the ordinary course of business obligations pursuant to achieve the objectives of this Agreement Agreement, on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 5.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 5.1 or Section 4.25.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 5.1 and Section 4.25.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationInformation. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
Appears in 1 contract
Samples: Exclusive Collaborative Research and Option Agreement (Xenon Pharmaceuticals Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) hereunder shall be maintained in confidence by the receiving Receiving Party and shall not be published or otherwise disclosed to any a Third Party or used for any purpose except as expressly set forth herein without the prior written consent of the disclosing Disclosing Party, except . Each Party may use the other Party’s Confidential Information solely to the extent required to perform its obligations or exercise any rights under this Agreement. The confidentiality and non-use provisions of this Article IX shall not apply to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.2 (ii) is in the public domain or publicly known by use and/or publication before its receipt from the disclosing PartyDisclosing Party (or, with respect to Joint Collaboration IP, before its development hereunder), or thereafter enters the public domain or becomes publicly known through no fault of the receiving Receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Disclosing Party;; or
4.1.4 (iv) is developed by the receiving Receiving Party independently of Confidential Information received from the disclosing PartyDisclosing Party (including any Joint Collaboration IP), as documented by the receiving Receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 9.2 below, a Receiving Party may disclose Confidential Information disclosed to governmental it, and disclose the existence and terms of this Agreement, to the extent such disclosure is reasonably required to (i) Related Parties, and its and their employees, directors, agents, consultants, advisors, and Third Party contractors who have a need to know such Confidential Information for the performance of its obligations in the Transaction Agreements (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case who are obligated to keep such Confidential Information confidential on terms no less stringent than those in this Section 9.1; (ii) Governmental Authorities or other regulatory agencies Regulatory Authorities in order to obtain and maintain patents on Inventions and regulatory approvals in accordance with Article 7 herein this Agreement, or to gain otherwise perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (iii) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation; (iv) the extent required by a court or administrative order or Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (v) any bona fide actual or prospective underwriters, investors, lenders, other financing sources, acquirers, permitted sublicensees, collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement keep such Confidential Information confidential on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are terms no less stringent than those confidentiality and non-use provisions contained in this AgreementSection 9.1; provided, however, that the term of confidentiality for such and (vi) Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel solely to the receiving extent a Receiving Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants terms of an Alnylam In-License and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available subject to the general public or in the rightful possession terms of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partysuch Alnylam In-License. If a Receiving Party is required by judicial or administrative process Law (including a request for discovery received in an arbitration regulations promulgated by securities exchanges or litigation proceedinglisting entities) to disclose Confidential Information of the Disclosing Party pursuant to Sections 9.1(b)(ii), 9.1(b)(iii), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations9.1(b)(iv), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall shall, to the extent permitted by Law, promptly inform the other Disclosing Party of the disclosure that is being sought in order to provide the other Disclosing Party an opportunity to challenge or limit the disclosure obligationsobligations and the Receiving Party shall endeavor in good faith, at the Disclosing Party’s expense, to secure confidential treatment of such Confidential Information and/or reasonably assist the Disclosing Party in seeking a protective order or other confidential treatment. Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 9.1 and Section 4.2, and the 9.2. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or at least [***] in advance of any such filing such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with a reasonable opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable and timely comments into consideration before so filing the Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (Vir Biotechnology, Inc.)
Nondisclosure Obligation. All (a) For the Term of this Agreement and [*] thereafter, the Party receiving the Confidential Information disclosed by one Party to of the other Party hereunder shall be maintained in confidence by (such receiving Party, the receiving Party “Receiving Party”) will keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, and not through a prior disclosure by the disclosing Partyofficers, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use directors, employees, agents, consultants and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault independent contractors (including sublicensees) of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third such Receiving Party who may lawfully do so and is not under an obligation of confidentiality need to know the disclosing Party;
4.1.4 is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance connection with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be and are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party will exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and non-in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party will use obligations that substantially are no less stringent than those confidentiality and non-use provisions the Confidential Information solely in connection with the purposes of this Agreement. [*] = Certain confidential information contained in this Agreement; provideddocument, howevermarked by brackets, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants has been omitted and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(b) It will not be considered a breach of this Agreement if the Receiving Party discloses Confidential Information in order to comply with a lawfully issued court or similar governmental agency in order or with a requirement of Applicable Law or the U.S. rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or abroadobtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or as otherwise a protective order is not obtained, the Receiving Party will only disclose those portions of the Confidential Information that it is legally required by lawto disclose and will make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, the terms of this ARTICLE 10 will control to the extent of such conflict.
Appears in 1 contract
Nondisclosure Obligation. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party other person, or used for any purpose except as set forth herein corporation or other business entity, or any government or any agency or political subdivision thereof without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for the research and development, manufacturing and/or marketing of the Compound or the Licensed Product (or for such parties to determine their interest in performing such activities including but not limited to any and all purposes Merck and its Affiliates deem necessary or advisable activities of the COMPANY outside the Territory) in the ordinary course of business to achieve the objectives of accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors third parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors third parties shall be no less than ten five (105) years.; or
4.1.8 (g) is deemed necessary by the receiving Party required to be disclosed to such Party’s executivesby law or court order, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available provided that notice is promptly delivered to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to ; provided, however, without limiting any of the confidentiality and non-use foregoing provisions of Section 5.1, it is understood that (i) either party hereto, including any Affiliate, may make reasonable disclosure of this Section 4.1 and Section 4.2Agreement, at its own discretion, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult financial and cooperate fully with each other on the provisions of this Agreement to be redacted terms hereof in any filings made required by the Parties with the Securities and Exchange Commission (the "SEC"), in connection with and subsequent to any offering of either party's securities to the public, on Form S-1 (or similar governmental agency other applicable initial registration form), Form 10-K, Form 10-Q, Form 8-K or other applicable SEC form, and in the U.S. footnotes to any financial statements; (ii) either party may file this Agreement as an exhibit to any Form S-1, Form 10-K, Form 10-Q, Form 8-K or abroad, or as otherwise required by law.other applicable SEC form; (iii) either party may describe this Agreement including the expense sharing and royalty provisions in
Appears in 1 contract
Samples: Development, Manufacturing, Marketing and License Agreement (Intercardia Inc)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party ------------------------ party to the other Party party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth herein without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 ; (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 domain; (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 party; (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, other party as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 authorizations; (f) is deemed necessary or useful by Merck Vical to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of TranzFect, Substance, or advisable Licensed Product (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 or (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: License Agreement (Cytrx Corp)
Nondisclosure Obligation. All Information (a) Except as provided in this Section 8.1, all confidential or proprietary information disclosed by one Party or any of its Affiliates to the other Party or any of its Affiliates hereunder in connection with this Agreement, whether disclosed or provided prior to or after the Effective Date and whether provided orally, visually, electronically or in writing, shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth fo1ih herein without the prior written consent of the disclosing Party, until five (5) years following the Term of this Agreement, except to the extent that such Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing PartyParty under a confidentiality agreement, as documented by the receiving Party’s 's business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes part of the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 is . All information disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only by one Party to the extent reasonably necessary other hereunder, other than described in Subsections (i) through (iv) above, is hereinafter referred to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any as "Confidential Information". The Information and all purposes Merck the Licensed Technology and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives terms and conditions of this Agreement on shall be deemed the condition that Confidential lnformation of both Parties.
(b) Each Party may disclose Confidential lnformation of the other Party, without such Third Parties agree other Party's prior written consent, to be its and its Affiliates' directors, officers, employees, agents, consultants, Sublicensees, suppliers, and other persons or entities who:
(i) need to know such Confidential Information to assist the Party in fulfilling its obligations hereunder or, the case of YISSUM, otherwise assists YISSUM in the Development or Commercialization of the Product outside of the Field; and
(ii) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties Party uses to protect its own Confidential Information.
(c) Each Party shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel promptly disclose to the receiving other Party to be disclosed to such Party’s attorneysthe nature and scope of any breach of this provision by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partydirectors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lenderssuppliers, existing or other persons or entities permitted hereunder and prospective bona fide investorsthe steps taken to contain and address the breach.
(d) Each Party may also disclose the Confidential Information of the other Party, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features without such other Party's prior written consent, to any person, entity, or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published government or available Regulatory Authority to the general public extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall take such actions as are reasonable to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment. In addition, EDESA may also disclose YISSUM's Confidential Information, without the YISSUM's prior written consent, to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals, seeking approval for reimbursement or pricing of a Product in the rightful possession Territory or satisfying any other regulatory obligation regarding the Product. Each Party may also disclose the Confidential Information of the receiving Party unless the combination itself and principle other Party, without such other Party's prior written consent, pursuant to an order of operation are published a Regulatory Authority or available to the general public or in the rightful possession court of the receiving Party. If a Party is required by judicial or administrative process competent jurisdiction, provided that it: (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall i) promptly inform notifies the other Party of the required disclosure that is being sought in order to provide the other such Party an opportunity to challenge take legal action to prevent or limit such disclosure and, if asked, reasonably assists the disclosure obligations. other Party in pursuing such action; and (ii) shall only disclose the Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise minimum extent required by law.
Appears in 1 contract
Nondisclosure Obligation. All Proprietary Information disclosed ------------------------ Disclosed by one Party party to the other Party party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set [*****] Confidential treatment has been granted for the redacted portions of this page. forth herein without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary or useful by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of the Adjuvant, Substances or advisable Licensed Product (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: License Agreement (Cytrx Corp)
Nondisclosure Obligation. 11.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party hereunder shall (the “Receiving Party”) under this Agreement will be maintained in confidence by the receiving Receiving Party and shall will not be disclosed to any a Third Party or used for any purpose except to exercise its licenses and other rights, to perform its obligations, or as otherwise set forth herein herein, without the prior written consent of the disclosing Disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the Receiving Party’s business records;
(b) is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party;
(c) is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or
(d) is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the receiving Party’s business records;.
4.1.2 11.1.2. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain by use and/or publication before its receipt from or in the disclosing possession of the Receiving Party. Further, or thereafter enters any combination of Confidential Information will not be considered in the public domain through no fault or in the possession of the receiving recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party;
4.1.3 is subsequently disclosed . Notwithstanding the foregoing, except as required by Applicable Law, Pieris shall not publish or otherwise disclose to the receiving Party by a Third Party Confidential Information related to a Product except as permitted under or contemplated by this Agreement, until it has complied with the provisions of Section 11.2.
11.1.3. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 11.1.4 below, a Receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement or the as may be reasonably required in order to perform its obligations and to exploit its licenses and other rights under this Agreement, and specifically to (a) Affiliates and Sublicensees, and their employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its licenses and other rights under this Agreement in each case who may lawfully do so and is not are under an obligation of confidentiality with respect to such information that is no less stringent than the disclosing Party;
4.1.4 is developed by the receiving Party independently terms of Information received from the disclosing Partythis Section 11.1; (b) a Governmental Authority, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or including any other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement, but provided that such disclosure may Confidential Information will be disclosed only to the extent reasonably necessary to obtain such patents do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by the rules or approvals;
4.1.6 is deemed necessary by Merck regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (d) with respect to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives terms of this Agreement on the condition that only, any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees or strategic partners and to employees, directors, agents, consultants and advisers of such Third Parties agree Party, in each case who are under an obligation or confidentiality with respect to be bound by confidentiality and non-use obligations such information that substantially are is no less stringent than those the terms of this Section 11.1 (but of duration customary in confidentiality agreements entered into for a similar purpose) and non(e) to Third Parties to the extent a Party is required to do so pursuant to the terms of an in-use provisions contained in this Agreement; provided, however, license provided that the term material terms of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel in-license have been disclosed to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Disclosing Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information of the other Party that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.211.1, such Party shall will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure.
11.1.4. Notwithstanding Section 11.1.1, Confidential Information that is permitted or required to be disclosed by judicial or administrative process shall will remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the 11.1. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as otherwise required to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use commercially reasonable efforts to have terms identified by lawsuch other Party afforded confidential treatment by the applicable regulatory agency.
Appears in 1 contract
Samples: License & Collaboration Agreement (Pieris Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Confidential Information hereunder ------------------------ disclosed by one Party party to another, whether in the other Party hereunder past or in the future, shall be governed by the terms and conditions of this Section 7. The parties hereto agree that all Confidential Information shall be maintained in confidence by the receiving Party recipient and shall not be disclosed by the recipient to any Third Party other natural person, or used for any purpose except as set forth herein corporation, firm, partnership or other business entity, or any government or any agency thereof, without the prior written consent of the disclosing Partyother party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Party, receipt as documented by the receiving Party’s business records;
4.1.2 (ii) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partyparty;
4.1.3 (iii) is subsequently disclosed to the receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (iv) is developed by the receiving Party party independently of Confidential Information or other information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (v) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market ProductLicensed Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (vi) is deemed necessary by Merck or useful to be disclosed to Related Partiesprospective investors, agent(s)sublicensees, consultant(s)agents, consultants and/or other Third Parties third parties for any the research and all purposes Merck development, manufacturing, marketing and its Affiliates deem necessary or advisable sale of Licensed Products (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, provided that the term of confidentiality for such Third Parties third parties shall be no less than ten five (105) yearsyears from the date of disclosure; or
4.1.7 (vii) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process The receiving party shall remain otherwise subject to use the confidentiality and non-use provisions same level of this Section 4.1 and Section 4.2care, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order but no less than a reasonable level of confidentialitycare, to ensure prevent the continued confidential treatment use or disclosure of such informationConfidential Information received under this Agreement, as it exercises in protecting its own secret and proprietary information of similar nature. The Parties will consult receiving party shall only communicate Confidential Information to its employees, legal and cooperate fully with each other on financial advisors who need to know such Confidential Information, who have been previously made aware of the provisions terms of this Agreement pertaining to be redacted in any filings made by the Parties Confidential Information and who have agreements with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawreceiving party obligating them to keep confidential such Confidential Information.
Appears in 1 contract
Samples: Analgesic License Agreement (Endo Pharmaceuticals Holdings Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less stringent than those confidentiality and non-use uses provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationInformation. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, or as otherwise required by lawWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
Appears in 1 contract
Samples: Exclusive Development, Commercialization and License Agreement (Nastech Pharmaceutical Co Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein the Patent Rights subject to this Agreement (EXELIXIS Patent Rights, MERCK Patent Rights and/or Joint Patent Rights) or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;; or
4.1.6 (f) is deemed necessary by Merck a MERCK to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and MERCK and/or its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***[ * ]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information receiving Information that is subject to the non-disclosure provisions of this Section 4.1 3.1 is required by judicial or Section 4.2administrative process to disclose such Information, such receiving Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.23.1, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. All ATI and BioChem shall use all Proprietary Information only in accordance with this Agreement and, except as specifically provided for in Section 5.2, shall not disclose to any third Person any Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein other, without the prior written consent of the disclosing other Party, except . The foregoing obligations shall survive the expiration or termination of this Agreement until the relevant Information falls within one of the exceptions listed in paragraphs (a) to the extent that such Information(g) of this Section 5.
1. These obligations shall not apply to any Proprietary Information that:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party third Person who may lawfully do so and is not under an obligation of confidentiality has the right to the disclosing Partymake such disclosure;
4.1.4 (d) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party, as documented Party and such independent development can be properly demonstrated by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Commercialized Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations and provided that protectable trade secrets are redacted;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third Persons for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of Commercialized Product (or advisable for such Persons to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third Persons agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, provided that the term of confidentiality for such Third Parties third Persons shall be no less than ten (10) yearsthat provided herein; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed by law or court order, provided that notice is promptly delivered to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge seek a protective order or limit other similar order with respect to such Proprietary Information and thereafter discloses only the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing minimum information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement required to be redacted disclosed in any filings made order to comply with the request, whether or not a protective order or other similar order is obtained by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawother Party.
Appears in 1 contract
Nondisclosure Obligation. All (a) Except in the case of Confidential Information disclosed of a Party that has been identified in writing by one such Party as no longer confidential, the obligation contained in this [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
Article 8.1 with respect to such Confidential Information shall be perpetual, the Party receiving the Confidential Information of the other Party hereunder (such receiving Party, the “Receiving Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, and not through a prior disclosure by the disclosing Partyofficers, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use directors, employees, agents, consultants and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault independent contractors (including Licensees) of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third such Receiving Party who may lawfully do so has to know the Confidential Information in connection with this Agreement and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by subject confidentiality and non-use obligations that substantially are obligations, which shall be as same as the obligation of Receiving Party, with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less stringent than those confidentiality and non-a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use provisions contained the Confidential Information solely in connection with the purposes of this Agreement; provided. Notwithstanding the foregoing, however, that the term of confidentiality for such Third Parties Vintagence Know-How shall be no less deemed as Confidential Information, and Vintagence shall not (without Terns’ prior written consent in each case) disclose to any Third Party any Vintagence Know-How or use such Vintagence Know-How other than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors perform its obligations under this Agreement for the sole purpose benefit of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) yearsTerns.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”b) on the following conditions: [***]. Any combination of features or disclosures It shall not be deemed considered a breach of this Agreement if the Receiving Party discloses Confidential Information in order to fall within comply with a lawfully issued court or with a requirement of Applicable Law; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. Notwithstanding the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession provisions of Article 8.1(a), either Party may disclose Confidential Information of the receiving other Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a if such Party is required to make such disclosure by judicial Applicable Laws, in response to rules or administrative process (including a request for discovery received in an arbitration guidance of the United States Internal Revenue Service or litigation proceeding)other taxing authority, or in other legal processes, including by a statute, regulation the rules or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party regulations of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. United States or abroad, of any stock exchange or other securities trading institution and shall disclose only such Confidential Information of such other Party as otherwise is required by lawto be disclosed.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 : is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 ; is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 ; is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 ; is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 ; [36] Consider amending to “receiving Party’s contemporaneous business records” to exclude business records created after the event is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 authorizations; [37] The provider of the Information may want to ensure that disclosures under Section 3.1.5 are only made following approval. is deemed necessary by Merck the receiving Party to be disclosed to Affiliates, Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem such Party deems necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 or is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 3.1 or Section 4.23.3, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 3.1 and Section 4.23.3, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving PartyParty or its Related Parties;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality, non-disclosure and non-use set forth above and in Section 6.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission, Russian Federal Financial Markets Service or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesParty, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 6.1 or Section 4.26.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non- disclosure and non-use provisions of this Section 4.1 6.1 and Section 4.26.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the other Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder Each of GalaGen and Wyeth-Ayerst shall be maintained use only in confidence by the receiving Party accordance with this Agreement and shall not be disclosed disclose to any Third Party or used for any purpose except as set forth herein information received by it from the other Party (the "Information"), without the prior written consent of the disclosing other Party, except . The foregoing obligations shall survive [**CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]. These obligations shall not apply to the extent that such InformationInformation that:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality has the right to the disclosing Partymake such disclosure;
4.1.4 (iv) is developed by the receiving Party independently of the Information received from the disclosing Party, as Party and such independent development can be documented by the receiving Party’s business records;
4.1.5 (v) is disclosed to any institutional review board of any entity conducting clinical trials or any governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product[**CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] and/or Products, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or approvals;authorizations; and, in which case reasonable effort shall be taken to maintain the confidentiality of such Information, or
4.1.6 (vi) is deemed necessary required by Merck law, regulation, rule, act or order of any governmental authority or agency to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving a Party, on the condition PROVIDED that such attorneys, independent accountants and financial advisors agree notice is promptly delivered to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge seek a protective order or limit other similar order with respect to such Information and thereafter the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject disclosing Party discloses to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and requesting entity only the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement minimum Information required to be redacted disclosed in any filings made order to comply with the request, whether or not a protective order or other similar order is obtained by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawother Party.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder under this Agreement shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein in this Agreement without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party Party, with no restrictions on further disclosure, by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market ProductTherapeutic Products or Tests, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesAffiliates, agent(s)agents, consultant(s)consultants, and/or other Third Parties on a need-to-know basis for any and all purposes Merck and its Affiliates deem reasonably necessary or advisable for the research and development, manufacturing and/or marketing of Therapeutic Product and Test (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; oror [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 ON THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be are bound by the confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by law, regulation, or judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.24.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by law, regulation, judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order such Information shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Collaboration and License Agreement (Foxhollow Technologies, Inc.)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party to received from the other Party hereunder shall be maintained in strict confidence by the receiving Party and shall not be disclosed by either Party to any Third Party other person, or used for any purpose except as set forth herein corporation or other business entity, or any government or any agency or political subdivision thereof without the prior written consent of the disclosing other Party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business written records;,
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party Party, by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;:
4.1.4 (d) is developed by the receiving Party independently of Proprietary Information received from the disclosing other Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Partieslicensees, agent(s)sublicensees, consultant(s)agents, consultants, affiliates and/or other Third Parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing or advisable marketing of the Compound or the Licensed Product (or for such Parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten five (105) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed by law or court order, provided that notice is promptly delivered to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to Without limiting any of the confidentiality and non-use foregoing provisions of this Section 4.1 and Section 4.2Paragraph 7.1, it is understood that either Party hereto, including any Affiliate, may make reasonable disclosure of this Agreement, and the terms hereof as may be required by law (including securities laws), provided that the Party disclosing information pursuant subject to such law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued seek confidential treatment of key commercial and scientific terms to the extent such informationtreatment is available under law and as agreed to by the Parties; or
(h) in connection with an assertion of its rights under this Agreement; or
(i) under a binder of confidentiality to any person or entity who may be interested in investing in or acquiring all or substantially all of the assets or securities of such Party; or
(j) to its legal and financial advisors provided such advisors are under a duty of confidentiality that covers such disclosed Confidential Information. The Parties will consult and cooperate fully with each other on the provisions Upon execution of this Agreement to be redacted in any filings made by Agreement, the Parties may issue a mutually accepted press release. Furthermore, the Parties hereby agree that any proposed additional press release or communication with the Securities public by either Party, with regards to and/or affecting the Collaboration, shall be submitted to the other Party for review, comment and Exchange Commission or similar governmental agency final approval prior to release thereof, except as permitted in the U.S. or abroad, or as otherwise required by lawthis Article 7.
Appears in 1 contract
Samples: Collaboration Agreement (Endo Pharmaceuticals Holdings Inc)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving PartyParty or its Related Parties;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality, non-disclosure and non-use set forth above and in Section 7.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission, Chinese Federal Financial Markets Service or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesParty, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 7.1 or Section 4.27.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non-disclosure and non-use provisions of this Section 4.1 7.1 and Section 4.27.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the other Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 1 contract
Nondisclosure Obligation. All Confidential Information disclosed by or on behalf of one Party to the other Party hereunder under this Agreement that is marked “confidential” or “proprietary”, and in the case of oral information, is summarized in a writing that is marked “confidential” or “proprietary” and delivered to the other Party within thirty (30) days of disclosure of such information, shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein whatsoever without the prior written consent of the disclosing other Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by or on behalf of the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partyrecipient;
4.1.3 (c) is subsequently disclosed to the a receiving Party by a Third Party who may lawfully do so and is not directly or indirectly under an obligation of confidentiality to the disclosing Party, as documented by written business records in existence prior to the receipt of such information from the disclosing Party;
4.1.4 (d) is developed by the receiving Party recipient independently of of, and without reference to or use of, Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is required to be disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or patents, to gain or maintain obtain approval to conduct clinical trials on Compound or Product or to market ProductProducts, but or to comply with applicable governmental or stock exchange or quotation system regulations; provided, however, that such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsapproval, or to comply with laws or regulations as appropriate and that confidential treatment will be sought to the extent reasonably practicable;
4.1.6 (f) is deemed necessary disclosed by Merck Licensee to be disclosed to Related Parties, agent(s), consultant(s), actual or potential permitted sub-licensees and/or other Third Parties (1) for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course purpose of business to achieve the objectives of conducting activities under this Agreement on the condition that (or for such actual or potential permitted sub-licensees or permitted assignees and/or other Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained determine their interest in performing such activities) in accordance with this Agreement;
(g) is disclosed to employees, officers, directors, consultants, agents, investors or potential investors (including underwriters), of, or lenders or potential lenders to, the Party making such disclosure; provided, however, that such employees, officers, directors, consultants, agents, investors, potential investors, lenders and potential lenders have agreed to be bound by confidentiality obligations substantially equivalent to the term of confidentiality terms herein for such Third Parties shall be no less than ten five (105) yearsyears from the date of disclosure; orand provided further that notwithstanding the provisions set forth above in this subsection (g), neither Party shall disclose Confidential Information of the other Party to potential investors (including underwriters) or potential lenders except to the extent that such disclosure is made in the context of such potential investors' or potential lenders' due diligence investigation of the Party making such disclosure;
4.1.7 (h) is deemed necessary used by counsel to the receiving Party for the purpose of conducting activities under this Agreement in accordance with its respective terms or is used by the receiving Party for the purpose of allowing the receiving Party to be disclosed effectively exploit its rights under this Agreement and obtain all of the benefits under this Agreement to which such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound Party is entitled as contemplated by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten or
(10i) years.
4.1.8 is deemed necessary by the receiving Party required to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statutelaw, regulation or rule of law (e.g., securities laws, rules and regulations), court order; provided that notice is promptly delivered to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations; and provided further that such disclosure may be only to the extent reasonably necessary to comply with the applicable law, regulation or court order. The disclosing Party shall identify any Confidential Information delivered to the receiving Party that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions confidential information of this Section 4.1 and Section 4.2, a Third Party and the disclosing Party disclosing information pursuant to law or court order shall take all steps reasonably necessaryinform the receiving Party of any restrictions, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of limitations and qualifications imposed on such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made Confidential Information by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawsuch Third Party.
Appears in 1 contract
Samples: Technology License and Use Agreement
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.2 is properly in the public domain by use and/or publication before its receipt from domain; * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;Commission.
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to comply with applicable law or regulations, provided the receiving Party provides to the disclosing Party prompt prior written notice of its obligation to make such disclosure and take reasonable and lawful actions to avoid or minimize the degree of such disclosure;
4.1.6 is disclosed to governmental or other regulatory agencies to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; and
4.1.6 4.1.7 is deemed necessary by Merck in the reasonable exercise of its judgment to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable for the research and development, manufacturing and/or marketing of the Product (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. All (a) For the Term and […***…] years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information disclosed by one Party to of the other Party hereunder (the “Disclosing Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Disclosing Party; provided, except however, the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault sublicensees) of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third such Receiving Party who may lawfully do so and is not under an obligation of confidentiality need to know the disclosing Party;
4.1.4 is developed Confidential Information in connection with exercising rights or performing obligations as contemplated by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on or any other written agreement between the condition that such Third Parties agree to be and are bound by confidentiality and non-use obligations that substantially are no less stringent than with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use provisions contained obligations. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by this AgreementAgreement or any other written agreement between the Parties.
(b) It shall not be considered a breach of this Agreement if the Receiving Party discloses Confidential Information or either Party discloses the terms and conditions of this Agreement in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Laws or the rules of any internationally recognized stock exchange; provided, however, that provided that: (i) the term Receiving Party gives prompt written notice of confidentiality such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Third Parties Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall be no less than ten (10) years; or
4.1.7 only disclose those portions of the Confidential Information that it is deemed necessary by counsel legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, including the Confidentiality Agreement, the terms of this ARTICLE 10 shall control to the receiving Party to be disclosed to extent of such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: conflict. [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.] = CERTAIN CONFIDENTIAL INFORMATION OMITTED
Appears in 1 contract
Samples: License Agreement (Zai Lab LTD)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years[*]; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), ) to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Cocrystal Pharma, Inc.)
Nondisclosure Obligation. All (a) During the Term of this Agreement and for five (5) years thereafter (except in respect of trade secrets or Know-How for so long as such Confidential Information disclosed by one remains confidential or non-public), the Party to receiving the Confidential Information of the other Party hereunder (such receiving Party, the “Receiving Party”) shall be maintained (a) keep confidential, with at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in confidence by no event less than a reasonable standard of care) to keep confidential the receiving Party and shall Confidential Information, (b) not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing other Party (the “Disclosing Party”); provided, except however, the Receiving Party may disclose the Confidential Information to the extent that such Information:
4.1.1 is known by the receiving Party at the time those of its receiptAffiliates, officers, directors, employees, agents, consultants or independent contractors (including sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and the performance thereunder, and not through a prior disclosure are bound by confidentiality obligations with respect to such Confidential Information at least as restrictive as those contained in this Agreement, and (c) shall use the disclosing Party, as documented by Confidential Information solely in connection with the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on (it being understood that this Section 10.01 shall not create or imply any rights or licenses not expressly granted under this Agreement). Notwithstanding anything to the condition that such Third Parties agree to be bound by contrary in the foregoing, the obligations of confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and with respect to any trade secret or to Know-How within such Confidential Information shall survive such five (5) year period for so long as such Confidential Information remains confidential or non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) yearspublic.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”b) on the following conditions: [***]. Any combination of features or disclosures It shall not be deemed considered a breach of Section 10.01(a) if the Receiving Party discloses Confidential Information in order to fall within comply with a lawfully issued court or governmental order or with a requirement of Applicable Laws or the foregoing exclusions merely because individual features are published or available rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the general public Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or in obtain a protective order for such Confidential Information (taking into account and considering Licensor’s capacity and available resources) and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the rightful possession Receiving Party shall only disclose those portions of the receiving Party unless Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the combination itself and principle disclosed Confidential Information. The terms of operation are published or available to the general public or in the rightful possession this ARTICLE X supersedes as of the receiving Party. If a Party is required Effective Date the confidentiality agreement executed by judicial the Parties dated as of July 10, 2023; provided however that all “Confidential Information” disclosed or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules the Parties and regulations), to disclose information that is their Affiliates thereunder shall be deemed Confidential Information hereunder and shall be subject to the non-disclosure provisions terms and conditions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawAgreement.
Appears in 1 contract
Samples: Research Collaboration and License Agreement (Palisade Bio, Inc.)
Nondisclosure Obligation. All At all times during the Term and for a period of [***] following termination or expiration of this Agreement in its entirety, all Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder shall be maintained in confidence by the receiving Receiving Party and shall not be published or otherwise disclosed to any a Third Party or used for any purpose except as expressly set forth herein without the prior written consent of the disclosing Disclosing Party, except ; provided that the confidentiality obligations with respect to any Confidential Information that the Disclosing Party identifies as a trade secret shall extend until such Confidential Information is no longer a trade secret under Applicable Law. Each Party may use the other Party’s Confidential Information solely to the extent required to perform its obligations or exercise any rights under this Agreement. The confidentiality and non-use provisions of this Article X shall not apply to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Disclosing Party, as documented by the receiving Receiving Party’s business records;
4.1.2 (ii) is in the public domain or publicly known by use and/or or publication before its receipt from the disclosing Disclosing Party, or thereafter enters the public domain or becomes publicly known through no fault of the receiving Receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Disclosing Party;; or
4.1.4 (iv) is developed by the receiving Receiving Party independently of Confidential Information received from the disclosing PartyDisclosing Party (including any Joint Patents), as documented by the receiving Receiving Party’s business records;
4.1.5 is disclosed to governmental . Specific aspects or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course details of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures Confidential Information shall not be deemed to fall be within the foregoing exclusions public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the Receiving Party merely because individual features elements of such Confidential Information are published or available to in the general public domain or in the rightful possession of the receiving Receiving Party unless the combination itself and principle of operation its principles are published or available to in the general public domain or in the rightful possession of the receiving Receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: License and Collaboration Agreement (Protagonist Therapeutics, Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.2 is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s contemporaneous business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to comply with applicable law or regulations, provided the receiving Party provides to the disclosing Party prompt prior written notice of its obligation to make such disclosure and take reasonable and lawful actions to avoid or minimize the degree of such disclosure;
4.1.6 is disclosed to governmental or other regulatory agencies to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; and
4.1.6 4.1.7 is deemed necessary by Merck in the reasonable exercise of its judgment to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable for the research and development, manufacturing and/or marketing of the Product (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. All Information (a) Except as provided in this Section 8.1, all confidential or proprietary information disclosed by one Party or any of its Affiliates to the other Party or any of its Affiliates hereunder in connection with this Agreement, whether disclosed or provided prior to or after the Effective Date and whether provided orally, visually, electronically or in writing, shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, until [_____] ([__]) years following the Term of this Agreement, except to the extent that such Information:: [Length of non-disclosure obligations omitted as competitively sensitive information.]
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing PartyParty under a confidentiality agreement, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes part of the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is . All information disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only by one Party to the extent reasonably necessary other hereunder, other than described in Subsections (i) through (iv) above, is hereinafter referred to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any as “Confidential Information”. The Information and all purposes Merck the Licensed Technology and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives terms and conditions of this Agreement on shall be deemed the condition that Confidential Information of both Parties.
(b) Each Party may disclose Confidential Information of the other Party, without such Third Parties agree other Party's prior written consent, to be its and its Affiliates' directors, officers, employees, agents, consultants, Sublicensees, suppliers, and other persons or entities who:
(i) need to know such Confidential Information to assist the Party in fulfilling its obligations hereunder; and
(ii) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties Party uses to protect its own Confidential Information.
(c) Each Party shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel promptly disclose to the receiving other Party to be disclosed to such Party’s attorneysthe nature and scope of any breach of this provision by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partydirectors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lenderssuppliers, existing or other persons or entities permitted hereunder and prospective bona fide investorsthe steps taken to contain and address the breach, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available liable to the general public other Party for any breach of this Article 8 caused by any of the aforesaid, as applicable.
(d) Each Party may also disclose the Confidential Information of the other Party, without such other Party's prior written consent, to any person, entity, stock exchange or government or Regulatory Authority to the extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall take such actions as are reasonable to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment. In addition, EDESA may also disclose LICENSOR's Confidential Information, without the LICENSOR's prior written consent, to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals, seeking approval for reimbursement or pricing of a Product in the rightful possession Territory or satisfying any other regulatory obligation regarding the Product, or seeking or obtaining consent from a participant in a Clinical Trial. Each Party may also disclose the Confidential Information of the receiving Party unless the combination itself and principle other Party, without such other Party's prior written consent, pursuant to an order of operation are published a Regulatory Authority or available to the general public or in the rightful possession court of the receiving Party. If a Party is required by judicial or administrative process competent jurisdiction, provided that it: (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall i) promptly inform notifies the other Party of the required disclosure that is being sought in order to provide the other such Party an opportunity to challenge take legal action to prevent or limit such disclosure and, if asked, reasonably assists the disclosure obligations. other Party in pursuing such action; and (ii) shall only disclose the Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise minimum extent required by law.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; or
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially are no less [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] stringent than those confidentiality and non-use uses provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]] years. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.210.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 10.1 and Section 4.210.1, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other another Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure disclosure, directly or indirectly, by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving PartyParty or its Related Parties;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality, non-disclosure and non-use set forth above and in Section 11.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are bound by confidentiality, non-disclosure and non-use obligations substantially similar to those set forth herein; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related PartiesParty, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be each case who are bound by confidentiality confidentiality, non-disclosure and non-use obligations that substantially are no less stringent than similar to those confidentiality set forth herein, and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 11.1 or Section 4.211.2, such Party shall promptly inform the other disclosing Party of the disclosure that is being sought in order to provide the other disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality confidentiality, non-disclosure and non-use provisions of this Section 4.1 11.1 and Section 4.211.2, and the Party disclosing information Confidential Information pursuant to law or court order shall shall, at the disclosing Party’s expense, take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if a Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Parties with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Parties with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 1 contract
Nondisclosure Obligation. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party other person, or used for any purpose except as set forth herein corporation or other business entity, or any government or any agency or political subdivision thereof without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (d) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Productthe Licensed Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (e) is deemed necessary by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck and development, manufacturing and/or marketing of the Licensed Products (or for such parties to determine their interest in performing such activities in its Affiliates deem necessary or advisable respective territory) in the ordinary course of business to achieve the objectives of accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors third parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors third parties shall be no less than ten five (105) years.; or
4.1.8 (f) is deemed necessary by the receiving Party required to be disclosed to such Party’s executivesby law or court order, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available provided that notice is delivered to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to ; provided, however, without limiting any of the confidentiality and non-use foregoing provisions of Section 9.1, it is understood that (i) either party hereto, including any Affiliate, may make reasonable disclosure of this Section 4.1 and Section 4.2Agreement, at its own discretion, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult financial and cooperate fully with each other on the provisions of this Agreement to be redacted terms hereof in any filings made required by the Parties with the Securities and Exchange Commission (the "SEC"), in connection with and subsequent to any offering of either party's securities to the public, on Form S-1 (or similar governmental agency other applicable initial registration form), Form 10-K, Form 10-Q, Form 8-K or other applicable SEC form, and in the U.S. footnotes to any financial statements; (ii) either party may file this Agreement as an exhibit to any Form X-0, Xxxx X-0, Form 10-K, Form 10-Q, Form 8-K or abroadother applicable SEC form; (iii) either party may describe this Agreement including the milestones and royalty provisions in the "Management's Discussions and Analysis of Financial Conditions and Results of Operations" section of any filings with the SEC; and (iv) either party may distribute any such filing made to the SEC (other than matters for which Confidential Treatment have been requested) in the ordinary course of its business (e.g. to financial analysts and to stockholders). Any press release mentioning the other party by name proposed by INTERCARDIA or OPOCRIN shall be submitted to the other party as designated from time to time by each party for review and comment prior to release thereof, or except as otherwise required permitted in this Section 9.1(f). Not withstanding the above, each party shall maintain confidential any information deemed proprietary by laweither party pursuant to this Agreement.
Appears in 1 contract
Samples: License Agreement (Intercardia Inc)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party other person, or used for any purpose except as set forth herein corporation or other business entity, or any government or any agency or political subdivision thereof without the prior written consent of the disclosing Partyother party, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the a receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates and/or other Third Parties third parties for the research and development, manufacturing and/or marketing of the Compound or the Licensed Product (or for such parties to determine their interest in performing such activities including but not limited to any and all purposes Merck and its Affiliates deem necessary or advisable activities of the COMPANY outside the Territory) in the ordinary course of business to achieve the objectives of accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors third parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors third parties shall be no less than ten five (105) years.; or
4.1.8 (g) is deemed necessary by the receiving Party required to be disclosed to such Party’s executivesby law or court order, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available provided that notice is promptly delivered to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to ; provided, however, without limiting any of the confidentiality and non-use foregoing provisions of Section 5.1, it is understood that (i) either party hereto, including any Affiliate, may make reasonable disclosure of this Section 4.1 and Section 4.2Agreement, at its own discretion, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult financial and cooperate fully with each other on the provisions of this Agreement to be redacted terms hereof in any filings made required by the Parties with the Securities and Exchange Commission (the "SEC"), in connection with and subsequent to any offering of either party's securities to the public, on Form S-1 (or similar governmental agency other applicable initial registration form), Form 10-K, Form 10-Q, Form 8-K or other applicable SEC form, and in the U.S. footnotes to any financial statements; (ii) either party may file this Agreement as an exhibit to any Form S-1, Form 10-K, Form 10-Q, Form 8-K or abroadother applicable SEC form; (iii) either party may describe this Agreement including the expense sharing and royalty provisions in the "Management's Discussions and Analysis of Financial Conditions and Results of Operations" section of any filings with the SEC; and (iv) either party may distribute any such filing made to the SEC (other than matters for which Confidential Treatment have been requested) in the ordinary course of its business (e.g. to financial analysts and to stockholders). Any press release regarding the other party proposed by KNOLL or the COMPANY shall be submitted to the other party as designated from time to time by each party for review and comment prior to release thereof, or except as otherwise required by lawpermitted in this Section 5.1(g).
Appears in 1 contract
Samples: Development, Manufacturing, Marketing and License Agreement (Intercardia Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and its Affiliates and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (A) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (B) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (C) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (D) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 (E) is disclosed reasonably necessary to disclose to governmental or other regulatory agencies (i) in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsMarketing Authorizations or (ii) to comply with disclosure obligations under securities laws, rules or regulations, including, without limitation, the rules and regulations of any stock exchange;
4.1.6 (F) is deemed necessary by Merck to be disclosed to Related Partiessubliceenses, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable to research, develop and commercialize Evaluation Collaboration Compounds, Selected Collaboration Compounds and Products in the ordinary course of business to achieve the objectives of accordance with this Agreement on the condition that such Third Parties Persons agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than at least as strict as those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten [**] years;
(10G) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s 's attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations at least as strict as those contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten [**] years;
(10H) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited a Third Party that has provided the receiving Party with a bona fide written offer to members purchase all or substantially all of the Board assets of Directors and/or Scientific Advisory Boardthe receiving Party or acquire fifty percent (50%) or more of the voting equity securities or management control of such receiving Party, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: condition that such Third Party and its attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations at least as strict as those contained in this Agreement; provided, however, that the term of confidentiality for such Third Party and its attorneys, independent accountants and financial advisors shall be no less than [***]] years; or
(I) is an Adverse Experience relating to IMO-2055, provided that such disclosure may be made by Idera only to The Immune Response Corporation as required by The Immune Response Corporation Agreement. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Idera Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third a non-Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s 's business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 (e) is deemed necessary by Merck counsel to the receiving Party to be disclosed to such Party's attorneys or independent accountants for the sole purpose of enabling such attorneys or independent accountants to provide advice to the receiving Party, on the condition that such attorneys and independent accountants agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided, however, that the term of confidentiality for such attorneys and independent accountants shall be no less than [**]; or
(f) is deemed necessary by a Party to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary the Development, Manufacturing or advisable Commercialization of Ophthalmic Product (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than similar to those confidentiality and non-use provisions contained in this Agreement; Agreement provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. Notwithstanding the obligations of confidentiality and non-use set forth above, a receiving Party may provide Information disclosed to it to (i) governmental or other Regulatory Authorities in order to obtain patents or to gain or maintain approval to conduct Clinical Studies or to otherwise Develop, Manufacture or Commercialize Ophthalmic Products; provided, that such disclosure shall be subject to the prior written consent of the Party whose Information is intended to be disclosed (which consent shall not be unreasonably withheld), and such Information shall be disclosed only to the extent reasonably necessary to obtain patents or authorizations, (ii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq, (iii) any bona fide actual or prospective underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective underwriters, investors, lenders or other financing sources to determine their interest in underwriting or making an investment in, or otherwise providing financing to, the receiving Party; provided, however, that in the case of an investor that is a Significant Pharmaceutical Company, such disclosure shall be subject to the prior written consent of the Party whose Information is intended to be disclosed (which consent shall not be unreasonably withheld), and (iv) in the event that the Party seeking to provide Information of the other Party is the Continuing Party with respect to a Royalty-Bearing Product, any bona fide actual or prospective collaborators or strategic partners with respect to the Development or Commercialization of such Royalty-Bearing Product, who are obligated to keep such information confidential; provided, however, that the Party and/or its Affiliates shall only disclose to actual or prospective collaborators and strategic partners the general subject matter of this Agreement, the licenses granted hereunder, the provisions set forth in Section 2.13 and 13.2, the provisions of Articles 8, 9 and 11, and such Know-How and Patent Rights relating to such Royalty-Bearing Product as the receiving Party, in its reasonable judgment, considers necessary for such actual or prospective collaborators or strategic partners to evaluate their interest in such Royalty-Bearing Product. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 9.1 or Section 4.29.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 9.1 and Section 4.29.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationInformation. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the Securities and Exchange Commission or similar governmental agency in Commission, such Party shall provide the U.S. or abroadother Party with a copy of this Agreement showing any sections as to which the Party proposes to request confidential treatment, or as otherwise required by lawwill provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party's reasonable comments into consideration before filing the Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Information proprietary or confidential information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") hereunder in writing and marked "Confidential" or the equivalent (the "Proprietary Information") shall be maintained in confidence by the receiving Receiving Party and shall not be disclosed to any a Third Party or used for any purpose whatsoever except as set forth herein without the prior written consent of the disclosing Disclosing Party. All information disclosed by CELL GENESYS or TKT pursuant to the Binding Letter of Intent dated April 21, except 2002 (the "LOI") shall be deemed Proprietary Information of CELL GENESYS or TKT, as the case may be, and shall be subject to the terms of this Article 3. For purposes of clarity, it is the intent of the Parties that general financial terms may be disclosed but that the number of Licensed Products and the nature and category of proteins which may be designated under this Agreement , as well as the nature of the milestones herein shall be considered Proprietary Information of both Parties. The identity of the Licensed Products and Designated Proteins shall be TKT Proprietary Information. However, the foregoing obligations shall not apply to particular Proprietary Information solely to the extent that the receiving Party can demonstrate with written evidence that such Information:
4.1.1 information: is known by the receiving Receiving Party at the time of its receipt, and not through a prior confidential disclosure by or on behalf of the disclosing Disclosing Party, as documented by the receiving Party’s business records;
4.1.2 ; is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Receiving Party;
4.1.3 ; is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not directly or indirectly under an obligation of confidentiality to the disclosing Disclosing Party;
4.1.4 ; or is developed by the receiving Receiving Party independently of of, and without reference to or use of, Proprietary Information received from the disclosing Disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: License Agreement (Cell Genesys Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder or pursuant to the Prior CDA shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 10.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 10.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 10.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 10.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 10.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market ProductProducts or Small Molecule Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents (subject to the applicable provisions of ARTICLE 12) or approvalsauthorizations;
4.1.6 10.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), ) and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve in the objectives exercise and performance of its rights and obligations under and in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years[***]; or
4.1.7 10.1.7 is deemed necessary by NGM to be disclosed to employees, agent(s) and consultant(s), and/or other Third Parties for any and all purposes NGM and its Affiliates deem necessary or advisable for NGM to conduct the Collaboration, or to exercise and perform its rights and obligations under and in accordance with this Agreement (including the exercise of licenses granted to NGM hereunder) or for NGM’s scientific advisory board to perform its ordinary roles and responsibilities on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than [***];
10.1.8 is deemed necessary by a Party [***]; provided, however, that the term of confidentiality for such investor, acquiror, merger partner or other financial partner shall be no less than [***]; or
10.1.9 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. .
10.1.10 Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. .
10.1.11 If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.10.1 or
Appears in 1 contract
Samples: Research Collaboration, Product Development and License Agreement (NGM Biopharmaceuticals Inc)
Nondisclosure Obligation. All Information Except as provided in this Article 11.1, all information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, until five (5) years following the Term of this Agreement, except to the extent that such Informationinformation:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes part of the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Information information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (e) All information disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only by one Party to the extent reasonably necessary other hereunder, other than described in subarticles (a) through (d) above, is hereinafter referred to obtain as “Confidential Information.” Each Party may disclose Confidential Information of the other Party, without such patents other Party’s prior written consent, to its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors as provided in Article 3.5, suppliers, and other persons or approvals;entities who:
4.1.6 is deemed necessary by Merck (a) need to be disclosed know such Confidential Information to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and assist the Party in fulfilling its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be obligations hereunder; and
(b) are bound by written confidentiality and non-use obligations that substantially are no less stringent than consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties Party uses to protect its own Confidential Information. Each Party shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel promptly disclose to the receiving other Party to be disclosed to such Party’s attorneysany breach of this provision by it, independent accountants or financial advisors for the sole purpose of enabling such attorneysits Affiliates, independent accountants or financial advisors to provide advice to the receiving Partydirectors, on the condition that such attorneysofficers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; providedemployees, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Boardagents, consultants, bankersSublicensees, lendersSubcontractors, existing and prospective bona fide investorssuppliers, and prospective merger and/or acquisition partners (“Representatives”) on or other persons or entities permitted hereunder. Each Party may also disclose the following conditions: [***]. Any combination Confidential Information of features the other Party, without such other Party’s prior written consent, to any person, entity, or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published government or available regulatory authority to the general public extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall cooperate with the other Party and take such actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment. In addition, each Party may also disclose the other Party’s Confidential Information, without the other Party’s prior written consent, to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals or satisfying any other regulatory obligation regarding Licensed Products, or, in the rightful possession case of the receiving Commercializing Party, in connection with the Commercialization of Licensed Products including under a confidentiality agreement to actual or potential sublicensees or permitted assignees. Each Party unless may also disclose the combination itself and principle of operation are published or available to the general public or in the rightful possession Confidential Information of the receiving other Party. If , without such other Party’s prior written consent, pursuant to an order of a Party is required by judicial Regulatory Authority or administrative process (including a request for discovery received in an arbitration or litigation proceeding)court of competent jurisdiction, or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information provided that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall it promptly inform notifies the other Party of the required disclosure that is being sought and cooperates with the other Party in order to provide the other such Party an opportunity to challenge take legal action to prevent or limit such disclosure and, if asked, reasonably assist the other Party in pursuing such action. Each Party may also disclose the Confidential Information of the other Party, without such other Party’s prior written consent, as is necessary to pursue or defend against a legal or regulatory action by one Party against the other with respect to this Agreement. A Party disclosing the other Party’s Confidential Information, pursuant to this exception, will promptly disclose to the other Party the Confidential Information to be disclosed and shall use reasonable efforts to minimize the disclosure obligations. Information that is disclosed of the other Party’s Confidential Information, including, without limitation, by judicial or administrative process shall remain otherwise subject seeking to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawfile pleadings under seal.
Appears in 1 contract
Samples: Collaboration and License Agreement (Transition Therapeutics Inc.)
Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 6.1.1 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 ARTICLE 9 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 6.1.2 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or[*];
4.1.7 6.1.3 is deemed necessary by counsel to the receiving Receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [*]; or
6.1.4 [**]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. ] If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 6.1 or Section 4.26.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 6.1 and Section 4.26.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will shall consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: Exclusive Patent License and Research Collaboration Agreement (Sutro Biopharma Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; * Portions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
4.1.6 (f) is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem deems necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by Federal, State or other applicable law by a court of competent jurisdiction, or other judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Surmodics Inc)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 (e) is deemed necessary by Merck the receiving Party to be disclosed to Related Partiesits Affiliates, licensees and sublicensees, agent(s), consultant(s), and/or or other Third Parties for any and all purposes Merck such Party and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties have a need to know such Information so that the receiving Party may exercise its rights and perform its obligations hereunder and agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years[***], and the receiving Party shall be liable and responsible for such Persons’ compliance with the terms of this Article 5; or
4.1.7 (f) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, insurers, independent accountants or financial advisors for the sole purpose of enabling such attorneys, insurers, independent accountants or financial advisors to provide advice and services to the receiving Party, on the condition that such attorneys, insurers, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, insurers, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***], and the receiving Party shall be liable and responsible for such Persons’ compliance with the terms of this Article. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.NAI-1530421791v2
Appears in 1 contract
Samples: Exclusive License Agreement (Dare Bioscience, Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes generally known to the public domain through no fault breach of this Agreement by the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 9.1(c) below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 9.1(b); (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Product, but exploit its rights under this Agreement; provided that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents Party, in each case who are under an obligation or approvals;
4.1.6 confidentiality with respect to such information that is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality the terms of this Section 9.1(b) and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an Existing Alnylam In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 9.1(b) or Section 4.29.1(c), such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 9.1(b) and Section 4.2, and the 9.1(c). If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing the Agreement.
(c) Alnylam recognizes the value of the license granted in this Agreement depends, in part, on Alnylam protecting the secrecy of the Alnylam Know-How. Therefore, without limiting Alnylam’s right to license the Alnylam Know-How in any way it chooses, Alnylam shall use Commercially Reasonable Efforts to protect the confidentiality of the Alnylam Know-How as determined by lawAlnylam in its reasonable business judgment.
Appears in 1 contract
Samples: License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. All (a) For the Term of this Agreement and [* * *] thereafter, the Party receiving the Confidential Information disclosed by one Party to of the other Party hereunder shall be maintained in confidence by (such receiving Party, the receiving Party “Receiving Party”) will keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party will exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party will use the Confidential Information solely in connection with the purposes of this Agreement. (b) It will not be considered a breach of this Agreement if the Receiving Party discloses Confidential Information in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party will only disclose those portions of the Confidential Information that it is legally required to disclose and will make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, the terms of this ARTICLE 10 will control to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawconflict.
Appears in 1 contract
Samples: License and Collaboration Agreement (Paratek Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on directed to Company Information and Inventions, Merck Information and Inventions in accordance with Article 7 herein or Joint Information and Inventions, as applicable, or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is is, after the exercise of the [***] License Option and/or the [***] License Option by Merck, reasonably deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve in connection with the objectives development or commercialization of Products in the Field in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years;
4.1.7 is, prior to exercise of the [***] License Option and/or the [***] License Option by Merck, if at all, reasonably deemed necessary by Company to be disclosed to its Affiliates and consultant(s), and/or other Third Party contractors for purposes of performing Company’s obligations under this Agreement, on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 4.1.8 is reasonably deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), ) to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Research Collaboration and Option to License Agreement (Armata Pharmaceuticals, Inc.)
Nondisclosure Obligation. 7.1.1. All Confidential Information disclosed by one Party to the other Party hereunder under the Collaboration Agreement, Stock Purchase Agreement and Investor Agreement shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes generally known to the public domain through no fault breach of the Collaboration Agreement, Stock Purchase Agreement or Investor Agreement by the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is 7.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 7.1.3 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of the Collaboration Agreement, Stock Purchase Agreement or Investor Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under the Collaboration Agreement, Stock Purchase Agreement or Investor Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with the Collaboration Agreement, Stock Purchase Agreement or Investor Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 7.1; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound exploit its rights under the Collaboration Agreement, Stock Purchase Agreement or Product or to market ProductInvestor Agreement, but provided that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (iii) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (iv) any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents Party, in each case who are under an obligation or approvals;
4.1.6 confidentiality with respect to such information that is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality the terms of this Section 7.1; and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such (v) to Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.27.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure. Notwithstanding Section 7.1.1, Confidential Information that is required to be disclosed by judicial or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.27.1. If either Party concludes that a copy of any of the Collaboration Agreement, and the Party disclosing information pursuant to law Stock Purchase Agreement or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Investor Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. United States, such Party shall provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, shall provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and shall take such Party’s reasonable comments into consideration before filing such agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT
7.1.3. Alnylam acknowledges that Genzyme may use Confidential Information of Alnylam for purposes of making investment and voting decisions with respect to the shares of Common Stock owned by Genzyme, provided that (i) Genzyme hereby acknowledges to Alnylam that Genzyme is aware that the United States securities laws prohibit any Person who has material, non-public information concerning a company from purchasing or abroadselling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities and (ii) Genzyme hereby acknowledges that it is are aware of the sanctions under the United States securities laws attaching to misuse or such improper disclosure of any material, non-public information relating to Alnylam.
7.1.4. Each Party recognizes that the value to the other Party of the transactions under the Collaboration Agreement, Stock Purchase Agreement and Investor Agreement depend, in part, on each Party protecting the secrecy of its Know-How. Therefore, without limiting any Party’s right’s right to license its Know-How, subject to the terms of the Collaboration Agreement, Stock Purchase Agreement or Investor Agreement, in any way it chooses, each Party shall use commercially reasonable efforts to protect the confidentiality of its Know-How as otherwise required by lawdetermined in such Party’s reasonable business judgment.
7.1.5. Notwithstanding any provision of the Collaboration Agreement to the contrary but subject to the occurrence of the Effective Date, Residual Knowledge shall not be considered Confidential Information for purposes of this Section 7.1.
Appears in 1 contract
Samples: Master Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:consent
4.1.1 3.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 3.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 3.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 3.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;; [36] Consider amending to “receiving Party’s contemporaneous business records” to exclude business records created after the event
4.1.5 3.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;authorizations; [37] The provider of the Information may want to ensure that disclosures under Section 3.1.5 are only made following approval.
4.1.6 3.1.6 is deemed necessary by Merck the receiving Party to be disclosed to Affiliates, Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem such Party deems necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; orof
4.1.7 3.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 3.1 or Section 4.23.3, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-non- use provisions of this Section 4.1 3.1 and Section 4.23.3, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Nondisclosure Obligation. All 9.1.1 Except with the prior written consent of the Disclosing Party or as otherwise set forth herein, during the Term and for a period of [**] after any termination or expiration of this Agreement, all Confidential Information disclosed by one of the Disclosing Party to the other Party hereunder (a) shall be maintained in confidence by the receiving Party and Receiving Party, (b) shall not be disclosed by the Receiving Party to any an Affiliate or Third Party, and (c) shall not be used by the Receiving Party or used for any purpose except as to perform its obligations and to exploit its rights under this Agreement.
9.1.2 Notwithstanding the obligations of confidentiality and non-use set forth herein without above the prior written consent Receiving Party may provide the Disclosing Party’s Confidential Information, and disclose the existence and terms of this Agreement, as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically (a) to its Related Parties, and the Receiving Party’s and its Related Parties’ employees, directors, officers, agents, consultants, advisors or other Third Parties who need to know the Confidential Information of the disclosing Party, except to Disclosing Party for the extent that such Information:
4.1.1 is known by the receiving Party at the time performance of its receiptobligations or to exercises its rights hereunder (or for such Persons to determine their interest in performing such activities) in accordance with this Agreement, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party each case who may lawfully do so and is not are under an obligation of confidentiality with respect to such Confidential Information that is no less stringent than the disclosing terms of this Section 9.1, provided that, it being understood that, notwithstanding any other provision of this Agreement, in the case of disclosures made to clinical trial sites, investigators, CROs or other Third Parties involved in the Development of the Licensed Compound or Licensed Product, the duration for the obligation of confidentiality and non-use provided in a Party;
4.1.4 is developed by ’s agreement with such clinical trial sites, investigators, CROs or other Third Parties may be less than the receiving Party independently duration for the obligation of Information received confidentiality and non-use in this Agreement so long as such agreement specifies a duration for the obligation of confidentiality and non-use at least [**] from the disclosing Partyexpiration or termination date of such agreement with clinical trial sites, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental investigators, CROs or other regulatory agencies Third Parties; (b) to Governmental Authorities or Regulatory Authorities in order to seek or obtain patents on Inventions Patent Rights or Regulatory Approvals in accordance a manner not inconsistent with Article 7 herein this Agreement or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Product, but exploit its rights under this Agreement; provided that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so; (c) to the extent required by Governmental Authority or Law; and (d) to its actual or bona fide prospective acquirers, underwriters, investors, lenders or other financing sources, its actual or bona fide prospective collaborators, licensors, licensees or strategic partners, and to its consultants and advisors with respect to any actual or bona fide prospective acquisition, sale, financing or collaboration of the Receiving Party, in each case who are under an obligation of confidentiality with respect to such patents or approvals;
4.1.6 information that is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in no less stringent than the ordinary course of business to achieve the objectives terms of this Agreement on the condition Section 9.1, provided that such Confidential Information is disclosed only to the extent reasonably necessary to do so. In addition, Karyopharm may disclose Antengene’s Confidential Information to the counterparty to any Karyopharm Third Parties agree Party Agreement, which is under an obligation of confidentiality with respect to such Confidential Information that is no less stringent than the terms of this Section 9.1, to comply with such Third Party Agreement, provided that such Confidential Information is disclosed only to the extent reasonably necessary to do so and Karyopharm shall be bound by fully responsible for compliance with such an obligation of confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this by such counterparty to any Karyopharm Third Party Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a the Receiving Party is required by judicial Governmental Authority or administrative process (including a request for discovery received in an arbitration or litigation proceeding)Law to disclose the Disclosing Party’s Confidential Information, or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations)the Receiving Party shall, to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2extent consistent with Law, such Party shall promptly inform the other Disclosing Party of the required disclosure that is being sought in order to provide the other Disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required to be disclosed by judicial Governmental Authority or administrative process Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the 9.1. If a Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to shall be redacted in any filings made by the Parties filed with the U.S. Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or then, to the extent consistent with Law, such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable and timely comments into consideration before filing this Agreement.
Appears in 1 contract
Nondisclosure Obligation. 11.1.1. All Confidential Information disclosed by or on behalf of one Party to the other Party hereunder shall or its representative under this Agreement will be maintained in confidence by the receiving Party and shall will not be disclosed to any a Third Party or used for any purpose except to exercise its licenses and other rights, to perform its obligations, or as otherwise set forth herein herein, without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 11.1.1.1. is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;,
4.1.2 11.1.1.2. is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes generally known to the public domain through no fault breach of this Agreement by the receiving Party;,
4.1.3 11.1.1.3. is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;, or
4.1.4 11.1.1.4. is developed by the receiving Party independently independently, and without use or application, of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental . Specific aspects or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course details of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall Confidential Information will not be deemed to fall be within the foregoing exclusions public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the receiving Party merely because individual features elements of such Confidential Information are published or available to in the general public domain or in the rightful possession of the receiving Party unless the combination itself and principle of operation its principles are published or available to in the general public domain or in the rightful possession of the receiving Party.
11.1.2. Notwithstanding the obligations of confidentiality and non-use set forth in this Agreement, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement, as may be reasonably required in order to perform its obligations and to exploit its licenses and other rights under this Agreement, and specifically to (a) Related Parties, and the receiving Party’s employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its licenses and other rights under this Agreement in each case who are under an obligation of confidentiality and non-use with respect to such information that is no less stringent than the terms of this Section 11.1, (b) governmental or other Regulatory Authorities in order to obtain patents or perform its obligations or exploit its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment, (c) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (d) with respect to the terms of this Agreement only, any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees or strategic partners and to employees, directors, agents, consultants and advisers of such Third Party, in each case who are under an obligation or confidentiality with respect to such information that is no less stringent than the terms of this Section 11.1 (but of duration customary in confidentiality agreements entered into for a similar purpose), and (e) Third Parties to the extent a Party is required to do so pursuant to the terms of an In-License, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information of the other Party that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.211.1, such Party shall will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsand will reasonably assist in obtaining such treatment at the other Party’s reasonable cost. Notwithstanding this Section 11.1.1, Confidential Information that is permitted or required to be disclosed by judicial or administrative process shall will remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the 11.1. If either Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as otherwise required to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use Commercially Reasonable Efforts to have terms identified by lawsuch other Party afforded confidential treatment by the applicable regulatory agency.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product Clinical Trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck Aptose to be disclosed to Related Parties, agent(s), consultant(s), actual or potential sublicensees or acquirors and/or other Third Parties for any and all purposes Merck that Aptose and its Affiliates Related Parties deem necessary or advisable in the ordinary course of business to achieve business, including in connection with the objectives Exploitation of any Compound and/or Product under this Agreement on the condition Agreement, provided that such Related Parties, agent(s), consultant(s) and/or Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those contained in this Agreement for no less than five (5) years, and where Aptose shall be responsible for their breach of confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) yearsobligations; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten five (105) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), ) to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.24.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall otherwise remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.24.1, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationInformation. The Parties will consult and cooperate fully with each other on disclosing Party shall ensure that the provisions scope of this Agreement disclosure is to be redacted in any filings made the minimum extent possible that is required by the Parties with the Securities and Exchange Commission law or similar governmental agency in the U.S. or abroad, or as otherwise required by lawcourt order.
Appears in 1 contract
Samples: Exclusive License Agreement (Aptose Biosciences Inc.)
Nondisclosure Obligation. All Proprietary Information disclosed by one Party a disclosing party to the other Party a receiving party hereunder shall be maintained in confidence by the receiving Party party and shall not be disclosed to any Third Party a non-party or used for any purpose except as set forth herein without the prior written consent of the disclosing Partyparty, except to the extent that such Proprietary Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information received from the disclosing Party, party as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations upon prior review and consent of the disclosing party;
4.1.6 (f) is deemed necessary by Merck PDC to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, Affiliates, distributors and/or other Third Parties third parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacture, use sale or advisable offer for sale of Tranzfect, Substance, or Licensed Product, (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that provided the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Samples: Option Agreement (Cytrx Corp)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are obligated to keep such Confidential Information confidential; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed keep such Confidential Information confidential, and (v) to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving PartyLicense. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 8.1 and Section 4.28.2, and the Party disclosing information Confidential Information pursuant to law or court order shall take all steps reasonably necessarypractical, including without limitation obtaining seeking an order of confidentiality, to ensure the continued confidential treatment of such informationConfidential Information. The Parties will consult and cooperate fully with each other In addition to the foregoing restrictions on the provisions public disclosure, if either Party concludes that a copy of this Agreement to must be redacted in any filings made by the Parties filed with the United States Securities and Exchange Commission or similar governmental regulatory agency in a country other than the U.S. or abroadUnited States, or such Party shall provide the other Party with a copy of this Agreement showing any sections as otherwise required by lawto which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment, and will take such Party’s reasonable comments into consideration before filing the Agreement.
Appears in 1 contract
Samples: License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)
Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any a Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (iv) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;.
4.1.5 is (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 8.2.2 below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement and the other Transaction Documents, in each case as may be reasonably required in order to perform its obligations and to exploit its rights under this Agreement and the other Transaction Documents, and specifically to (i) Related Parties, and their employees, directors, agents, consultants, advisors and/or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement in each case who are obligated to keep such Confidential Information confidential; (ii) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement; provided, but that such disclosure may Confidential Information shall be disclosed only to the extent reasonably necessary to obtain do so, (iii) the extent required by applicable law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq, (iv) any bona fide actual or prospective underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such patents or approvals;
4.1.6 is deemed necessary by Merck Party, in each case who are obligated to be disclosed keep such Confidential Information confidential, (v) to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving extent a Party is required to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice do so pursuant to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and nonterms of an In-use obligations contained in this License or a Pre-Existing Alnylam Alliance Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”vi) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available UBC to the general public extent a Party is required to do so in order to comply with its obligations to UBC under the UBC Sublicense Documents or in the rightful possession of Tekmira-UBC License Agreement, as the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partycase may be. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Confidential Information that is subject to the non-disclosure provisions of this Section 4.1 8.1 or Section 4.28.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.use
Appears in 1 contract
Samples: License and Collaboration Agreement (TEKMIRA PHARMACEUTICALS Corp)
Nondisclosure Obligation. All The parties hereto entered into a Confidential Disclosure Agreement ("CDA") on December 18, 1995. The parties hereby agree that this Article X shall supersede and take the place of the CDA, and that all Confidential Information disclosed by one Party party to another, whether in the other Party hereunder past or in the future, shall be governed by the terms and conditions of this Article X. Confidential Information includes but is not limited to compounds, intermediates, data, designs, methods and processes, know-how, marketing strategies, product plans, plans for research, developmental or experimental work, development tools, financial information, test and safety data, and supplier lists and information relating to Licensed Product. The parties hereto agree that all Confidential Information shall be maintained in confidence by the receiving Party recipient and shall not be disclosed by the recipient to any Third Party other natural person, or used for any purpose except as set forth herein corporation, firm, partnership or other business entity, or any government or any agency or political subdivision thereof, without the prior written consent of the disclosing Partyother party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party recipient at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain;
4.1.3 (c) is subsequently disclosed to the receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Partyparty;
4.1.4 (d) is developed by the receiving Party party independently of Proprietary Information or other information received from the disclosing Party, as documented by the receiving Party’s business recordsother party;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is deemed necessary by Merck or useful to be disclosed to Related Partiesprospective investors, agent(s)Sublicensees, consultant(s)agents, consultants, Affiliates and/or other Third Parties third parties for any the research and all purposes Merck development, manufacturing, marketing and its Affiliates deem necessary or advisable sale of Licensed Product (or for such parties to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, provided that the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that notice is promptly delivered to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge or limit the disclosure disclosure, obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.
Appears in 1 contract
Nondisclosure Obligation. (a) All Information disclosed by one Party to the other another Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (i) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (ii) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (iii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (iv) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (v) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (vi) is required to be disclosed pursuant to a Party’s agreement with its Third Party licensors, including the UC Agreement, or is deemed necessary by Merck the receiving Party to be disclosed to Related Partiessublicensees, agent(s)agents, consultant(s)consultants, and/or other Third Parties in connection with, and only to the extent necessary for, activities permitted pursuant to this Agreement (or for any and all purposes Merck and its Affiliates deem necessary or advisable such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties Parties, including such Third Party licensors and sublicensees, agree to be bound by the confidentiality and non-use obligations that are substantially are no less stringent than the same as those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten or CONFIDENTIAL
(10vii) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s outside attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations that are substantially the same as those contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. .
(b) If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information of the another Party that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.25.1, such Party shall promptly inform the other another Party of the disclosure that is being sought in order to provide the other another Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law5.1.
Appears in 1 contract
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 without limiting Merck’s rights as set forth in Section 4.1.7, relates solely to the existence and applicable terms of this Agreement and is disclosed solely to a Party’s actual or bona fide potential investors, acquirers or lenders, solely as necessary for the purpose of such Third Party evaluating or carrying out an investment, acquisition or debt transaction with such Party; provided that, in each such case, (a) such Persons are bound by obligations of confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective as those set forth in this Agreement, (b) that any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed, and (c) notwithstanding the foregoing (a) and (b), that the term of such confidentiality obligation must be consistent with industry standards [***];
4.1.7 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) yearsAgreement [***]; or
4.1.7 4.1.8 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), ) to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Proteostasis Therapeutics, Inc.)
Nondisclosure Obligation. 11.1.1. All Confidential Information disclosed by one Party to the other Party hereunder shall under this Agreement will be maintained in confidence by the receiving Party and shall will not be disclosed to any a Third Party or used for any purpose except to exercise its licenses and other rights, to perform its obligations, or as otherwise set forth herein herein, without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in known to the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters becomes generally known to the public domain through no fault breach of this Agreement by the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not known by the receiving Party to be under an obligation of confidentiality to the disclosing Party;; or
4.1.4 (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records;. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Party.
4.1.5 is 11.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above and in Section 11.1.3. below, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement or the as may be reasonably required in order to perform its obligations and to exploit its licenses and other rights under this Agreement, and specifically to (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its licenses and other rights under this Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 11.1; (b) governmental or other regulatory agencies Regulatory Authorities in order to obtain patents on Inventions in accordance with Article 7 herein or to gain perform its obligations or maintain approval to conduct clinical trials on Compound or Product or to market Productexploit its rights under this Agreement, but provided that such disclosure may Confidential Information will be disclosed only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary do so, and where permitted, subject to confidential treatment; (d) the extent required by Merck to be disclosed to Related PartiesLaw, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound including by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members rules or regulations of the Board United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners any stock exchange or listing entity (“Representatives”) on the following conditions: including as a result of an initial public offering by Surface); [***]. Any combination of features or disclosures shall not be deemed ] and (e) to fall within the foregoing exclusions merely because individual features are published or available Third Parties to the general public or in the rightful possession of the receiving extent a Party unless the combination itself and principle of operation are published or available is required to do so pursuant to the general public or in the rightful possession terms of the receiving Partyan In-License. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), Law to disclose information Confidential Information of the other Party that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.211.1, such Party shall will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligationsdisclosure. Notwithstanding Section 11.1.1, Confidential Information that is permitted or required to be disclosed by judicial or administrative process shall will remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law11.1.[***]
Appears in 1 contract
Samples: Collaboration Agreement (Coherus BioSciences, Inc.)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder A receiving party shall be maintained use confidential information only in confidence by the receiving Party accordance with this Agreement and shall not be disclosed disclose to any Third Party or used for third party any purpose except as set forth herein confidential information received from the disclosing party, without the prior written consent of the disclosing Partyparty. For purposes of this Agreement, except any invention or discovery which is or may be patentable or otherwise protectable under Federal law, rule or regulation included in Patent Rights shall be deemed to be confidential. The foregoing obligations shall survive the extent that such Informationexpiration or termination of this Agreement for a period of ten (10) years. These obligations shall not apply to confidential information that:
4.1.1 (a) is known by the receiving Party party at the time of its receipt, and not through a prior disclosure by the disclosing Partyparty, as documented by the receiving Party’s business records;
4.1.2 (b) is in at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partyparty;
4.1.3 (c) is subsequently disclosed to the receiving Party party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality has the right to the disclosing Partymake such disclosure;
4.1.4 (d) is developed by the receiving Party party independently of Information confidential information or other information received from the disclosing Party, as documented party and such independent development can be properly demonstrated by the receiving Party’s business recordsparty;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Partiessublicensees, agent(sagents, consultants, Affiliates and/or other third parties for the research and development, manufacturing and/or marketing of Licensed Products (or for such parties to determine their interest in performing such activities), consultant(s)or potential merger partners, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary acquirers or advisable investors in the ordinary course of business to achieve the objectives of accordance with this Agreement on the condition that such Third Parties third parties agree to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, provided that the term of confidentiality for such Third Parties third parties shall be no less than ten (10) years; or
4.1.7 (f) is deemed necessary by counsel to the receiving Party required to be disclosed to such Party’s attorneysby law or court order, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice provided that written notice is promptly given to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought party in order to provide the other Party an opportunity to challenge seek a protective order or limit other similar order with respect to such confidential information and thereafter discloses only the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing minimum information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement required to be redacted disclosed in any filings made order to comply with the request, whether or not a protective order or other similar order is obtained by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawother party.
Appears in 1 contract
Nondisclosure Obligation. All (a) For the Term of this Agreement and [********] thereafter, the Party receiving the Confidential Information disclosed by one Party to of the other Party hereunder (such receiving Party, the “Receiving Party”) shall be maintained in confidence by the receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the disclosing Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, except the Receiving Party may disclose the Confidential Information to its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including Sublicensees) of such Receiving Party who need to know the extent that such Information:
4.1.1 is known by Confidential Information in connection with the receiving Party at the time exercise of its receiptrights and performance of obligations under this Agreement, and who are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the purposes of this Agreement.
(b) It shall not through be considered a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives breach of this Agreement on if the condition that Receiving Party discloses Confidential Information to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such Third Parties agree disclosure requirement to be bound by confidentiality the Disclosing Party and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that cooperates with the term of confidentiality Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Third Parties Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall be no less than ten (10) years; or
4.1.7 only disclose those portions of the Confidential Information that it is deemed necessary by counsel legally required to the receiving Party disclose and shall make a reasonable effort to be disclosed to such Party’s attorneys, independent accountants or financial advisors obtain confidential treatment for the sole purpose of enabling such attorneysdisclosed Confidential Information. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: AS AMENDED. [***]*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Appears in 1 contract
Nondisclosure Obligation. 4.1.1 All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or Related Party, or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 (d) is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 (e) is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 (f) is (i) Licensed Subject Matter licensed to Merck hereunder and is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable for the research and development, manufacturing and/or marketing of the Non-DC Product (or for such entities to determine their interest in performing such activities) or (ii) Licensed Subject Matter licensed to Geron hereunder and is deemed necessary by Geron to be disclosed to Affiliates, agents, consultants, permitted sublicensees and/or other Third Parties for any and all purposes Geron and its Affiliates deem necessary and advisable for the ordinary course research and development, manufacturing or marketing of business any DC-Product or DC/Non-DC Therapy (or for such entities to achieve the objectives of determine their interest in performing such activities), provided that such activities by either Party shall be in accordance with this Agreement on the condition that such Third Parties agree in writing to be bound by the confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, and further provided that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or
4.1.7 (g) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. .
4.1.2 If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such informationInformation. The Parties will consult and Each Party agrees that it shall cooperate fully and in a timely manner with each the other on the provisions of this Agreement with respect to be redacted in any filings made by the Parties with all disclosures to the Securities and Exchange Commission and any other governmental or similar governmental agency regulatory agencies, including requests for confidential treatment of Information of either party included in the U.S. or abroad, or as otherwise required by lawany such disclosure.
Appears in 1 contract
Samples: Research, Development and Commercialization License Agreement (Geron Corporation)
Nondisclosure Obligation. All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;
4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party;
4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party;
4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records;
4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvalsauthorizations;
4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s)agents, consultant(s)consultants, and/or other Third Parties for any the research and all purposes Merck and its Affiliates deem necessary development, manufacturing and/or marketing of the Licensed Compound or advisable Product (or for such entities to determine their interest in the ordinary course of business to achieve the objectives of performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) yearsyears from date of receipt; or
4.1.7 is deemed necessary by Avalon to be disclosed (a) to its, agents, consultants, and/or other Third Parties for accomplishing the goals of the Research Program or, (b) in the event that Avalon is granted an Avalon Reversion License in accordance with Section 2.6.3, to Avalon’s existing and potential sublicensees, for the research and development, manufacturing and/or marketing of the Avalon Optioned Compounds or product to the extent it contains Avalon Optioned Compounds (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case, on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years from date of receipt; or * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.
4.1.8 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.
4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information Information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by lawInformation.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Avalon Pharmaceuticals Inc)
