Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. Each of Licensor and Schering shall use only in accordance with this Agreement, and shall not disclose to any third party, any of the other Party's Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) years. These obligations shall not apply when and to the extent Proprietary Information: (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 business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party by a third party that has the right to make such disclosure; (iv) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be documented by the receiving Party; (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, to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

Nondisclosure Obligation. Each of Licensor and Schering SPL shall use only in accordance with this Agreement, and shall not disclose to any third party, any of the other Party's Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) years. These obligations shall not apply when and to the extent Proprietary InformationInformation : (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 business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party by a third party that has the right to make such disclosure; (iv) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be documented by the receiving Party; (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, to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.seek

Nondisclosure Obligation. Each of Licensor and Schering SPL shall use only in accordance with this Agreement, and shall not disclose to any third party, any of the other Party's Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) [ * ] years. These obligations shall not apply when and to the extent Proprietary InformationInformation : (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 business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party by a third party that has the right to make such disclosure; (iv) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be documented by the receiving Party; (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, to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.seek

Nondisclosure Obligation. Each of Licensor Schering and Schering Licensee shall use any Proprietary Information received by it from the other Party only in accordance with this Agreement, Agreement and shall not disclose disclose, except as expressly provided herein, to any third party, Third Party any of the other Party's such Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) years[ * ]. These obligations shall not apply when and to the extent Proprietary InformationInformation that: (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 business the receiving Party’s competent written records; (ii) is at the time of disclosure disclosure, or thereafter becomes becomes, published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently lawfully disclosed to the receiving Party by a third party that Third Party who has the right to make such disclosure, as documented by the receiving Party’s competent written records; (iv) is independently developed by the receiving Party independently or its Affiliates and without the aid, use or application of Proprietary Information or other information received from any of the disclosing Party Party’s Proprietary Information, and such independent development can be documented by the receiving Party’s competent written records; (v) is disclosed to any institutional review board of any entity conducting clinical trials, trials with Licensed Product or to any governmental or other regulatory agencies in order to obtain patents, patents or to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but provided that such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

Nondisclosure Obligation. Each of Licensor CIMA and Schering shall use only in accordance with this Agreement, Agreement and shall not disclose to any third party, party any of the other Party's Proprietary Information received by it pursuant to this Agreement from the other party, without the prior written consent of the other Partyparty. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five ten (510) years. These obligations shall not apply when and to the extent Proprietary InformationInformation that: (i) 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 business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Partyparty; (iii) is subsequently disclosed to the receiving Party party by a third party that who has the right to make such disclosure; (iv) is developed by the receiving Party party independently of Proprietary Information or other information received from the disclosing Party party and such independent development can be documented by the receiving Partyparty; (v) is disclosed to any institutional review board of any entity conducting clinical trials, trials or any governmental or other regulatory agencies in order to obtain patents, patents or to gain approval to conduct clinical trials or to market Licensed Compound Active Ingredient and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by lawLaw, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Partyparty, provided that 26 100 notice is promptly delivered to the other Party party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Partyparty.

Nondisclosure Obligation. Each of Licensor the Parties and Schering its Affiliates shall use only in accordance with this Agreement, Agreement and shall not disclose to any third party, Third Party any confidential information of the other PartyParty (which, in the case of AHPC's Proprietary Information received nondisclosure obligation, shall include the Know-How and other confidential and proprietary information sold by it pursuant to this Agreement KV hereunder) (the "Information"), without the prior written consent of the other Party. The foregoing obligations shall survive through the expiration fifth anniversary of the Closing Date, except that the nondisclosure obligation of AHPC and its Affiliates with respect to the Know-How and other confidential and proprietary information sold or termination of this Agreement for a period of five (5) yearsotherwise transferred by AHPC to KV hereunder shall be continuing. These obligations shall not apply when and to the extent Proprietary InformationInformation that: (i) is known by the receiving Party and not subject to an obligation of confidentiality at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party on a non-confidential basis by a third party that Third Party who has the right to make such disclosure; (iv) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be documented by the receiving Party; (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, to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

Nondisclosure Obligation. Each of Licensor and Schering All Proprietary Information disclosed by a disclosing party to a receiving party hereunder shall use only be maintained in accordance with this Agreement, confidence by the receiving party and shall not disclose be disclosed to a non-party or used for any third party, any of the other Party's Proprietary Information received by it pursuant to this Agreement purpose except as set forth herein without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) years. These obligations shall not apply when and disclosing party, except to the extent that such Proprietary Information: : (ia) 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 business records; ; (iib) is at the time of disclosure or thereafter becomes published or otherwise part of properly in the public domain without breach of this Agreement by the receiving Party; domain; (iiic) is subsequently disclosed to the receiving Party party by a third party that has who may lawfully do so and is not under an obligation of confidentiality to the right to make such disclosure; disclosing party; (ivd) is developed by the receiving Party party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be party as documented by the receiving Party; business records; (ve) 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, patents or to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizationsauthorizations upon prior review and consent of the disclosing party; or (vif) is required deemed necessary by law, regulation, rule, act or order of any governmental authority or agency SynthRx to be disclosed to sublicensees, agents, consultants, Affiliates, distributors and/or other third parties for the research and development, manufacture, use sale or offer for sale of Licensed Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such third parties agree to be bound by a Partythe confidentiality obligations contained in this Agreement, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to term of confidentiality for such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to third parties shall be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.no less than ten (10) years; or

Nondisclosure Obligation. Each of Licensor and Schering shall use only in accordance with this Agreement, and shall not disclose to any third party, any of the other Party's Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of five (5) [ * ] years. These obligations shall not apply when and to the extent Proprietary Information: (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 business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party by a third party that has the right to make such disclosure; (iv) is developed by the receiving Party independently of Proprietary Information or other information received from the disclosing Party and such independent development can be documented by the receiving Party; (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, to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

Nondisclosure Obligation. Each of Licensor Schering and Schering Licensee shall use any Proprietary Information received by it from the other Party only in accordance with this Agreement, Agreement and shall not disclose disclose, except as expressly provided herein, to any third party, Third Party any of the other Party's such Proprietary Information received by it pursuant to this Agreement without the prior written consent of the other Party. The foregoing [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. obligations shall survive the expiration or termination of this Agreement for a period of five (5) years[ * ]. These obligations shall not apply when and to the extent Proprietary InformationInformation that: (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 business the receiving Party’s competent written records; (ii) is at the time of disclosure disclosure, or thereafter becomes becomes, published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iii) is subsequently lawfully disclosed to the receiving Party by a third party that Third Party who has the right to make such disclosure, as documented by the receiving Party’s competent written records; (iv) is independently developed by the receiving Party independently or its Affiliates and without the aid, use or application of Proprietary Information or other information received from any of the disclosing Party Party’s Proprietary Information, and such independent development can be documented by the receiving Party’s competent written records; (v) is disclosed to any institutional review board of any entity conducting clinical trials, trials with Licensed Product or to any governmental or other regulatory agencies in order to obtain patents, patents or to gain approval to conduct clinical trials or to market Licensed Compound and/or Licensed Product, but provided that such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; or (vi) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that 26 100 notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Proprietary Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Proprietary Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.