not to use Confidential. Information except for the purposes of performing its obligations or exercising its rights under the Agreement (and in particular not use Confidential Information to obtain a commercial, trading or any other advantage); and
not to use Confidential Sample Clauses
Related to not to use Confidential
Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties.
Confidential Data Employee further agrees that, during his employment with Employer and thereafter, he will keep confidential and not divulge to anyone, disseminate nor appropriate for his own benefit or the benefit of another any confidential information described in Exhibit C attached hereto and incorporated by reference herein (the "Confidential Data"). Employee hereby acknowledges and agrees that this prohibition against disclosure of Confidential Data is in addition to, and not in lieu of, any rights or remedies that Employer may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets, and the enforcement by Employer of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies that it may possess in law or equity absent this Agreement.
Confidential In the case of pharmacy incentive programs, hospital performance incentive programs, chargebacks, disease management programs, similar programs or discounts on portfolio product offerings, all rebates, discounts and other forms of reimbursements will be allocated among products on the basis on which such rebates, discounts and other forms of reimbursements were actually granted or, if such basis cannot be determined, in accordance with the Selling Party’s existing allocation method, provided that any such allocation will be done in accordance with Applicable Law, including any price reporting laws, rules and regulations. The Selling Party’s transfer of any Product to an Affiliate or Sublicensee will not result in any Net Sales unless the transferee is an end user. Net Sales will also include the fair market value of all consideration received by the Selling Party in respect of any sale of the Product (other than those excluded from Net Sales under the last sentence of this definition or otherwise), whether such consideration is in cash, payment in kind, exchange for value or another form. If any discounts or other deductions or rebates are made in connection with sales of a Product that is bundled or sold together with other products of the Selling Party, then the discount, deduction or rebate applied to the Product will not exceed the discount, deduction or rebate applied to any of the other products of the Selling Party in such arrangement based upon the respective list prices of the Product and such other products prior to applying the discount, unless Sanofi provides (or causes its Sublicensee to so provide) evidence reasonably satisfactory to Principia that such difference is commercially reasonable and does not unfairly prejudice the Product in favor of such other products. On a country-by-country basis, in the event a Product is sold as a combination product comprising (x) a Compound and (y) one or more other pharmaceutically active ingredient(s) (with respect to (y), “Other API” and with respect to (x) and (y), a “Combination Product”), Net Sales, for purposes of determining royalty payments on such Product, will be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the average gross invoice price of the Product in the same dose and quantity, in the same country and during the same Calendar Quarter when sold separately in such country and B is the gross invoice price of the other average net invoice prices in such country of Other API included in the Combination Product when sold as separate pharmaceutical product in the same dose and quantity and during the same Calendar Quarter in such country. With respect to any Combination Product where (i) the Other API is not sold separately in the applicable country during the applicable accounting period, (ii) the other active ingredient is a generic form of an approved drug product (whereby there are no Third Party Patents, in the country of sale, claiming or covering composition of matter, method of use, formulation or combination of such form that is included in the Combination Product), or (iii) the Product containing the Compound is not sold separately in the applicable country during the applicable accounting period, then the Parties will negotiate in good faith a reasonable adjustment to Net Sales in such country that takes into account the medical contribution to the Combination Product of, and all other factors reasonably relevant to the relative value of, the Compound(s), on the one hand, and the Other API, collectively, on the other hand. Notwithstanding the foregoing, the Parties agree that adjuvants or excipients contained in a Product (including chemical entities or technologies improving solubility, stability, bioavailability or pharmacokinetic profile of a Product) will not be deemed to be active ingredients. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.
E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:
Restricted Use of Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.
Unauthorised Use of Confidential Information The Supplier/Service Provider shall not authorise any party to act on or use in any way any Confidential Information belonging to Transnet whether or not such party is aware of such Confidential Information, and shall promptly notify Transnet of the information if it becomes aware of any party so acting, and shall provide Transnet the information with such assistance as Transnet reasonably requires, at Transnet’s cost and expense, to prevent such third party from so acting.
Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.
Information Confidential As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.
Third Party Proprietary Data The Disclosing Party's Third Party Proprietary Data, if any, will be identified in a separate technical document.
