Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy of Confidential Information solely for purposes of ensuring compliance with this Agreement.
Appears in 2 contracts
Samples: Agreement for Antibody Development (Omeros Corp), Agreement for Antibody Development (Omeros Corp)
Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has (“Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed Items of the other party (“Discloser”) in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information Items of the Disclosing Party except for the purposes of performing under this AgreementDiscloser, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to such of Recipient’s employees, consultants, professional advisors, agents and Affiliates employees who reasonably require disclosure of such Confidential Information have a “need to achieve know” them to accomplish the purposes of this Agreement and Agreement. Recipient may disclose Confidential Items of Discloser to Recipient’s Affiliates who are directly involved in implementing this Agreement, provided such Affiliates are bound by the terms and conditions of the Agreement, or terms and conditions substantially similar thereto.
6.1.2 Recipient shall use reasonable safeguards to prevent any unauthorized access to or disclosure of Confidential Items of Discloser. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to protect the Recipient by like obligations as to confidentiality and non-use Confidential Item in question, which safeguards shall be no less stringent than those set forth herein) during the Term safeguards Recipient takes to protect its own confidential or proprietary items of this Agreement and a similar nature.
6.1.3 Recipient may copy Confidential Items of Discloser only as is reasonably necessary for [†] thereafter without Recipient to accomplish the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination purposes of this Agreement. Each Party agrees .
6.1.4 Recipient shall not utilize or exploit any Confidential Items of Discloser, or permit or assist others to maintain and follow reasonable procedures utilize or exploit such Confidential Items, except as is reasonably necessary to prevent unauthorized disclosure accomplish the purposes of this Agreement.
6.1.5 Recipient shall not publish or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may otherwise disclose to authorized persons only such third parties, or reference or include in any patent application or other similar filing, any test results or other information or data derived from Recipient’s evaluation of any Confidential Information Items of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Discloser without Discloser’s prior written consent.
6.1.6 Promptly upon learning of any unauthorized use or disclosure of any Confidential Item of Discloser, Recipient shall advise provide Discloser with written notice thereof and take such other steps as are reasonably requested by Discloser in order to limit the Disclosing Party effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of any disclosure, loss, or use Confidential Items of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, Discloser.
6.1.7 Promptly upon Discloser’s written request, Recipient shall return to Discloser, destroy and/or delete from Recipient’s records and computer systems all Confidential Items of Discloser, including any copies or portions thereof, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating such Confidential Information solely Items for archival purposes only. Within thirty (30) days following Discloser’s written request, Recipient shall provide Discloser with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 2 contracts
Samples: Oled Technology License Agreement (Universal Display Corp \Pa\), Oled Technology License Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. (a) Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all receiving Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of from the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the otherwise possessing Confidential Information of the other Party, whether pursuant to this Agreement shall keep confidential and shall not publish or otherwise disclose, and will lake all reasonable steps to prevent disclosure of, such Confidential Information and will not use such Confidential Information except for the limited purposes set forth in written, graphic, electronic or other tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy this Agreement. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information solely to the extent required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the other Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure.
(b) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated thereby without the prior approval of the other Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) to the extent required by any Legal Requirement, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) to the extent necessary for purposes a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b).
(c) Seller hereby releases, on behalf of ensuring Seller and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion of the Confidential Information included in the Purchased Assets under any confidentiality agreement with or policy of Seller covering such Confidential Information. From and after the Closing, the foregoing release shall also apply to any future officers, directors, employees and consultants of Buyer and its Affiliates formerly employed or engaged by Seller or its Affiliates who are engaged from time to time in compliance with Section 5.5 of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Braeburn Pharmaceuticals, Inc.), Asset Purchase and Sale Agreement (Braeburn Pharmaceuticals, Inc.)
Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Agreement Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Agreement Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast Affitech agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy of Confidential Information solely for purposes of ensuring compliance with this Agreement.
Appears in 2 contracts
Samples: Agreement for Antibody Discovery and Development (Omeros Corp), Agreement for Antibody Discovery and Development (Omeros Corp)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information of the Disclosing Party other party, except for to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of performing under this Agreement, unless and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information of the other party to any other persons or entities requires the prior written approval of such other party.
6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place to prevent any unauthorized access to or disclosure of such Confidential Information.
6.1.3 Recipient shall not utilize, reproduce or otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose exploit any Confidential Information of the Disclosing Party other party, or permit or assist others to others (except to Recipient’s employeesutilize, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of reproduce or otherwise exploit such Confidential Information Information, except as is reasonably necessary to achieve accomplish the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party .
6.1.4 Promptly upon learning of any disclosure, loss, unauthorized use or use disclosure of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the any Confidential Information of the other Partyparty, whether Recipient shall (i) provide the other party with written notice thereof; (ii) take such other steps as are reasonably requested by the other party in writtenorder to limit the effects of such use or disclosure; and (ii) take steps to prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5 Promptly upon the expiration or sooner termination of this Agreement, graphicRecipient shall return to the other party, electronic destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or other tangible formportions thereof, upon written request, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with the foregoing requirements. Nothing in this AgreementAgreement requires a party to return or destroy any information that it is required by law to retain.
Appears in 2 contracts
Samples: Oled Patent License Agreement (Universal Display Corp \Pa\), Oled Patent License Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information of the Disclosing Party other party, except for to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of performing under this Agreement, unless and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information of the other party to any other persons or entities requires the prior written approval of such other party.
6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place to prevent any unauthorized access to or disclosure of such Confidential Information.
6.1.3 Recipient shall not utilize, reproduce or otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose exploit any Confidential Information of the Disclosing Party other party, or permit or assist others to others (except to Recipient’s employeesutilize, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of reproduce or otherwise exploit such Confidential Information Information, except as is reasonably necessary to achieve accomplish the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party .
6.1.4 Promptly upon learning of any disclosure, loss, unauthorized use or use disclosure of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the any Confidential Information of the other Partyparty, whether Recipient shall (i) provide the other party with written notice thereof; (ii) take such other steps as are reasonably requested by the other party in writtenorder to limit the effects of such use or disclosure; and (iii) take steps to prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5 Promptly upon the expiration or sooner termination of this Agreement, graphicRecipient shall return to the other party, electronic destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or other tangible formportions thereof, upon written request, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with the foregoing requirements. Nothing in this AgreementAgreement requires a party to return or destroy any information that it is required by law to retain.
Appears in 2 contracts
Samples: Oled Patent License Agreement (Universal Display Corp \Pa\), Oled Patent License Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed Items of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by otherwise disseminate any Confidential Items of the other party, except to such Party. Each Recipient agrees that during of Recipient’s employees and agents (and, in the Term case of Kyocera, to the employees and agents of its Affiliates) who have a “need to know” it to accomplish the purposes of this Agreement, and then only if such persons are previously otherwise obliged to handle and maintain such Confidential Items in accordance with the provisions of this Agreement and for [†] thereafter it will not use any or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information Items of the Disclosing Party except for other party to additional persons or entities requires the purposes prior written approval of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each such other party.
6.1.2 Recipient agrees not to disclose any shall maintain all Confidential Information Items of the Disclosing Party other party in a safe and secure place with reasonable safeguards to others (except prevent any unauthorized access to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require or disclosure of such Confidential Information Items. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to achieve protect the Confidential Item in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
6.1.3 Recipient may copy Confidential Items of the other party only as is reasonably necessary for Recipient to accomplish the purposes of this Agreement and who are bound Agreement. Copying or reproduction of Confidential Items except as permitted herein is strictly prohibited.
6.1.4 Recipient shall not utilize or exploit any Confidential Items of the other party, or permit or assist others to utilize or exploit such Confidential Items, except as is reasonably necessary to accomplish the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term purposes of this Agreement and Agreement. Reverse engineering, disassembly or other methods designed to derive the composition, structure, method of manufacture or purity of Confidential Items is strictly prohibited except for [†] thereafter Kyocera’s tests as otherwise permitted in this Agreement.
6.1.5 Recipient shall not publish or otherwise disclose to third parties, including by referencing or including in any patent application, any test results or other information or data regarding Recipient’s evaluation or use of any Confidential Items of the other party without the other party’s prior written consent consent. Universal Display/Kyocera Confidential
6.1.6 Promptly upon learning of any unauthorized use or disclosure of any Confidential Item of the Disclosing Party. North Coast agrees that other party, Recipient shall provide the other party with respect written notice thereof and take such other steps as are reasonably requested by the other party in order to limit the Records and Materials, which are included in Omeros’ effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after Item.
6.1.7 Promptly upon the expiration or sooner termination of this Agreement. Each Party agrees , Recipient shall return to maintain the other party, destroy and/or delete from Recipient’s records and follow reasonable procedures to prevent unauthorized disclosure or use computer systems all Confidential Items of the other Partyparty, including any copies or portions thereof, in Recipient’s Confidential Information and to prevent it from becoming disclosed possession or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely Items for archival purposes only if permitted by the other party. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Commercial Oled Material Supply Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed Items of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by otherwise disseminate any Confidential Items of the other party, except to such Party. Each Recipient agrees that during of Recipient’s employees and agents (and, in the Term case of Kyocera, to the employees and agents of its Affiliates) who have a “need to know” it to accomplish the purposes of this Agreement, and then only if such persons previously have had an obligation to handle and maintain such Confidential Items in accordance with the provisions of this Agreement and for [†] thereafter it will not use any or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information Items of the Disclosing Party except for other party to additional persons or entities requires the purposes prior written approval of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each such other party.
6.1.2 Recipient agrees not to disclose any shall maintain all Confidential Information Items of the Disclosing Party other party in a safe and secure place with reasonable safeguards to others (except prevent any unauthorized access to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require or disclosure of such Confidential Information Items. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to achieve protect the Confidential Item in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
6.1.3 Recipient may copy Confidential Items of the other party only as is reasonably necessary for Recipient to accomplish the purposes of this Agreement and who are bound Agreement. Copying or reproduction of Confidential Items except as permitted herein is strictly prohibited.
6.1.4 Recipient shall not utilize or exploit any Confidential Items of the other party, or permit or assist others to utilize or exploit such Confidential Items, except as is reasonably necessary to accomplish the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term purposes of this Agreement and for [†] thereafter Agreement. Reverse engineering, disassembly or other methods designed to derive the composition, structure, method of manufacture or purity of Confidential Items is strictly prohibited.
6.1.5 Recipient shall not publish or otherwise disclose to third parties, including by referencing or including in any patent application, any test results or other information or data regarding Recipient’s evaluation or use of any Confidential Items of the other party without the other party’s prior written consent consent.
6.1.6 Promptly upon learning of any unauthorized use or disclosure of any Confidential Item of the Disclosing Party. North Coast agrees that other party, Recipient shall provide the other party with respect written notice thereof and take such other steps as are reasonably requested by the other party in order to limit the Records and Materials, which are included in Omeros’ effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after Item.
6.1.7 Promptly upon the expiration or sooner termination of this Agreement. Each Party agrees , Recipient shall return to maintain the other party, destroy and/or delete from Recipient’s records and follow reasonable procedures to prevent unauthorized disclosure or use computer systems all Confidential Items of the other Partyparty, including any copies or portions thereof, in Recipient’s Confidential Information and to prevent it from becoming disclosed possession or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely Items for archival purposes only if permitted by the other party. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Oled Technology License and Technical Assistance Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each The Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy receiving the Confidential Information of the other Party (“Receiving Party”) agrees to hold in confidence all Confidential Information and, except as permitted under this Agreement, not to use any Confidential Information or disclose or make any Confidential Information available to any third Parties without the written permission of the Party disclosing the Confidential Information (“Disclosing Party”). Notwithstanding the foregoing, the Optime may disclose or make Corcept’s Confidential Information available to Optime’s employees who are bound by written obligations of confidentiality and non-use at least as restrictive as the obligations in this Agreement to the extent necessary to perform the Services. The Receiving Party shall ensure that all of its directors, officers, employees, affiliates, consultants, agents or subcontractors (“Representatives”) who receive the Disclosing Party’s Confidential Information comply with the terms of this Article 9, and the Receiving Party shall be liable to the Disclosing Party for any [****] = 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 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. failure of its Representatives to so comply. The obligations of confidentiality and non-use contained in this Article 9 shall not apply with respect to any of the Disclosing Party’s Confidential Information that the Receiving Party can demonstrate by competent written proof: (a) was in the public domain at the time it was disclosed by the Disclosing Party to the Receiving Party or has entered the public domain through no fault of the Receiving Party or its Representatives; (b) was known to the Receiving Party, whether in writtenwithout restriction, graphicat the time of disclosure by the Disclosing Party to the Receiving Party; (c) was or is independently developed by or for the Receiving Party without any use of Disclosing Party’s Confidential Information; or (d) becomes known to the Receiving Party, electronic or without restriction, from a source other tangible form, upon written request, provided, however, that legal counsel for each than the Disclosing Party may retain an archival copy without breach of Confidential Information solely for purposes of ensuring compliance with this AgreementAgreement by the Receiving Party.
Appears in 1 contract
Samples: Distribution Services Agreement (Corcept Therapeutics Inc)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information of the Disclosing Party other party, except for to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of performing under this Agreement, unless and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information of the other party to additional persons or entities requires the prior written approval of such other party.
6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place with reasonable safeguards to prevent any unauthorized access to or disclosure of such Confidential Information. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to protect the Confidential Information in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
6.1.3 Recipient shall not utilize, reproduce or otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose exploit any Confidential Information of the Disclosing Party other party, or permit or assist others to others (except to Recipient’s employeesutilize, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of reproduce or otherwise exploit such Confidential Information Information, except as is reasonably necessary to achieve accomplish the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party .
6.1.4 Promptly upon learning of any disclosure, loss, unauthorized use or use disclosure of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the any Confidential Information of the other Partyparty, whether Recipient shall provide the other party with written notice thereof and take such other steps as are reasonably requested by the other party in writtenorder to limit the effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5 Promptly upon the expiration or sooner termination of this Agreement, graphicRecipient shall return to the other party, electronic destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or other tangible formportions thereof, upon written request, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Commercial Supply Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed Items (defined below) of the other party in accordance with the following terms and conditions:
7.1.1 Recipient shall not publish, disclose or owned by otherwise disseminate any Confidential Items of the other party, except to such Party. Each Recipient agrees that during of Recipient’s (and, in the Term case of Showa Denko, its Permitted Sublicensees’ and Authorized Contract Manufacturers’) employees, officers and agents who have a “need to know” it to accomplish the purposes of this Agreement, and then only if such persons previously have agreed in writing to handle and maintain such Confidential Items in accordance with the provisions of this Agreement and for [†] thereafter it will not use any or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information Items of the Disclosing Party except for other party to additional persons or entities requires the purposes prior written approval of performing under this Agreementsuch other party, unless otherwise agreed by the Parties in writing. Each which consent shall not be unreasonably withheld.
7.1.2 Recipient agrees not to disclose any shall maintain all Confidential Information Items of the Disclosing Party other party in a safe and secure place with reasonable safeguards to others (except prevent any unauthorized access to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require or disclosure of such Confidential Information Items. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to achieve protect the Confidential Item in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
7.1.3 Recipient may copy Confidential Items of the other party only as is reasonably necessary for Recipient to accomplish the purposes of this Agreement Agreement. [The confidential material contained herein has been omitted and who has been separately filed with the Commission.], copying or reproduction of Confidential Items that are bound chemical substances is strictly prohibited.
7.1.4 Recipient shall not utilize or exploit any Confidential Items of the other party, or permit or assist others to utilize or exploit such Confidential Items, except as is reasonably necessary to accomplish the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term purposes of this Agreement Agreement. Reverse engineering, disassembly or other methods designed to derive the composition, structure, method of manufacture or purity of any Confidential Items that are chemical substances is strictly prohibited, except [The confidential material contained herein has been omitted and for [†has been separately filed with the Commission.] thereafter as the parties may otherwise agree in writing.
7.1.5 Recipient shall not publish or otherwise disclose to third parties any test results or other information or data regarding Recipient’s evaluation of any Confidential Items of the other party without the other party’s prior written consent consent.
7.1.6 Promptly upon learning of any unauthorized use or disclosure of any Confidential Item of the Disclosing Party. North Coast agrees that other party, Recipient shall provide the other party with respect written notice thereof and take such other steps as are reasonably requested by the other party in order to limit the Records and Materials, which are included in Omeros’ effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after Item.
7.1.7 Promptly upon the expiration or sooner termination of this Agreement. Each Party agrees , Recipient shall return to maintain the other party, destroy and/or delete from Recipient’s records and follow reasonable procedures to prevent unauthorized disclosure or use computer systems all Confidential Items of the other Partyparty, including any copies or portions thereof, in Recipient’s Confidential Information and to prevent it from becoming disclosed possession or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely Items for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Oled Technology License Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed Items of the other party in accordance with the following terms and conditions:
7.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information Items of the Disclosing Party except for the purposes of performing under this Agreementother party, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to such of Recipient’s employees, consultants, professional advisors, employees and agents and Affiliates who reasonably require disclosure of such Confidential Information have a “need to achieve know” it to accomplish the purposes of this Agreement (and, in the case of Konica Minolta, its Permitted Sublicensees), and who are bound then only if such persons previously have agreed in writing to handle and maintain such Confidential Items in accordance with the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term provisions of this Agreement and for [†] thereafter without or provisions substantially similar thereto. Disclosure of Universal Display Confidential Items other than detailed technical information shall also be permitted to Konica Minolta’s Affiliates under the terms of the foregoing sentence. Disclosure or dissemination of Confidential Items of the other party to additional persons or entities requires the prior written consent approval of such other party.
7.1.2 Recipient shall maintain all Confidential Items of the Disclosing Partyother party in a safe and secure place with reasonable safeguards to prevent any unauthorized access to or disclosure of such Confidential Items. North Coast agrees As used herein, “reasonable safeguards” means all safeguards that with respect a reasonable person would take to protect the Records and MaterialsConfidential Item in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
7.1.3 Recipient may copy Confidential Items of the other party only as is reasonably necessary for Recipient to accomplish the purposes of this Agreement. Copying or reproduction of Confidential Items other than information and documents is strictly prohibited.
7.1.4 Recipient shall not utilize or exploit any Confidential Items of the other party, or permit or assist others to utilize or exploit such Confidential Items, or analyze any sample contained in the Confidential Items of the other party or have analyzed said sample by any third party, except as is reasonably necessary to accomplish the purposes of this Agreement. Reverse engineering, disassembly or other methods designed to derive the composition, structure, method of manufacture or purity of, or any concepts or ideas underlying, Confidential Items other than information and documents is strictly prohibited.
7.1.5 Recipient shall not publish or otherwise disclose to third parties, including by referencing or including in any patent application, any test results or other information or data regarding Recipient’s evaluation or use of any Confidential Items of the other party without the other party’s prior written consent [The confidential material contained herein has been omitted and has been separately filed with the Commission.]. Konica Minolta/Universal Display Confidential
7.1.6 Promptly upon learning of any unauthorized use or disclosure of any Confidential Item of the other party, Recipient shall provide the other party with written notice thereof and take such other steps as are included reasonably requested by the other party in Omeros’ order to limit the effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after Item.
7.1.7 Promptly upon the expiration or sooner termination of this Agreement. Each Party agrees , Recipient shall return to maintain the other party, destroy and/or delete from Recipient’s records and follow reasonable procedures to prevent unauthorized disclosure or use computer systems all Confidential Items of the other Partyparty, including any copies or portions thereof, in Recipient’s Confidential Information and possession or control pursuant to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon party’s written request, ; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely Items for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Oled Technology License Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information of the Disclosing Party other party, except for to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of performing under this Agreement, unless and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information of the other party to additional persons or entities requires the prior written approval of such other party.
6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place with reasonable safeguards to prevent any unauthorized access to or disclosure of such Confidential Information. As used herein, “reasonable safeguards” means all safeguards that a reasonable person would take to protect the Confidential Information in question, which safeguards shall be no less than the safeguards Recipient takes to protect its own confidential or proprietary items of a similar nature.
6.1.3 Recipient shall not utilize, reproduce or otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose exploit any Confidential Information of the Disclosing Party other party, or permit or assist others to others (except to Recipient’s employeesutilize, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of reproduce or otherwise exploit such Confidential Information Information, except as is reasonably necessary to achieve accomplish the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party .
6.1.4 Promptly upon learning of any disclosure, loss, unauthorized use or use disclosure of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the any Confidential Information of the other Partyparty, whether Recipient shall provide the other party with written notice thereof and take such other steps as are reasonably requested by the other party in writtenorder to limit the effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5 Promptly upon the expiration or sooner termination of this Agreement, graphicRecipient shall return to the other party, electronic destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party according to the other party’s instruction, including any copies or other tangible formportions thereof, upon written request, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Commercial Supply Agreement (Universal Display Corp \Pa\)
Obligations of Confidentiality and Non-Use. Each Party agrees that party (the Disclosing Party has “Recipient”) shall handle and shall retain sole and exclusive rights of ownership of maintain all Confidential Information disclosed of the other party in accordance with the following terms and conditions:
6.1.1 Recipient shall not publish, disclose or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use otherwise disseminate any Confidential Information of the Disclosing Party other party, except for to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of performing under this Agreement, unless and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto. Disclosure or dissemination of Confidential Information of the other party to additional persons or entities requires the prior written approval of such other party.
6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place to prevent any unauthorized access to or disclosure of such Confidential Information.
6.1.3 Recipient shall not utilize, reproduce or otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose exploit any Confidential Information of the Disclosing Party other party, or permit or assist others to others (except to Recipient’s employeesutilize, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of reproduce or otherwise exploit such Confidential Information Information, except as is reasonably necessary to achieve accomplish the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party .
6.1.4 Promptly upon learning of any disclosure, loss, unauthorized use or use disclosure of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the any Confidential Information of the other Partyparty, whether Recipient shall provide the other party with written notice thereof and take such other steps as are reasonably requested by the other party in writtenorder to limit the effects of such use or disclosure and/or prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5 Promptly upon the expiration or sooner termination of this Agreement, graphicRecipient shall return to the other party, electronic destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or other tangible formportions thereof, upon written request, in Recipient’s possession or control; provided, however, that legal counsel for each Party Recipient may retain an archival one copy of documents incorporating Confidential Information solely for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of ensuring Recipient’s compliance with this Agreementthe foregoing requirements.
Appears in 1 contract
Samples: Oled Patent License Agreement (Universal Display Corp \Pa\)