Common use of Permitted Use and Disclosure Clause in Contracts

Permitted Use and Disclosure. 2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is generally available to the public (other than through Recipient reach of this Agreement, any other agreement, or applicable law, or any un authorized act by the Recipient); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or any unauthorized act by Recipient); (c) the information is or was developed by Recipient independent of and with no reliance upon information of Provider or any other information furnished to Recipient by Provider under obligation of confidentiality; (d) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction; or (e) disclosure is required by law, regulation, court order or attorney general opinion, which carries the force of law, to be disclosed. 2.2 In the event of disclosure pursuant to clauses (d) or (c) of Section 2.1, Recipient shall use reasonable efforts to give Provider prior written notice of disclosure. Recipient, consistent with its counsel's advice, shall take reasonable and lawful actions to obtain confidential treatment for disclosed information of the Provider and to minimize the extent of the disclosure, or allow Provider the opportunity to take those actions. 2.3 Nothing in this Agreement contained shall preclude either party from disclosing to a Licensee or sub licensee those aspects of the Invention necessary to evaluate and for practice the Patent Rights in a limited role as Licensee or sub licensee. Any disclosure to a Licensee or sub licensee of Confidential Information shall be contingent upon (a) prior written consent of the ‘Provider’, and (b) execution by the Licensee or sub licensee of a non-disclosure agreement substantially on the terms set forth in this Schedule B. In the event of a dispute as to the applicability of this Section 2, the burden of proof shall be upon Recipient to demonstrate permissibility of disclosure or use.

Permitted Use and Disclosure. 2.1 (a) The confidentiality obligations created by this Agreement shall not apply if receiving party is permitted to disclose Confidential Information to its and its affiliates’ personnel, subcontractors, and service providers (“Permitted Recipients”) to the extent such disclosure is reasonably necessary for the purposes of fulfilling its obligations under this Agreement, or under applicable law, provided that; the receiving party shall take all reasonable measures to ensure that Confidential Information of the disclosing party is not disclosed, duplicated, or used in any manner, in contravention of the provisions of this Agreement by the Permitted Recipients and such Permitted Recipient is subject to standards of confidentiality with the receiving party that are no less stringent than those contained herein. The receiving party is also permitted to disclose Confidential Information: (ai) to comply with its obligations under applicable law; (ii) pursuant to an order of any court or arbitration forum unless prohibited under applicable law; and (iii) pursuant to any request, inquiry, examination, inspection or audit by a governmental, regulatory or self-regulatory organization (“SRO”) with jurisdiction over a receiving party. In addition, a receiving party may disclose Confidential Information which is account information pursuant to a duly issued subpoena unless prohibited under applicable law. Except as permitted under this Agreement, unless it obtains the information is generally consent of the disclosing party, a receiving party shall not (y) disclose, publish, release, transfer or otherwise make available Confidential Information of the disclosing party in any form to any person or entity; or (z) use such Confidential Information for the benefit of any person or entity. (b) With respect to NPPI, each party shall, and shall cause its personnel, affiliates, subcontractors, and service providers to, implement and maintain any additional, appropriate security measures to (i) ensure the security and confidentiality of NPPI; (ii) protect against any threats or hazards to the public security or integrity of NPPI; (other than through Recipient reach iii) prevent unauthorized access to or use of NPPI; and (iv) otherwise keep NPPI confidential in accordance with the terms of this Agreement, the GLBA and any other agreement, or applicable law, or law of any un authorized act by the Recipient); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant jurisdiction relating to a confidential disclosure agreement or any unauthorized act by Recipient); (c) the information is or was developed by Recipient independent of and with no reliance upon information of Provider or any other information furnished to Recipient by Provider under obligation of confidentiality; (d) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction; or (e) disclosure is required by law, regulation, court order or attorney general opinion, which carries the force of law, to be disclosedNPPI. 2.2 In the event of disclosure pursuant to clauses (d) or (c) of Section 2.1, Recipient shall use reasonable efforts to give Provider prior written notice of disclosure. Recipient, consistent with its counsel's advice, shall take reasonable and lawful actions to obtain confidential treatment for disclosed information of the Provider and to minimize the extent of the disclosure, or allow Provider the opportunity to take those actions. 2.3 Nothing in this Agreement contained shall preclude either party from disclosing to a Licensee or sub licensee those aspects of the Invention necessary to evaluate and for practice the Patent Rights in a limited role as Licensee or sub licensee. Any disclosure to a Licensee or sub licensee of Confidential Information shall be contingent upon (a) prior written consent of the ‘Provider’, and (b) execution by the Licensee or sub licensee of a non-disclosure agreement substantially on the terms set forth in this Schedule B. In the event of a dispute as to the applicability of this Section 2, the burden of proof shall be upon Recipient to demonstrate permissibility of disclosure or use.

Permitted Use and Disclosure. 2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is generally available to the public (other than through Recipient reach Recipient’s breach of this Agreement, any other agreement, or applicable law, or any un authorized unauthorized act by the Recipient); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or any unauthorized act by Recipient); (c) the information is or was developed by Recipient independent of and with no reliance upon information of Provider or any other information furnished to Recipient by Provider under obligation of confidentiality; (d) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction, including without limitation the U.S. Securities and Exchange Commission, National Institutes of Health, Food and Drug Administration, and U.S. Patent and Trademark Office, and foreign equivalents of the foregoing; or (e) disclosure is required by law, regulation, court order or attorney general opinion, which carries the force of law, to be disclosed. 2.2 In the event of disclosure pursuant to clauses (d) or (ce) of Section 2.1, Recipient shall use reasonable efforts to give Provider prior written notice of disclosure. Recipient, consistent with its counsel's ’s advice, shall take reasonable and lawful actions to obtain confidential treatment for disclosed information of the Provider and to minimize the extent of the disclosure, or allow Provider the opportunity to take those actions. 2.3 Nothing in this Agreement contained shall preclude either a party from disclosing to a Licensee or sub licensee Tokai those aspects of the Joint Invention necessary to evaluate and for and/or practice the Patent Rights in a limited role as Licensee or sub licensee. Any disclosure to a Licensee or sub licensee Tokai of Confidential Information shall be contingent upon (a) prior written consent of the ‘Provider’, and (b) execution by the Licensee or sub licensee Tokai of a non-disclosure agreement substantially on the terms set forth in this Schedule B. In the event of a dispute as to the applicability of this Section 2, the burden of proof shall be upon Recipient to demonstrate permissibility of disclosure or use.