Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; provided that if a Party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Drug Discovery Collaboration Agreement, Drug Discovery Collaboration Agreement (Intermune Inc), Drug Discovery Collaboration Agreement (Array Biopharma Inc)
Permitted Use and Disclosures. Each Party Notwithstanding the restrictions of Section 6.1, each party hereto may (a) use Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations set forth in the CDP and (b) use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of (i) exercising the rights and licenses granted hereunder in filing or prosecuting patent applicationshereunder, (ii) prosecuting or defending litigation, (iii) complying with applicable governmental laws, governmental regulations or court order orders or otherwise submitting information to tax or other governmental authorities, conducting clinical trialsauthorities (including the Securities and Exchange Commission), or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement(iv) preparing, filing and prosecuting patent applications; in each case, provided that if a Party party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders order or otherwise) and ), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose only the minimum necessary Confidential Information of the other party upon receipt of the written consent to comply with such requirementsdisclosure by a duly authorized representative of the other party.
Appears in 3 contracts
Samples: Supplemental Joint Development Agreement (Intermolecular Inc), Supplemental Joint Development Agreement (Intermolecular Inc), Supplemental Joint Development Agreement (Intermolecular Inc)
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party party to the extent such information is included in the Aurora Technology, Allelix Technology or Results Joint Technology, and to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental lawsregulations, regulations or court order orders or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by to the other Party to it party pursuant to the terms of this Agreement; , provided that if a Party party is required to make any such disclosuredisclosure of the other party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice of such disclosure to the other Party of such disclosure party and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information Confidential Information in consultation with the other Party party prior to its such disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Collaboration Agreement (Aurora Biosciences Corp), Collaboration Agreement (Aurora Biosciences Corp), Collaboration Agreement (Aurora Biosciences Corp)
Permitted Use and Disclosures. Each Party party hereto may (i) use Confidential Information disclosed to it by the other in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other Party or Results party, to the extent such information is within the Program Technology and such use or disclosure is reasonably necessary and permitted in (A) the exercise of the such rights granted hereunder in hereunder, (B) filing or prosecuting patent applications, (C) prosecuting or defending litigation, (D) complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or (E) making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it party pursuant to the terms of this Agreement; provided that if a Party party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable best efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Collaboration Agreement (Symyx Technologies Inc), Collaboration Agreement (Symyx Technologies Inc), Collaboration Agreement (Symyx Technologies Inc)
Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Drug Discovery Collaboration Agreement (Loxo Oncology, Inc.), Drug Discovery Collaboration Agreement (Loxo Oncology, Inc.), Discovery Collaboration Agreement (Array Biopharma Inc)
Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including Juno’s development and commercialization of Products) and in filing or prosecuting patent applicationsapplications (subject to Section 8.1(b)), prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, per the rules of any securities exchange or similar organization, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will shall give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will shall use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Editas Medicine, Inc.), Collaboration and License Agreement (Editas Medicine, Inc.), Collaboration and License Agreement (Editas Medicine, Inc.)
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information information disclosed to it by the other Party or Results party, to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder in commercializing Products as provided in Article 4, or in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it party pursuant to the terms of this Agreement; , provided that if a Party party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable best efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 3 contracts
Samples: Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc)
Permitted Use and Disclosures. Each Party hereto party may use or disclose Confidential Information disclosed to it by the other Party party to the extent such information is included in the Aurora Technology, Senomyx Technology or Results Joint Patent Rights, and to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order orders or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by to the other Party to it party pursuant to the terms of this Agreement; provided provided, however, that if a Party party is required to make any such disclosuredisclosure of the other party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice of such disclosure to the other Party of such disclosure party where reasonably possible and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information Confidential Information in consultation with the other Party party prior to its such disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 2 contracts
Samples: And License Agreement (Senomyx Inc), Collaborative Research and License Agreement (Senomyx Inc)
Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by of the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including, in the case of Audentes, for the purpose of developing and commercializing Products) and in filing or prosecuting patent applications, prosecuting or defending litigationlitigation (in each case in accordance with the Agreement), complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements. In addition, each Party may communicate Results to such Party’s attorneys, advisors, investors and potential investors and acquirers, in each case to the extent such are subject either to a prior written confidentiality agreement or to a statutory or ethical obligation of confidentiality.
Appears in 2 contracts
Samples: Sublicense Agreement (Audentes Therapeutics, Inc.), Sublicense Agreement (Audentes Therapeutics, Inc.)
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information ----------------------------- information disclosed to it by the other Party party to the extent such information is included in the Licensed Technology or Results the BMS Technology, as the case may be, and to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party party to it pursuant to the terms of this Agreement; , provided that if a Party party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Pharmacopeia Inc), Collaboration and License Agreement (Pharmacopeia Inc)
Permitted Use and Disclosures. Each Party party hereto may use or disclose ------------------------------ Confidential Information disclosed to it by the other Party or Results party only to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder and the other agreements contemplated hereby, including without limitation in (i) conducting the Research Program internally (including conducting the Research Program through Consultants), (ii) filing or prosecuting patent applications, or prosecuting or defending litigation, (iii) complying with applicable law, governmental laws, regulations regulation or court order order, or otherwise (iv) submitting information to tax or other governmental authorities; provided, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; provided that if a Party party is required to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it such party will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable commercial efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 2 contracts
Samples: Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc), Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc)
Permitted Use and Disclosures. Each Party hereto may use or disclose the Confidential Information and the Collaboration Know-How disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 1 contract
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable law, governmental laws, regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, conducting clinical trials, or authorities making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreement; hereunder, provided that if a Party party is required to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential * Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements).
Appears in 1 contract
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in to comply with the exercise rules of any applicable securities exchange, the rights granted hereunder Nasdaq National Market or other self regulatory organization, in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental lawsregulations, regulations or court order law, legal process or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreement; hereunder, provided that if a Party party is required to make any such disclosuredisclosure of another party's confidential information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, applications will use its reasonable best efforts to secure confidential treatment of such information in consultation with (including the other Party significant financial terms of this Agreement) prior to its disclosure (whether through protective orders or otherwise) and disclose such information only to the minimum extent necessary to comply with such requirements.
Appears in 1 contract
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, governmental regulations or court order or otherwise orders, submitting information to tax or other governmental authorities, conducting pre-clinical research and development or clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreement; hereunder, provided that if a Party party is required to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreementagreement containing confidentiality obligations at least as restrictive as those set forth herein, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (disclosure, and provide the other party the opportunity to seek confidential treatment of such Confidential Information, whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 1 contract
Samples: License Agreement (Supergen Inc)
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applicationshereunder, prosecuting or defending litigation, or complying with applicable governmental laws, regulations or court order orders or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; provided that if a Party party is required to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information Confidential Information in consultation * Confidential treatment requested: material has been omitted and filed separately with the Commission. with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 1 contract
Samples: Confidential Treatment Library Sample Evaluation Agreement (Cubist Pharmaceuticals Inc)
Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable law, governmental laws, regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the terms of this Agreement; SEC. hereunder, provided that if a Party party is required to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements).
Appears in 1 contract
Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 1 contract
Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information information disclosed to it by the other Party to the extent such information is included in the Licensed Technology or Results the Antalium Technology, as the case may be, and to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; , provided that if a Party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will shall give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will shall use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Appears in 1 contract
Samples: Collaborative Research and Licence Agreement (Cardiome Pharma Corp)