Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each party hereto may use or disclose information disclosed to it by the other party, to the extent such use or disclosure is reasonably necessary and permitted in the exercise of 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 regulations or court order or otherwise submitting information to tax or other governmental authorities, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other party 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 best 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: Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc)

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Permitted Use and Disclosures. Each Notwithstanding the restrictions of Section 6.1, each party hereto may (a) use or disclose information Confidential Information disclosed to it by the other party, 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 to the extent such use or disclosure is reasonably necessary in (i) exercising the rights and permitted in the exercise of such rights licenses granted hereunder in commercializing Products as provided in Article 4hereunder, or in filing or prosecuting patent applications, (ii) prosecuting or defending litigation, (iii) complying with applicable laws, governmental regulations or court order orders or otherwise submitting information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), or making a permitted sublicense or otherwise exercising license rights expressly granted by the other party pursuant to the terms of this Agreement(iv) preparing, filing and prosecuting patent applications; in each case, 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, and will use its reasonable best 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 information Confidential Information disclosed to it by the other party, Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such the 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 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 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: Drug Discovery Collaboration Agreement, Drug Discovery Collaboration Agreement (Array Biopharma Inc), Drug Discovery Collaboration Agreement (Intermune Inc)

Permitted Use and Disclosures. Each party Party hereto may use or disclose information Confidential Information disclosed to it by the other party, Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such the rights granted hereunder in commercializing Products as provided in Article 4, or (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 Party to it pursuant to the terms of this Agreement, provided that if a party 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 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: 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 information ------------------------------ Confidential Information disclosed to it by the other party, party only to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such rights granted hereunder and the other agreements contemplated hereby, including without limitation in commercializing Products as provided in Article 4(i) conducting the Research Program internally (including conducting the Research Program through Consultants), or in (ii) filing or prosecuting patent applications, or prosecuting or defending litigation, (iii) complying with applicable law, governmental regulations regulation or court order order, or otherwise (iv) submitting information to tax or other governmental authorities; provided, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other party pursuant to the terms of this Agreement, provided that if a 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 of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable best commercial 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 2 contracts

Samples: Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc), Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc)

Permitted Use and Disclosures. Each party Party hereto may use or disclose information Confidential Information disclosed to it by the other party, Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such the 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 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 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 1 contract

Samples: Collaboration Agreement (Array Biopharma Inc)

Permitted Use and Disclosures. Each party hereto may use or disclose information Confidential Information disclosed to it by the other party, party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of 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 law, governmental regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, or authorities making a permitted sublicense or otherwise exercising license its rights expressly granted by the other party pursuant to the terms of this Agreementhereunder, provided that if a 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 latter 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 * 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

Samples: License Agreement (Aurora Biosciences Corp)

Permitted Use and Disclosures. Each party hereto may use or disclose information Confidential Information disclosed to it by the other party, party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of 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 law, governmental regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other party * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the terms of this AgreementSEC. hereunder, provided that if a 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 latter 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 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: License Agreement (Rosetta Inpharmatics Inc)

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Permitted Use and Disclosures. Each party hereto may use or disclose information Confidential Information disclosed to it by the other party, party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such the rights granted hereunder in commercializing Products as provided in Article 4, or in filing or prosecuting patent applicationshereunder, prosecuting or defending litigation, or complying with applicable governmental regulations or court order orders or otherwise submitting information to tax or other governmental authorities, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other party pursuant to the terms of this Agreement, provided that if a 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 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 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 information the Confidential Information and the Collaboration Know-How disclosed to it by the other party, Party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such the 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 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 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 1 contract

Samples: Drug Discovery Agreement (Array Biopharma Inc)

Permitted Use and Disclosures. Each party hereto may use or disclose information Confidential Information disclosed to it by the other party, party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of 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 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, making a permitted sublicense or otherwise exercising license its rights expressly granted by the other party pursuant to the terms of this Agreementhereunder, provided that if a 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 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 prior to its disclosure, and provide the other party prior the opportunity to its disclosure (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 hereto may use or disclose information disclosed to it by the other party, party to the extent such use or disclosure is reasonably necessary and permitted in to comply with the exercise rules of such rights granted hereunder in commercializing Products as provided in Article 4any applicable securities exchange, the Nasdaq National Market or other self regulatory organization, in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or court order regulations, 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 pursuant to the terms of this Agreementhereunder, provided that if a 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 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

Samples: Development and License Agreement (Integ Incorp)

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