Product Information. Ardelyx recognizes that by reason of, among other things, AstraZeneca’s status as an exclusive licensee pursuant to the grants under Section 2.1, AstraZeneca has an interest in Ardelyx’s retention in confidence of information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereof. Accordingly, until the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed Products, Ardelyx shall, and shall cause its Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s obligations under this Agreement, any (a) Regulatory Documentation including any Regulatory Approvals with respect to any Licensed Compound or Licensed Product, (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of Ardelyx, its Affiliates or any of their respective officers, directors, employees or agents or (ii) the disclosure or use of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.1. In the event this Agreement is terminated in its entirety or in a given country for any reason, this Section 10.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed to be Confidential Information of the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreement.
Appears in 3 contracts
Samples: License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.)
Product Information. Ardelyx recognizes (a) The Parties recognize that by reason of, among other things, AstraZeneca’s status as an exclusive licensee pursuant the requirement that Sanofi exercises the Option to Continue prior to the grants license grant under Section 2.12.2 becoming effective, AstraZeneca has and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have an interest in Ardelyx’s the retention in confidence of certain information relating to the Licensed Program Compounds or Licensed and Program Products, and the Exploitation thereof. Accordingly, except as set forth in this Section 7.1(a), Section 7.3 or Section 7.5 or expressly authorized elsewhere in this Agreement, until such time as Sanofi exercises the expiration of AstraZeneca’s exclusive license Option to Continue and pays the Continuation Milestone in accordance with respect to the Licensed Compounds and Licensed Productsterms hereof, Ardelyx and Sanofi shall, and shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s its obligations under this Agreement, (i) any (a) Regulatory Documentation including any Regulatory Approvals with respect to any Licensed Compound or Licensed Product, (b) Information information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Ardelyx Compounds or Licensed PatentsPatents or constituting Licensed Know-How or Joint Technology, or (ii) any information that is Controlled by Sanofi constituting Sole Program Know-How owned by ArdelyxSanofi or Joint Technology, Joints Inventions or Ardelyx relating to Sanofi Sole Invention Patents, (c) Information that is either Controlled by Ardelyx Patents or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Program Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), i) and (cii) “Product Information”) except, except in each case, to the extent (i) the Product Information is in the public domain, domain prior to the Effective Date, or thereafter comes into the public domain through no fault of Ardelyxeither Party, its Affiliates or any of their respective officers, directors, employees or agents or (ii) enters the disclosure or use of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreementpublic domain after the Effective Date. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca Sanofi or by AstraZeneca Sanofi to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.17.1. In Notwithstanding anything herein, Sanofi shall not be restricted from using its own Product Information for any purpose, to the event extent that such use would not constitute an infringement of the Program Patents.
(b) Following the exercise of the Option to Continue and Ardelyx’s receipt of the Continuation Milestone, (i) the restrictions set forth in Section 7.1(a) regarding Sanofi’s use and disclosure of Product Information described in Section 7.1(a)(ii) shall terminate and be of no further force or effect with respect to Sanofi, and (ii) if this Agreement is terminated in its entirety or in a given country for any reason, this Section 10.1 7.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 10.1 7.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed to be Confidential Information of the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreement.
Appears in 3 contracts
Samples: License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.)
Product Information. Ardelyx EPIZYME recognizes that by reason of, among other thingsinter alia, AstraZenecaEISAI’s status as an exclusive licensee pursuant to in the grants EISAI Territory under Section 2.1this Agreement, AstraZeneca EISAI has an interest in ArdelyxEPIZYME’s retention in confidence of certain information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofof EPIZYME. Accordingly, until the expiration end of AstraZeneca’s exclusive license with respect to all Royalty Term(s) in the Licensed Compounds and Licensed ProductsEISAI Territory, Ardelyx shall, and EPIZYME shall cause its Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyxfulfill EPIZYME’s obligations under this Agreementobligations, or exercise EPIZYME’s rights, hereunder any (a) Regulatory Documentation including any Regulatory Approvals with respect to any Licensed Compound or Licensed Product, (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program EPIZYME Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx EPIZYME or provided EPIZYME Collaboration Know-How, in each case that are primarily applicable to Ardelyx pursuant to this Agreement relating to EZH2 or EZH2 Compounds (the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except), in each case, except to the extent (ia) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxEPIZYME, its Affiliates or any of their respective officers, directors, employees or agents or (iib) the such disclosure or use of such Product Information would be is expressly permitted under Section 10.5 9.3, or (c) such disclosure or use is otherwise expressly authorized under permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure or transfer by Ardelyx EPIZYME to AstraZeneca or by AstraZeneca to Ardelyx EISAI of any Product Information shall not cause such information Product Information to cease to be subject to the provisions of this Section 10.19.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated in its entirety or in a given country for any reasonpursuant to Article 12, this Section 10.1 9.2 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect effect, but the Product Information, to one or several specific country(ies) onlythe extent disclosed by EPIZYME to EISAI hereunder, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed continue to be Confidential Information of EPIZYME, subject to the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Epizyme, Inc.), Collaboration and License Agreement, Collaboration and License Agreement (Epizyme, Inc.)
Product Information. Ardelyx Galapagos recognizes that by reason of, among other thingsinter alia, AstraZenecaAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.1, AstraZeneca AbbVie has an interest in Ardelyx’s Galapagos’ retention in confidence of information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofcertain Information of Galapagos. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Galapagos shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s fulfill Galapagos’ obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information Controlled by Galapagos or any Regulatory Approvals with respect of its Affiliates specifically relating to any Licensed Compound Molecule or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxGalapagos, its Affiliates or any of its or their respective officers, directors, employees employees, or agents or agents, (ii) the such disclosure or use of such Product Information would be is expressly permitted under Section 10.5 9.3, or (iii) such disclosure or use is otherwise expressly authorized under permitted by the terms of this Agreement. For purposes of Section 9.3, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Galapagos shall be deemed to be the receiving Party with respect thereto. For further clarification, (a) without limiting this Section 9.1, to the extent Product Information is disclosed by Galapagos to AbbVie pursuant to this Agreement, such Information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Galapagos with respect to the use and disclosure of such Information by AbbVie (and Galapagos shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and AbbVie shall be deemed to be the receiving Party with respect thereto), but (b) the disclosure or transfer by Ardelyx Galapagos to AstraZeneca or by AstraZeneca to Ardelyx AbbVie of any Product Information shall not cause such information Information to cease to be subject to the provisions of this Section 10.19.1 with respect to the use and disclosure of such Confidential Information by Galapagos. In the event If this Agreement is terminated in its entirety or in with respect to the Terminated Territory and, as a given country for any reasonresult of such termination, Galapagos obtains a license with respect to the Terminated Territory pursuant to Sections 12.6 or 12.7, this Section 10.1 9.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such Information solely in connection with the Exploitation of the Molecule or Product for the benefit of the Terminated Territory, then this Section 10.1 will have no continuing force or effect as but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by Galapagos to AbbVie hereunder, shall be deemed continue to be Confidential Information of Galapagos, subject to the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, terms of Sections 9.2 and 9.3 for purposes of the surviving provisions of this Agreement.
Appears in 2 contracts
Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Product Information. Ardelyx Ablynx recognizes that by reason of, among other thingsinter alia, AstraZenecaAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.2, AstraZeneca AbbVie has an interest in ArdelyxAblynx’s retention in confidence of information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofcertain Information of Ablynx. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Ablynx shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyxfulfill Ablynx’s obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information Controlled by Ablynx or any Regulatory Approvals with respect of its Affiliates relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxAblynx, its Affiliates specifically or any of its or their respective officers, directors, employees employees, or agents or agents, (ii) the such disclosure or use of such Product Information would be is expressly permitted under Section 10.5 9.3, or (iii) such disclosure or use is otherwise expressly authorized under permitted by the terms of this Agreement. For purposes of Section 9.3, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Ablynx shall be deemed to be the receiving Party with respect thereto. For further clarification, (x) without limiting this Section 9.1, to the extent Product Information is disclosed by Ablynx to AbbVie pursuant to this Agreement, such Information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Ablynx with respect to the use and disclosure of such Information by Ablynx (and Ablynx shall be deemed to be the disclosing Party with respect to Product CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Information under Section 9.3 and AbbVie shall be deemed to be the receiving Party with respect thereto), but (y) the disclosure or transfer by Ardelyx Ablynx to AstraZeneca or by AstraZeneca to Ardelyx AbbVie of any Product Information shall not cause such information Information to cease to be subject to the provisions of this Section 10.19.1 with respect to the use and disclosure of such Confidential Information by Ablynx. In the event If this Agreement is terminated in its entirety or in a given country for any reasonwith respect to the Terminated Territory, this Section 10.1 9.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such Information solely in connection with the Exploitation of the Licensed Compound or Licensed Product for the benefit of the Terminated Territory, then this Section 10.1 will have no continuing force or effect as but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by AbbVie to Ablynx hereunder, shall be deemed continue to be Confidential Information of AbbVie, subject to the Party that disclosed such Product Informationterms of Sections 9.2, or on whose behalf such Product Information was disclosed9.3, pursuant to this Agreement, and 9.6 for purposes of the surviving provisions of this Agreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)
Product Information. Ardelyx Galapagos recognizes that by reason of, among other thingsinter alia, AstraZeneca’s Xxxxxx’x status as an exclusive licensee pursuant to the grants under Section 2.15.2, AstraZeneca Xxxxxx has an interest in Ardelyx’s Galapagos’ retention in confidence of certain information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofof Galapagos. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Galapagos shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s fulfill Galapagos’ obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information owned or otherwise Controlled by Galapagos or any Regulatory Approvals with respect of its Affiliates specifically relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (ix) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxGalapagos, its Affiliates or any of its or their respective officers, directors, employees employees, or agents agents; (y) such disclosure or use is expressly permitted under Section 9.3, or (z) such disclosure or use is otherwise expressly permitted by the terms of this Agreement. For purposes of Section 9.3, Xxxxxx shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Galapagos shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 9.1, to the extent Product Information is disclosed by Galapagos to Xxxxxx pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Galapagos with respect to the use and disclosure of such Information by Galapagos (and Galapagos shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Xxxxxx shall be deemed to be the receiving Party with respect thereto), but (ii) the disclosure or use by Galapagos to Xxxxxx of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.19.1 with respect to the use and disclosure of such Confidential Information by Galapagos. In the event If this Agreement is terminated in its entirety or in a given country for any reasonwith respect to the Terminated Territory, this Section 10.1 9.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such information solely in connection with the Exploitation of the Licensed Compound or Licensed Product for the benefit of the Terminated Territory, then this Section 10.1 will have no continuing force or effect as but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by Xxxxxx to Galapagos hereunder, shall be deemed continue to be Confidential Information of Xxxxxx, subject to the Party that disclosed such Product Informationterms of Sections 9.2, or on whose behalf such Product Information was disclosed9.3, pursuant to this Agreement, and 9.7 for purposes of the surviving provisions of this Agreement.
Appears in 2 contracts
Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Product Information. Ardelyx recognizes that by reason ofOBI will furnish to ASI any and all Product handling manuals, among sales literature, and other things, AstraZeneca’s status as an exclusive licensee pursuant to the grants under Section 2.1, AstraZeneca has an interest in Ardelyx’s retention in confidence of applicable information relating to the Licensed Compounds Products that is reasonably necessary in OBI’s discretion for ASI to formulate any other manuals, promotional materials and warning labels reasonably deemed necessary or Licensed Productsappropriate by ASI (collectively, the “Product Information”). ASI shall have the right with OBI’s prior written approval, which approval shall not be unreasonably withheld or delayed to revise, or to cause OBI to revise, any such Product Information that ASI reasonably determines to be necessary or advisable, or otherwise inaccurate or misleading, and OBI will promptly incorporate such revisions into the Exploitation thereofProduct Information. AccordinglyASI shall have the right to produce, until at its expense, promotional material, Product handling manuals, instructions for use, warning labels and other written information relating to the expiration Products which is based in whole or in part on, or derived from, the Product Information supplied by OBI. OBI shall be entitled to review such information solely for the purpose of AstraZenecaverifying that such information (a) is consistent with the Product Information and Product Approvals, (b) contains no material inaccuracies with respect to a Product’s exclusive license performance/use or the Product Information, (c) does not disclose material Confidential Information of OBI; and (d) does not, in OBI’s reasonable discretion, make claims about the performance or use of the Product beyond those contained in the Product Information, except to the extent otherwise authorized by OBI, and OBI shall be entitled to prohibit ASI from disseminating any such information prepared by ASI to the extent such information (i) is inconsistent with the Product Information or any Product Approvals, (ii) contains material inaccuracies with respect to the Licensed Compounds and Licensed Products, Ardelyx shall, and shall cause its Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish Product’s performance/use or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s obligations under this Agreement, any (a) Regulatory Documentation including any Regulatory Approvals with respect to any Licensed Compound or Licensed Productthe Product Information, (biii) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of Ardelyx, its Affiliates or any of their respective officers, directors, employees or agents or (ii) the disclosure or use of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.1. In the event this Agreement is terminated in its entirety or in a given country for any reason, this Section 10.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed to be discloses material Confidential Information of OBI, or (iv) makes unauthorized claims about the Party performance of the Product that disclosed such are not contained in the Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreement.
Appears in 1 contract
Samples: Private Label Distribution Agreement (Alphatec Holdings, Inc.)
Product Information. Ardelyx Licensor recognizes that by reason of, among other things, AstraZenecaof AbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.16.1, AstraZeneca AbbVie has an interest in Ardelyx’s retention in confidence Licensor maintaining the confidentiality of certain information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofof Licensor. Accordingly, until on an Accepted Target-by-Accepted Target basis, from the expiration applicable Target Acceptance Date and for the remainder of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Licensor shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyxfulfill Licensor’s obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information owned or otherwise Controlled by Licensor or any Regulatory Approvals with respect of its Affiliates specifically relating to any Licensed Compound Discovery T-Cell Receptor Construct or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except); [ ] = Certain confidential information contained in this document, in each casemarked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. except to the extent (ia) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxLicensor, its Affiliates or any of its or their respective officers, directors, employees employees, or agents agents; (b) such disclosure or use is expressly permitted under Section 10.3, or (c) such disclosure or use is otherwise expressly permitted by the terms of this Agreement. For purposes of Section 10.3, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 10.3 and Licensor shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 10.1, to the extent Product Information is disclosed by Licensor to AbbVie pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE 10, also constitute Confidential Information of Licensor with respect to the use and disclosure of such Information by AbbVie, but (ii) the disclosure or use by Licensor to AbbVie of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.110.1 with respect to the use and disclosure of such Confidential Information by Licensor. In the event this Agreement is terminated in its entirety or in a given country for any reasonwith respect to the Terminated Territory or Terminated Target, this Section 10.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such information solely in connection with the Exploitation of the Discovery T-Cell Receptor Construct or Licensed Product for the benefit of the Terminated Territory or Terminated Target, then this Section 10.1 will have no continuing force or effect as applicable, but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by AbbVie to Licensor hereunder, shall be deemed continue to be Confidential Information of AbbVie, subject to the Party that disclosed such Product Informationterms of Sections 10.2, or on whose behalf such Product Information was disclosed10.3, pursuant to this Agreement, and 10.6 for purposes of the surviving provisions of this Agreement.
Appears in 1 contract
Samples: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)
Product Information. Ardelyx Galapagos recognizes that by reason of, among other thingsinter alia, AstraZenecaAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.1, AstraZeneca AbbVie has an interest in Ardelyx’s Galapagos’ retention in confidence of information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofcertain Information of Galapagos. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Galapagos shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s fulfill Galapagos’ obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information Controlled by Galapagos or any Regulatory Approvals with respect of its Affiliates specifically relating to any Licensed Compound Molecule or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxGalapagos, its Affiliates or any of its or their respective officers, directors, employees employees, or agents or agents, (ii) the such disclosure or use of such Product Information would be is expressly permitted under Section 10.5 9.3, or (iii) such disclosure or use is otherwise expressly authorized under permitted by the terms of this Agreement. For purposes of Section 9.3, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Galapagos shall be deemed to be the receiving Party with respect thereto. For further clarification, (a) without limiting this Section 9.1, to the extent Product Information is disclosed by Galapagos to AbbVie pursuant to * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. this Agreement, such Information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Galapagos with respect to the use and disclosure of such Information by AbbVie (and Galapagos shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and AbbVie shall be deemed to be the receiving Party with respect thereto), but (b) the disclosure or transfer by Ardelyx Galapagos to AstraZeneca or by AstraZeneca to Ardelyx AbbVie of any Product Information shall not cause such information Information to cease to be subject to the provisions of this Section 10.19.1 with respect to the use and disclosure of such Confidential Information by Galapagos. In the event If this Agreement is terminated in its entirety or in with respect to the Terminated Territory and, as a given country for any reasonresult of such termination, Galapagos obtains a license with respect to the Terminated Territory pursuant to Sections 12.6 or 12.7, this Section 10.1 9.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such Information solely in connection with the Exploitation of the Molecule or Product for the benefit of the Terminated Territory, then this Section 10.1 will have no continuing force or effect as but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by Galapagos to AbbVie hereunder, shall be deemed continue to be Confidential Information of Galapagos, subject to the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, terms of Sections 9.2 and 9.3 for purposes of the surviving provisions of this Agreement.
Appears in 1 contract
Product Information. Ardelyx Ablynx recognizes that by reason of, among other thingsinter alia, AstraZenecaAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.2, AstraZeneca AbbVie has an interest in ArdelyxAblynx’s retention in confidence of information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofcertain Information of Ablynx. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Ablynx shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyxfulfill Ablynx’s CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information Controlled by Ablynx or any Regulatory Approvals with respect of its Affiliates relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxAblynx, its Affiliates specifically or any of its or their respective officers, directors, employees employees, or agents or agents, (ii) the such disclosure or use of such Product Information would be is expressly permitted under Section 10.5 9.3, or (iii) such disclosure or use is otherwise expressly authorized under permitted by the terms of this Agreement. For purposes of Section 9.3, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Ablynx shall be deemed to be the receiving Party with respect thereto. For further clarification, (x) without limiting this Section 9.1, to the extent Product Information is disclosed by Ablynx to AbbVie pursuant to this Agreement, such Information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Ablynx with respect to the use and disclosure of such Information by Ablynx (and Ablynx shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and AbbVie shall be deemed to be the receiving Party with respect thereto), but (y) the disclosure or transfer by Ardelyx Ablynx to AstraZeneca or by AstraZeneca to Ardelyx AbbVie of any Product Information shall not cause such information Information to cease to be subject to the provisions of this Section 10.19.1 with respect to the use and disclosure of such Confidential Information by Ablynx. In the event If this Agreement is terminated in its entirety or in a given country for any reasonwith respect to the Terminated Territory, this Section 10.1 9.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such Information solely in connection with the Exploitation of the Licensed Compound or Licensed Product for the benefit of the Terminated Territory, then this Section 10.1 will have no continuing force or effect as but the Product Information, to such specific country(ies)) and all Product Information the extent disclosed by AbbVie to Ablynx hereunder, shall be deemed continue to be Confidential Information of AbbVie, subject to the Party that disclosed such Product Informationterms of Sections 9.2, or on whose behalf such Product Information was disclosed9.3, pursuant to this Agreement, and 9.6 for purposes of the surviving provisions of this Agreement.
Appears in 1 contract
Product Information. Ardelyx recognizes (a) The Progenics Parties recognize that by reason of, among other thingsinter alia, AstraZenecaSalix’s status as an exclusive licensee pursuant to the grants under Section 2.1, AstraZeneca Salix has an interest in Ardelyx’s the Progenics Parties’ retention in confidence of certain information relating to of the Licensed Compounds or Licensed Products, and the Exploitation thereofProgenics Parties. Accordingly, until during the expiration of AstraZeneca’s exclusive license with respect to Term, the Licensed Compounds and Licensed Products, Ardelyx Progenics Parties shall, and shall cause its their Affiliates and their respective officers, directors, employees employees, and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s obligations fulfill the Progenics Parties’ obligations, or exercise the Progenics Parties’ rights, hereunder or under this any Subject Agreement or Related Agreement, any (a) Regulatory Documentation including data or information owned or possessed by the Progenics Parties or any Regulatory Approvals with respect of their Affiliates that relates to any Licensed the Compound or Licensed Productany Product for use in the Field, (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patentsthe Manufacturing, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture Development or Commercialization of Licensed Compounds or Licensed Products, or to any of the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor foregoing (collectively, (a), (b), and (c) the “Product Information”) except, in each case, ); except to the extent (i) the Progenics Parties’ Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of Ardelyx, its the Progenics Parties or their Affiliates or any of their respective officers, directors, employees employees, or agents (including pursuant to disclosure as contemplated by Section 9.2(l)(i)); (ii) such disclosure or use is expressly permitted under Section 8.3, or (iii) such disclosure or use is at such time otherwise expressly permitted by the terms of this Agreement. For purposes of Section 8.3, Salix shall be deemed to be the Disclosing Party with respect to the Progenics Parties’ Product Information under Section 8.3 and the Progenics Parties shall be deemed to be the Receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.1(a), to the extent the Progenics Parties’ Product Information is disclosed by the Progenics Parties to Salix pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article 8, also constitute Confidential Information of the disclosing Progenics Party with respect to the use and disclosure of such data or information by Salix (and the Progenics Party shall be deemed to be the Disclosing Party with respect to such Product Information under Section 8.3 and Salix shall be deemed to be the Receiving Party with respect thereto), but (ii) the disclosure or use by a Progenics Party to Salix of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Progenics Parties’ Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.18.1(a) with respect to the use and disclosure of such Confidential Information by the disclosing Progenics Party. In the event this Agreement is terminated in its entirety or in a given country for any reasonterminated, this Section 10.1 8.1(a) shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one the use or several specific country(ies) onlydisclosure of such information, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all but Product Information disclosed by Salix to the Progenics Parties hereunder shall be deemed continue to be Confidential Information of Salix, subject to the Party that disclosed such Product Informationterms of Sections 8.2, or on whose behalf such Product Information was disclosed8.3, pursuant to this Agreement, and 8.5 for purposes of the surviving provisions of this Agreement.
(b) Salix recognizes that, in the event the licenses granted to Salix by Progenics are terminated pursuant to Section 10.5, the Progenics Parties will have an interest in Salix’s retention in confidence of certain information of Salix’s. Accordingly, following such termination pursuant to Section 10.5, Salix shall, and shall cause its Affiliates and their respective officers, directors, employees, and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to fulfill Salix’s obligations, or exercise Salix’s rights, hereunder any Salix Product Information (as Product Information is defined in Section 8.1(a)); except to the extent (i) the Salix Product Information is in the public domain through no fault of Salix or its Affiliates or any of their respective officers, directors, employees, or agents (including pursuant to disclosure as contemplated by Section 9.2(l)(i) mutatis mutandis); (ii) such disclosure or use is expressly permitted under Section 8.3, or (iii) such disclosure or use is at such time otherwise expressly permitted by the terms of this Agreement. For purposes of Section 8.3, following termination of the licenses from Progenics to Salix pursuant to Section 10.5, the Progenics Parties shall be deemed to be the Disclosing Party with respect to Salix’s Product Information under Section 8.3 and Salix shall be deemed to be the Receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.1(b), to the extent Salix Product Information is disclosed by Salix to the Progenics Parties pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article 8, also constitute Confidential Information of Salix with respect to the use and disclosure of such data or information by Progenics (and Salix shall be deemed to be the Disclosing Party with respect to Salix Product Information under Section 8.3 and Progenics shall be deemed to be the Receiving Party with respect thereto), but (ii) the disclosure by Salix to Progenics of Salix Product Information shall not cause such information to cease to be subject to the provisions of this Section 8.1(b) with respect to the use and disclosure of such Confidential Information by Salix.
Appears in 1 contract
Product Information. Ardelyx Harpoon recognizes that by reason of, among other things, AstraZenecaof AbbVie’s status as an exclusive licensee optionee pursuant to the grants under Section 2.13.2.3, AstraZeneca AbbVie has an interest in Ardelyx’s retention in confidence Harpoon maintaining the confidentiality of certain information relating to the Licensed Compounds or Licensed Products, and the Exploitation thereofof Harpoon. Accordingly, until following the expiration License Option Exercise Closing Date and for the remainder of AstraZeneca’s exclusive license with respect to the Licensed Compounds and Licensed ProductsTerm, Ardelyx Harpoon shall, and shall cause its Affiliates and its and their respective officers, directors, employees employees, and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyxfulfill Harpoon’s obligations under this Agreement, hereunder any (a) Regulatory Documentation including Information owned or otherwise Controlled by Harpoon or any Regulatory Approvals with respect of its Affiliates specifically relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, ); except to the extent (ia) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of ArdelyxHarpoon, its Affiliates or any of its or their respective officers, directors, employees employees, or agents agents; (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms of this Agreement. Product Information shall not include [***]. For purposes of Section 9.3, effective as of License Option Exercise Closing Date and for the remainder of the Term, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Harpoon shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 9.1, to the extent Product Information is disclosed by Harpoon to AbbVie pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Harpoon with respect to the use and disclosure of such Information by AbbVie, but (ii) the disclosure or use by Harpoon to AbbVie of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.1. In the event this Agreement is terminated in its entirety or in a given country for any reason, this Section 10.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is 9.1 with respect to one or several specific country(ies) only, then this Section 10.1 will have no continuing force or effect as to the use and disclosure of such specific country(ies)) and all Product Information shall be deemed to be Confidential Information of the Party that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreementby Harpoon. [***].
Appears in 1 contract
Samples: Development and Option Agreement (Harpoon Therapeutics, Inc.)
Product Information. Ardelyx recognizes that by reason ofOBI will furnish to ASI any and all Product handling manuals, among sales literature, and other things, AstraZeneca’s status as an exclusive licensee pursuant to the grants under Section 2.1, AstraZeneca has an interest in Ardelyx’s retention in confidence of applicable information relating to the Licensed Compounds Products that is reasonably necessary in OBI's discretion for ASI to formulate any other manuals, promotional materials and warning labels reasonably deemed necessary or Licensed Productsappropriate by ASI (collectively, the "Product Information"). ASI shall have the right with OBI's prior written approval, which approval shall not be unreasonably withheld or delayed to revise, or to cause OBI to revise, any such Product Information that ASI reasonably determines to be necessary or advisable, or otherwise inaccurate or misleading, and OBI will promptly incorporate such revisions into the Exploitation thereofProduct Information. AccordinglyASI shall have the right to produce, until at its expense, promotional material, Product handling manuals, instructions for use, warning labels and other written information relating to the expiration Products which is based in whole or in part on, or derived from, the Product Information supplied by OBI. OBI shall be entitled to review such information solely for the purpose of AstraZeneca’s exclusive license verifying that such information (a) is consistent with the Product Information and Product Approvals, (b) contains no material inaccuracies with respect to a Product's performance/use or the Product Information, (c) does not disclose material Confidential Information of OBI; and (d) does not, in OBI's reasonable discretion, make claims about the performance or use of the Product beyond those contained in the Product Information, except to the extent otherwise authorized by OBI, and OBI shall be entitled to prohibit ASI from disseminating any such information prepared by ASI to the extent such information (i) is inconsistent with the Product Information or any Product Approvals, (ii) contains material inaccuracies with respect to the Licensed Compounds and Licensed Products, Ardelyx shall, and shall cause its Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish Product's performance/use or otherwise disclose, and not use directly or indirectly for any purpose other than to perform Ardelyx’s obligations under this Agreement, any (a) Regulatory Documentation including any Regulatory Approvals with respect to any Licensed Compound or Licensed Productthe Product Information, (biii) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to Licensed Patents, Sole Program Know-How owned by Ardelyx, Joints Inventions or Ardelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or to the Regulatory Documentation or Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (a), (b), and (c) “Product Information”) except, in each case, to the extent (i) the Product Information is in the public domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of Ardelyx, its Affiliates or any of their respective officers, directors, employees or agents or (ii) the disclosure or use of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to AstraZeneca or by AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 10.1. In the event this Agreement is terminated in its entirety or in a given country for any reason, this Section 10.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed to be discloses material Confidential Information of OBI, or (iv) makes unauthorized claims about the Party performance of the Product that disclosed such are not contained in the Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreement.
Appears in 1 contract
Samples: Private Label Distribution Agreement (Alphatec Holdings, Inc.)