Common use of Product Information Clause in Contracts

Product Information. ▇▇▇▇▇▇▇ recognizes that by reason of, inter alia, Forest’s status as an exclusive licensee pursuant to the grants under Section 2.1, Forest has an interest in ▇▇▇▇▇▇▇’▇ retention in confidence of certain information of ▇▇▇▇▇▇▇. Accordingly, during the Term, ▇▇▇▇▇▇▇ shall, and shall cause its Affiliates and its 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 ▇▇▇▇▇▇▇’▇ obligations hereunder, any Information provided by or on behalf of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (a) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇, its Affiliates or any of its or their respective officers, directors, employees, or agents; or (b) such disclosure or use is expressly permitted under Section 8.4 or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to disclose) such Product Information in its other programs, including to develop and commercialize products other than the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8. For purposes of Section 8.4, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 and ▇▇▇▇▇▇▇ shall be deemed to be the receiving Party with respect thereto. For further clarification, without limiting this Section 8.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ to Forest pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE 8, also constitute Confidential Information of ▇▇▇▇▇▇▇ with respect to the use and disclosure of such Information by Forest (and ▇▇▇▇▇▇▇ shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 and Forest shall be deemed to be the receiving Party with respect thereto). In the event this Agreement is terminated in its entirety, this Section 8.1 shall have no continuing force or effect with respect to the use or disclosure of such information solely in connection with the Exploitation of the Licensed Compounds or Licensed Products, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ to Forest hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇, subject to the terms of Section 8.2, Section 8.4, Section 8.5 and Section 8.10.

Appears in 2 contracts

Sources: License Agreement (Trevena Inc), License Agreement (Trevena Inc)

Product Information. ▇▇▇▇▇▇▇ Ablynx recognizes that by reason of, inter alia, ForestAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.2, Forest AbbVie has an interest in ▇▇▇▇▇▇▇’▇ Ablynx’s retention in confidence of certain information Information of ▇▇▇▇▇▇▇Ablynx. Accordingly, during the Term, ▇▇▇▇▇▇▇ Ablynx shall, and shall cause its Affiliates and its and their respective officers, directors, 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 fulfill ▇▇▇▇▇▇▇’▇ Ablynx’s obligations hereunder, hereunder any Information provided Controlled by Ablynx or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (ai) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Ablynx, its Affiliates specifically or any of its or their respective officers, directors, employees, or agents; or , (bii) such disclosure or use is expressly permitted under Section 8.4 9.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to discloseiii) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.49.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and ▇▇▇▇▇▇▇ Ablynx shall be deemed to be the receiving Party with respect thereto. For further clarification, (x) without limiting this Section 8.19.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ Ablynx to Forest AbbVie pursuant to this Agreement, such information Information shall, subject to the other terms and conditions of this ARTICLE 8Article 9, also constitute Confidential Information of ▇▇▇▇▇▇▇ Ablynx with respect to the use and disclosure of such Information by Forest 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 8.4 9.3 and Forest AbbVie shall be deemed to be the receiving Party with respect thereto), but (y) the disclosure by Ablynx to AbbVie of Product Information shall not cause such Information to cease to be subject to the provisions of this Section 9.1 with respect to the use and disclosure of such Confidential Information by Ablynx. In the event If this Agreement is terminated in its entiretyentirety or with respect to the Terminated Territory, this Section 8.1 9.1 shall have no continuing force or effect with respect to the use or disclosure of such information Information solely in connection with the Exploitation of the Licensed Compounds Compound or Licensed ProductsProduct for the benefit of the Terminated Territory, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ AbbVie to Forest Ablynx hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇AbbVie, subject to the terms of Section 8.2Sections 9.2, Section 8.49.3, Section 8.5 and Section 8.109.6 for purposes of the surviving provisions of this Agreement.

Appears in 2 contracts

Sources: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)

Product Information. ▇▇▇▇▇▇▇ Galapagos recognizes that by reason of, inter alia, Forest’s ▇▇▇▇▇▇’▇ status as an exclusive licensee pursuant to the grants under Section 2.15.2, Forest has an interest in ▇▇▇▇▇▇▇’has an interest in Galapagos’ retention in confidence of certain information of ▇▇▇▇▇▇▇Galapagos. Accordingly, during the Term, ▇▇▇▇▇▇▇ Galapagos shall, and shall cause its Affiliates and its and their respective officers, directors, 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 fulfill ▇▇▇▇▇▇▇’▇ Galapagos’ obligations hereunder, hereunder any Information provided owned or otherwise Controlled by Galapagos or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates specifically relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (ax) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Galapagos, its Affiliates or any of its or their respective officers, directors, employees, or agents; or (by) such disclosure or use is expressly permitted under Section 8.4 9.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to disclosez) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.49.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 and ▇▇▇▇▇▇▇ shall be deemed to be the receiving Party with respect thereto. For further clarification, without limiting this Section 8.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ to Forest pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE 8, also constitute Confidential Information of ▇▇▇▇▇▇▇ with respect to the use and disclosure of such Information by Forest (and ▇▇▇▇▇▇▇ shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and Forest 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ shall be deemed to be the receiving Party with respect thereto), but (ii) the disclosure by Galapagos to ▇▇▇▇▇▇ of Product Information shall not cause such information to cease to be subject to the provisions of this Section 9.1 with respect to the use and disclosure of such Confidential Information by Galapagos. In the event If this Agreement is terminated in its entiretyentirety or with respect to the Terminated Territory, this Section 8.1 9.1 shall have no continuing force or effect with respect to the use or disclosure of such information solely in connection with the Exploitation of the Licensed Compounds Compound or Licensed ProductsProduct for the benefit of the Terminated Territory, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇ to Forest Galapagos hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇, subject to the terms of Section 8.2Sections 9.2, Section 8.49.3, Section 8.5 and Section 8.109.7 for purposes of the surviving provisions of this Agreement.

Appears in 2 contracts

Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)

Product Information. ▇▇▇▇▇▇▇ Galapagos recognizes that by reason of, inter alia, ForestAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.1, Forest AbbVie has an interest in ▇▇▇▇▇▇▇’▇ Galapagos’ retention in confidence of certain information Information of ▇▇▇▇▇▇▇Galapagos. Accordingly, during the Term, ▇▇▇▇▇▇▇ Galapagos shall, and shall cause its Affiliates and its and their respective officers, directors, 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 fulfill ▇▇▇▇▇▇▇’▇ Galapagos’ obligations hereunder, hereunder any Information provided Controlled by Galapagos or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates specifically relating to any Licensed Compound Molecule or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (ai) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Galapagos, its Affiliates or any of its or their respective officers, directors, employees, or agents; or , (bii) such disclosure or use is expressly permitted under Section 8.4 9.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to discloseiii) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.49.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and ▇▇▇▇▇▇▇ Galapagos shall be deemed to be the receiving Party with respect thereto. For further clarification, (a) without limiting this Section 8.19.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ Galapagos to Forest 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 Information shall, subject to the other terms and conditions of this ARTICLE 8Article 9, also constitute Confidential Information of ▇▇▇▇▇▇▇ Galapagos with respect to the use and disclosure of such Information by Forest AbbVie (and ▇▇▇▇▇▇▇ Galapagos shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and Forest AbbVie shall be deemed to be the receiving Party with respect thereto), but (b) the disclosure by Galapagos to AbbVie of Product Information shall not cause such Information to cease to be subject to the provisions of this Section 9.1 with respect to the use and disclosure of such Confidential Information by Galapagos. In the event If this Agreement is terminated in its entiretyentirety or with respect to the Terminated Territory and, as a result of such termination, Galapagos obtains a license with respect to the Terminated Territory pursuant to Sections 12.6 or 12.7, this Section 8.1 9.1 shall have no continuing force or effect with respect to the use or disclosure of such information Information solely in connection with the Exploitation of the Licensed Compounds Molecule or Licensed ProductsProduct for the benefit of the Terminated Territory, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ Galapagos to Forest AbbVie hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇Galapagos, subject to the terms of Section 8.2, Section 8.4, Section 8.5 Sections 9.2 and Section 8.109.3 for purposes of the surviving provisions of this Agreement.

Appears in 1 contract

Sources: Collaboration Agreement (Galapagos Nv)

Product Information. ▇▇▇▇▇▇▇ recognizes [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION (a) The Progenics Parties recognize that by reason of, inter alia, ForestSalix’s status as an exclusive licensee pursuant to the grants under Section 2.1, Forest Salix has an interest in ▇▇▇▇▇▇▇’▇ the Progenics Parties’ retention in confidence of certain information of ▇▇▇▇▇▇▇the Progenics Parties. Accordingly, during the Term, ▇▇▇▇▇▇▇ the Progenics Parties shall, and shall cause its their Affiliates and its 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 ▇▇▇▇▇▇▇’▇ obligations hereunderthe Progenics Parties’ obligations, or exercise the Progenics Parties’ rights, hereunder or under any Subject Agreement or Related Agreement, any Information provided data or information owned or possessed by the Progenics Parties or on behalf any of ▇▇▇▇▇▇▇ their Affiliates that relates to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, relating to any Licensed Compound or Licensed Productany Product for use in the Field, or the Exploitation Manufacturing, Development or Commercialization of any of the foregoing (the “Product Information”); except to the extent (ai) the Progenics Parties’ Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇, its the Progenics Parties or their Affiliates or any of its or their respective officers, directors, employees, or agentsagents (including pursuant to disclosure as contemplated by Section 9.2(l)(i)); or (bii) such disclosure or use is expressly permitted under Section 8.4 8.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to discloseiii) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is at such time otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.48.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest Salix shall be deemed to be the disclosing Disclosing Party with respect to the Progenics Parties’ Product Information under Section 8.4 8.3 and ▇▇▇▇▇▇▇ the Progenics Parties shall be deemed to be the receiving Receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.18.1(a), to the extent the Progenics Parties’ Product Information is disclosed by ▇▇▇▇▇▇▇ the Progenics Parties to Forest Salix pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE Article 8, also constitute Confidential Information of ▇▇▇▇▇▇▇ the disclosing Progenics Party with respect to the use and disclosure of such Information data or information by Forest Salix (and ▇▇▇▇▇▇▇ the Progenics Party shall be deemed to be the disclosing Disclosing Party with respect to such Product Information under Section 8.4 8.3 and Forest Salix shall be deemed to be the receiving Receiving Party with respect thereto), but (ii) the disclosure by a Progenics Party to Salix of the Progenics Parties’ Product Information shall not cause such information to cease to be subject to the provisions of this Section 8.1(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 entiretyterminated, this Section 8.1 8.1(a) shall have no continuing force or effect with respect to the use or disclosure of such information solely in connection with the Exploitation of the Licensed Compounds or Licensed Productsinformation, but the Product Information, Information disclosed by Salix to the extent disclosed by ▇▇▇▇▇▇▇ to Forest hereunder, Progenics Parties hereunder shall continue to be Confidential Information of ▇▇▇▇▇▇▇Salix, subject to the terms of Section Sections 8.2, 8.3, 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 8.410.5, 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 8.5 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 8.108.1(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

Sources: License Agreement (Progenics Pharmaceuticals Inc)

Product Information. ▇▇▇▇▇▇▇ recognizes (a) The Progenics Parties recognize that by reason of, inter alia, ForestSalix’s status as an exclusive licensee pursuant to the grants under Section 2.1, Forest Salix has an interest in ▇▇▇▇▇▇▇’▇ the Progenics Parties’ retention in confidence of certain information of ▇▇▇▇▇▇▇the Progenics Parties. Accordingly, during the Term, ▇▇▇▇▇▇▇ the Progenics Parties shall, and shall cause its their Affiliates and its 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 ▇▇▇▇▇▇▇’▇ obligations hereunderthe Progenics Parties’ obligations, or exercise the Progenics Parties’ rights, hereunder or under any Subject Agreement or Related Agreement, any Information provided data or information owned or possessed by the Progenics Parties or on behalf any of ▇▇▇▇▇▇▇ their Affiliates that relates to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, relating to any Licensed Compound or Licensed Productany Product for use in the Field, or the Exploitation Manufacturing, Development or Commercialization of any of the foregoing (the “Product Information”); except to the extent (ai) the Progenics Parties’ Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇, its the Progenics Parties or their Affiliates or any of its or their respective officers, directors, employees, or agentsagents (including pursuant to disclosure as contemplated by Section 9.2(l)(i)); or (bii) such disclosure or use is expressly permitted under Section 8.4 8.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to discloseiii) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is at such time otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.48.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest Salix shall be deemed to be the disclosing Disclosing Party with respect to the Progenics Parties’ Product Information under Section 8.4 8.3 and ▇▇▇▇▇▇▇ the Progenics Parties shall be deemed to be the receiving Receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.18.1(a), to the extent the Progenics Parties’ Product Information is disclosed by ▇▇▇▇▇▇▇ the Progenics Parties to Forest Salix pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE Article 8, also constitute Confidential Information of ▇▇▇▇▇▇▇ the disclosing Progenics Party with respect to the use and disclosure of such Information data or information by Forest Salix (and ▇▇▇▇▇▇▇ the Progenics Party shall be deemed to be the disclosing Disclosing Party with respect to such Product Information under Section 8.4 8.3 and Forest Salix shall be deemed to be the receiving Receiving Party with respect thereto), but (ii) the disclosure by a Progenics Party to Salix of the Progenics Parties’ Product Information shall not cause such information to cease to be subject to the provisions of this Section 8.1(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 entiretyterminated, this Section 8.1 8.1(a) shall have no continuing force or effect with respect to the use or disclosure of such information solely in connection with the Exploitation of the Licensed Compounds or Licensed Productsinformation, but the Product Information, Information disclosed by Salix to the extent disclosed by ▇▇▇▇▇▇▇ to Forest hereunder, Progenics Parties hereunder shall continue to be Confidential Information of ▇▇▇▇▇▇▇Salix, subject to the terms of Section Sections 8.2, 8.3, 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 8.410.5, 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 8.5 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 8.108.1(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

Sources: License Agreement (Salix Pharmaceuticals LTD)

Product Information. ▇▇▇▇▇▇▇ Harpoon recognizes that by reason of, inter alia, Forestof AbbVie’s status as an exclusive licensee optionee pursuant to the grants under Section 2.13.2.3, Forest AbbVie has an interest in ▇▇▇▇▇▇▇’▇ retention in confidence Harpoon maintaining the confidentiality of certain information of ▇▇▇▇▇▇▇Harpoon. Accordingly, during following the License Option Exercise Closing Date and for the remainder of the Term, ▇▇▇▇▇▇▇ Harpoon shall, and shall cause its Affiliates and its 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 ▇▇▇▇▇▇▇’▇ Harpoon’s obligations hereunder, hereunder any Information provided owned or otherwise Controlled by Harpoon or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates specifically relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (a) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Harpoon, its Affiliates or any of its or their respective officers, directors, employees, or agents; or (b) such disclosure or use is expressly permitted under Section 8.4 9.3, or Section 8.6(c) such disclosure or use is otherwise expressly permitted by the terms of this Agreement. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to disclose) such Product Information in its other programs, including to develop and commercialize products other than the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8include [***]. For purposes of Section 8.49.3, effective as of License Option Exercise Closing Date and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to for the contraryremainder of the Term, Forest AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and ▇▇▇▇▇▇▇ Harpoon shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.19.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ Harpoon to Forest AbbVie pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE 8Article 9, also constitute Confidential Information of ▇▇▇▇▇▇▇ Harpoon with respect to the use and disclosure of such Information by Forest AbbVie, but (and ▇▇▇▇▇▇▇ ii) the disclosure by Harpoon to AbbVie of Product Information shall be deemed not cause such information to cease to be subject to the disclosing Party with respect to Product Information under Section 8.4 and Forest shall be deemed to be the receiving Party with respect thereto). In the event this Agreement is terminated in its entirety, provisions of this Section 8.1 shall have no continuing force or effect 9.1 with respect to the use or and disclosure of such information solely in connection with the Exploitation of the Licensed Compounds or Licensed Products, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ to Forest hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇, subject to the terms of Section 8.2, Section 8.4, Section 8.5 and Section 8.10by Harpoon. [***].

Appears in 1 contract

Sources: Development and Option Agreement (Harpoon Therapeutics, Inc.)

Product Information. ▇▇▇▇▇▇▇ Ablynx recognizes that by reason of, inter alia, ForestAbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.15.2, Forest AbbVie has an interest in ▇▇▇▇▇▇▇’▇ Ablynx’s retention in confidence of certain information Information of ▇▇▇▇▇▇▇Ablynx. Accordingly, during the Term, ▇▇▇▇▇▇▇ Ablynx shall, and shall cause its Affiliates and its and their respective officers, directors, 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 fulfill ▇▇▇▇▇▇▇’▇ 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 hereunder, hereunder any Information provided Controlled by Ablynx or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); except to the extent (ai) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Ablynx, its Affiliates specifically or any of its or their respective officers, directors, employees, or agents; or , (bii) such disclosure or use is expressly permitted under Section 8.4 9.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to discloseiii) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.49.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and ▇▇▇▇▇▇▇ Ablynx shall be deemed to be the receiving Party with respect thereto. For further clarification, (x) without limiting this Section 8.19.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ Ablynx to Forest AbbVie pursuant to this Agreement, such information Information shall, subject to the other terms and conditions of this ARTICLE 8Article 9, also constitute Confidential Information of ▇▇▇▇▇▇▇ Ablynx with respect to the use and disclosure of such Information by Forest Ablynx (and ▇▇▇▇▇▇▇ Ablynx shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 9.3 and Forest AbbVie shall be deemed to be the receiving Party with respect thereto), but (y) the disclosure by Ablynx to AbbVie of Product Information shall not cause such Information to cease to be subject to the provisions of this Section 9.1 with respect to the use and disclosure of such Confidential Information by Ablynx. In the event If this Agreement is terminated in its entiretyentirety or with respect to the Terminated Territory, this Section 8.1 9.1 shall have no continuing force or effect with respect to the use or disclosure of such information Information solely in connection with the Exploitation of the Licensed Compounds Compound or Licensed ProductsProduct for the benefit of the Terminated Territory, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ AbbVie to Forest Ablynx hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇AbbVie, subject to the terms of Section 8.2Sections 9.2, Section 8.49.3, Section 8.5 and Section 8.109.6 for purposes of the surviving provisions of this Agreement.

Appears in 1 contract

Sources: Exclusive License Agreement (Ablynx NV)

Product Information. ▇▇▇▇▇▇▇ Licensor recognizes that by reason of, inter alia, Forestof AbbVie’s status as an exclusive licensee pursuant to the grants under Section 2.16.1, Forest AbbVie has an interest in ▇▇▇▇▇▇▇’▇ retention in confidence Licensor maintaining the confidentiality of certain information of ▇▇▇▇▇▇▇Licensor. Accordingly, during on an Accepted Target-by-Accepted Target basis, from the applicable Target Acceptance Date and for the remainder of the Term, ▇▇▇▇▇▇▇ Licensor shall, and shall cause its Affiliates and its 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 ▇▇▇▇▇▇▇’▇ Licensor’s obligations hereunder, hereunder any Information provided owned or otherwise Controlled by Licensor or on behalf any of ▇▇▇▇▇▇▇ to Forest in connection with this Agreement, whether prior to, on or after the Effective Date, its Affiliates specifically relating to any Licensed Compound Discovery T-Cell Receptor Construct or Licensed Product, or the Exploitation of any of the foregoing (the “Product Information”); [ ] = Certain confidential information contained in this document, marked 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 (a) the Product Information is in the public domain through no fault of ▇▇▇▇▇▇▇Licensor, its Affiliates or any of its or their respective officers, directors, employees, or agents; or (b) such disclosure or use is expressly permitted under Section 8.4 10.3, or Section 8.6. Notwithstanding the foregoing, with respect to any Product Information that does not primarily relate to the Licensed Compounds, ▇▇▇▇▇▇▇ shall have the right to use (but, for clarity, not to disclosec) such Product Information in its other programs, including to develop and commercialize products other than disclosure or use is otherwise expressly permitted by the Licensed Products or compounds other than the Licensed Compounds. For clarity, any uses or disclosures permitted under terms of this Section 8.1 shall not limit ▇▇▇▇▇▇▇’▇ obligations under Section 2.8Agreement. For purposes of Section 8.410.3, and notwithstanding anything in Section 8.3.2 or Section 8.3.5 to the contrary, Forest AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 8.4 10.3 and ▇▇▇▇▇▇▇ Licensor shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 8.110.1, to the extent Product Information is disclosed by ▇▇▇▇▇▇▇ Licensor to Forest AbbVie pursuant to this Agreement, such information shall, subject to the other terms and conditions of this ARTICLE 810, also constitute Confidential Information of ▇▇▇▇▇▇▇ Licensor with respect to the use and disclosure of such Information by Forest AbbVie, but (and ▇▇▇▇▇▇▇ ii) the disclosure by Licensor to AbbVie of Product Information shall be deemed not cause such information to cease to be subject to the disclosing Party provisions of this Section 10.1 with respect to Product the use and disclosure of such Confidential Information under Section 8.4 and Forest shall be deemed to be the receiving Party with respect thereto)by Licensor. In the event this Agreement is terminated in its entiretyentirety or with respect to the Terminated Territory or Terminated Target, this Section 8.1 10.1 shall have no continuing force or effect with respect to the use or disclosure of such information solely in connection with the Exploitation of the Licensed Compounds Discovery T-Cell Receptor Construct or Licensed ProductsProduct for the benefit of the Terminated Territory or Terminated Target, as applicable, but the Product Information, to the extent disclosed by ▇▇▇▇▇▇▇ AbbVie to Forest Licensor hereunder, shall continue to be Confidential Information of ▇▇▇▇▇▇▇AbbVie, subject to the terms of Section 8.2Sections 10.2, Section 8.410.3, Section 8.5 and Section 8.1010.6 for purposes of the surviving provisions of this Agreement.

Appears in 1 contract

Sources: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)