Use; Disclosure. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under the Agreement. In addition, the Receiving Party will not reproduce Confidential Information disclosed by the Disclosing Party, in any form, except as required to accomplish the Receiving Party’s obligations under the Agreement. The Receiving Party may disclose Confidential Information to the extent compelled to do so pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by applicable law, the Receiving Party provides to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure, or if prior notice is not permitted by applicable law, prompt notice of such disclosure; and provided further that the Receiving Party must limit the scope of Confidential Information that is disclosed to only that which is required to be disclosed by the applicable order or proceeding.
Use; Disclosure. During this the Term and for a period of two (2) years thereafter, each party shall use no less than reasonable care to protect the confidentiality of the other party’s Confidential Information. Neither party may disclose the other party’s Confidential Information to any third party, except as may be required: (1) to implement, perform and enforce the terms of this Agreement; (2) by applicable law; or (3) under appropriate nondisclosure terms to auditors, accounting, financial and legal advisers, or to an existing or potential investor, acquiring company, bank or other financial institution in connection with a merger, acquisition, financing, loan or similar corporate transaction. In no event may the Confidential Information of disclosing party be disclosed to its competitor. The parties acknowledge that they may have in development similar solutions and that nothing in this Agreement is intended to prevent either party from independently developing, offering, supporting and providing similar solutions, provided it is done without use of or reference to the other party’s Confidential Information.
Use; Disclosure. The parties agree that LIS will disclose proprietary information to the Client only to the extent that such information is necessary to conduct the Services. With respect to any proprietary information disclosed by LIS to the Client in the course of or in connection with this Agreement, the Client will not use, copy, reveal, report, publish, transfer or otherwise disclose such information to any person, company or other entity, without the prior written consent of LIS, and the proprietary information will not be utilized for the detriment or intended detriment of the supplier of the information including the solicitation of any of that party’s Clients, leads or employees. Upon expiration or earlier termination of this Agreement, the Client will return to LIS all proprietary information in its possession. The parties acknowledge that no license is created by the use of the proprietary information.
Use; Disclosure. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this ESMA. In addition, the Receiving Party will not reproduce Confidential Information disclosed by the Disclosing Party, in any form, except as required to accomplish the Receiving Party’s obligations under this ESMA. The Receiving Party may disclose Confidential Information to the extent compelled to do so pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by applicable law, the Receiving Party provides to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure, or if prior notice is not permitted by applicable law, prompt notice of such disclosure; and provided further that the Receiving Party must limit the scope of Confidential Information that is disclosed to only that which is required to be disclosed by the applicable order or proceeding.
Use; Disclosure. (a) Astellas will only use and disclose Data to Third Parties as required to [***] including without limitation [***] in each case for commercialization of Products inside the Territory and NGX gives Astellas the right to [***], and as may be necessary in performing its obligations and exercising its rights under this Agreement, i.e. [***] in each case solely to the extent necessary for development and commercialization of Products in Territory; or as may otherwise be agreed by NGX and Astellas. Astellas may not use any Data (or permit any Third Party to use Data) outside the Territory, or outside the Field or for any products other than the Products, except for the assessment and validation of the Data by Affiliates or Third Party consultants outside the Territory but solely for purposes of [***]. NGX may not use any Data (or permit any Third Party to use Data) inside the Territory (except as required to fulfill any development obligations it may have under a development plan agreed with Astellas pursuant to Sections 7.1.1, 2.3.6, 2.3.10 or 2.3.14), or outside the Field or for any products other than the Products, except for the [***] but solely for purposes of developing or commercializing Products outside the Territory. Notwithstanding anything to the contrary in this Section 7.2.1(a) or Section 7.2.1(b) below, [***] shall be subject to the requirements set forth therein. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Use; Disclosure. Receiving Party shall use the Confidential Information solely for the Purpose defined above. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to using it in connection with the development or commercialization of any process or product, or using it in connection with any submission to any governmental agency, including any patent office or regulatory authority, or the like, without the express written permission of Disclosing Party. Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a “need to know” basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliates shall be advised of the confidential nature of the information received and that all such employees, independent contractors, advisors, Affiliates shall be bound in writing by obligations no less stringent than the terms set forth in this Agreement. Receiving Party agrees to notify Disclosing Party immediately in writing upon any loss, misuse, misappropriation, or other unauthorized disclosure of the Confidential Information of Disclosing Party that may come to Receiving Party’s attention.
Use; Disclosure. Licensee may use and disclose Angionetics Know-How to its Affiliates or Third Parties as required to obtain Marketing Approval for Products in the Territory and/or as necessary in performing its obligations and exercising its rights under and in accordance with this Agreement, in each case under confidentiality restrictions at least as protective of such information as the provisions of this Agreement, including for cross referencing drug master files or other regulatory filings by Licensee, its Affiliates and/or sublicensees. Angionetics may only use, and disclose to Affiliates and/or Third Parties, Licensee Data provided by Licensee as is reasonably necessary for developing, manufacturing and/or commercializing Product for use outside of the Territory; provided that such disclosure shall be made under confidentiality restrictions at least as protective of such information as the provisions of this Agreement.
Use; Disclosure. Recipient may only use or disclose Confidential Information in order to exercise its rights or perform its obligations under this Agreement, applicable law, or by order of a court of competent jurisdiction. Recipient shall not reverse engineer, decompile, or disassemble Confidential Information. Recipient shall not disclose Confidential Information to any third party except to Recipient’s employees, contractors, suppliers, agents, attorneys, accountants, professional advisors, or representatives who need to know the information and who are bound by written non-disclosure obligations at least as stringent as those stated in this Agreement, and Recipient shall remain responsible to the Disclosing Party for all treatment of Confidential Information by such third parties. To the extent allowed, Recipient shall notify the Disclosing Party of any legally imposed obligation to disclose Confidential Information and shall cooperate with any reasonable attempt by the Disclosing Party to limit such disclosure.
Use; Disclosure. We will not use or disclose any of Your Data without Your express written consent, except for the following purposes: (a) to provide Cloud Services; (b) to provide Technical Support Services; (c) to, without an obligation to do so, monitor the network to ensure compliance with this Agreement; and (d) as required by Law, including order of the court, arbitration panel, or other judicial or administrative body, and at Your sole cost (e.g., a discovery subpoena). You agree we may use information obtained from provided Services to prepare statistical analysis, marketing forecasts, and other business and financial compilations, so long as such information is not identifiable to You.
Use; Disclosure. Each party agrees to use the Confidential Information disclosed to it solely for evaluation of the Potential Business Arrangement with the other, and without the written consent of the other, agrees not to disclose such Confidential Information to any other person or entity other than those of its employees, consultants, contractors or agents and those of its affiliates who must have access to such Confidential Information for evaluation purposes (collectively, “Permitted Recipients”). All Permitted Recipients shall be bound to maintain such Confidential Information in confidence and each party will take such reasonable steps to require its Permitted Recipients to preserve such trust and confidence. Each party shall be responsible for any breach of this Agreement by its Permitted Recipients.
