UTMDACC and LICENSEE each agree that all information contained in documents marked "confidential" and forwarded to one by the other (i) are to be received in strict confidence, (ii) used only for the purposes of this AGREEMENT, and (iii) not disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the other party, except to the extent that the recipient party can establish competent written proof that such information:
(a) was in the public domain at the time of disclosure; or
(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or
(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or
(d) was already known by the recipient party at the time of disclosure; or
(e) was independently developed by the recipient without use of the other party's confidential information; or
(f) is required by law or regulation to be disclosed.
UTMDACC and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information:
(a) was in the public domain at the time of disclosure; or
(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or
(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or
(d) was already known by the recipient party at the time of disclosure; or
(e) was independently developed by the recipient party without use of the disclosing party’s confidential information. In the event that the recipient party is required to disclose the disclosing party’s confidential information under operation of applicable law, regulation (including any regulations promulgated by the U.S. Securities Exchange Commission and any other securities exchanges), or order of a court or governmental administrative body having competent jurisdiction, the receiving party shall, to the extent practicable, provide the disclosing party reasonable notice of such potential disclosure so that that the disclosing party may seek a protective order or other appropriate protection or legal relief to prevent or limit such disclosure. If, in the absence of, or pursuant to the terms of, such protection or legal relief, the receiving party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of the disclosing party’s confidential information, the disclosure shall be limited to only that portion of the disclosing party’s confidential information that is required to be disclosed.
UTMDACC and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that such information:
(a) was in the public domain at the time of disclosure; or
(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or
(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or
(d) was already known by the recipient party at the time of disclosure, as demonstrated by competent written proof (such as contemporaneous records); or
(e) was independently developed by the recipient party without use of the disclosing party’s confidential information, as demonstrated by competent written proof (such as contemporaneous records); or
(f) is required by law or regulation to be disclosed. Notwithstanding the foregoing, LICENSEE may disclose any LICENSED SUBJECT MATTER comprising the confidential information of UTMDACC to third parties pursuant to a commercially reasonable confidentiality agreement, or otherwise in connection with the exercise of its license rights under this AGREEMENT.
UTMDACC. (including its Affiliates) is not a party to this License Agreement and has no liability to any LICENSEE, sublicensee, or user of anything covered by this Agreement, but UTMDACC is an intended third-party beneficiary of this Agreement and certain of its provisions are for the benefit of UTMDACC and are enforceable by UTMDACC in its own name.
UTMDACC. LICENSEE, and any AFFILIATE(s) to whom this AGREEMENT is extended in accordance with Section 3.2, each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents (which include counsel, consultants, accountants and financial advisors) or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information:
(a) was in the public domain at the time of disclosure; or
(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or
(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or
(d) was already known by the recipient party at the time of disclosure; or
(e) was independently developed by the recipient party without use of the disclosing party’s confidential information; or
(f) is required by law or regulation to be disclosed.
UTMDACC reserves the right to publish the general scientific findings from research related to LICENSED SUBJECT MATTER, with due regard to the protection of LICENSEE’s confidential information. UTMDACC will submit the manuscript of any proposed publication to LICENSEE at least thirty (30) calendar days before submission for publication, and LICENSEE shall have the right to review and comment upon the publication in order to protect LICENSEE’s confidential information. Upon LICENSEE’s request, submission shall be delayed up to sixty (60) additional calendar days to enable LICENSEE to secure adequate intellectual property protection of LICENSEE’s confidential information that would otherwise be affected by the publication.
UTMDACC and LICENSEE each agree that Confidential Information of the other party, as defined below in this Section 11.1, which is disclosed to it by the other party pursuant to this AGREEMENT: (i) shall be received in strict confidence, (ii) shall be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law, court order or regulation), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information:
(a) was in the public domain at the time of disclosure; or
(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or
(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or
(d) was already known by the recipient party at the time of disclosure; or
(e) was independently developed by the recipient party without use of the disclosing party’s Confidential Information; or
(f) is required by law, court order or regulation to be disclosed, provided that such party shall promptly notify the other party of such requirement and provide the other party an opportunity to challenge or limit the disclosure requirement and to seek confidential treatment or protection order, and that the Confidential Information so disclosed shall remain otherwise subject to the confidentiality and non-use obligations set forth above in this Section 11.1.
UTMDACC shall promptly disclose any IMPROVEMENTS to LICENSEE. LICENSEE shall have ninety (90) days from the date of such disclosure to notify UTMDACC in writing whether LICENSEE desires to include such IMPROVEMENTS under this AGREEMENT. If LICENSEE desires to include a disclosed IMPROVEMENT in this AGREEMENT, the parties shall enter into an amendment to this AGREEMENT adding BOARD’s rights in such IMPROVEMENT to Exhibit I, giving LICENSEE a license to such IMPROVEMENT in the LICENSED FIELD. LICENSEE will reimburse UTMDACC for all documented legal and filing fees incurred by UTMDACC relating to any IMPROVEMENT added to this AGREEMENT. If LICENSEE does not send written notice to UTMDACC of its desire to add the IMPROVEMENT to the AGREEMENT prior to expiration of the ninety (90) day period, then thereafter UTMDACC shall have the right to freely license the IMPROVEMENT to third parties, with no further obligation or consideration due to LICENSEE. In the event an IMPROVEMENT is added to the AGREEMENT pursuant to this Section 3.6, the term “EFFECTIVE DATE” as used in Section 2.16 for purposes of defining the TECHNOLOGY RIGHTS related to such IMPROVEMENT shall be deemed to be the effective date of the amendment adding such IMPROVEMENT to this AGREEMENT.
UTMDACC as an agency of the State of Texas and a member institution of The University of Texas System, is subject to the constitution and laws of the State of Texas and, under the constitution and laws of the State of Texas, possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted under the constitution and laws of the State of Texas. Notwithstanding any other provision to the contrary, nothing in this Agreement is intended to be, nor shall it be construed to be, a waiver of the sovereign immunity of the State of Texas or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the generality or specificity of any provision of this Agreement, the provisions of this Agreement as they pertain to UTMDACC are enforceable only to the extent authorized by the constitution and laws of the State of Texas. No Party to this Agreement will be required to perform any act or to refrain from any act that would violate any APPLICABLE LAW, including the constitution and laws of the State of Texas.
UTMDACC. The University of Texas M. D. Xxxxxxxx Cancer Center Office of Technology Commercialization, Xxxx 0000 XX Xxx 000000 Xxxxxxx, Xxxxx 77230-1407 ATTENTION: Ferran Xxxx, X.X., Ph.D. Fax No.: [***] With a copy to with copies (which copies shall not constitute notice): The University of Texas M. D. Xxxxxxxx Cancer Center Legal Services—Xxxx 0000 XX Xxx 000000 Xxxxxxx, Xxxxx 77230-1407 Attn: Chief Legal Officer Fax No.: [***] ZIOPHARM Oncology, Inc. 0 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, #34 Navy Yard Plaza Boston, MA 02129 Attention: Xxx Xxxxxxxx, General Counsel Email: [***] Fax No.: [***] With a copy to with copies (which copies shall not constitute notice): Xxxxxx LLP 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxx Xxxxx Email: [***] Fax No.: [***] All notices will be effective and will be deemed delivered (i) if by personal delivery or delivery service, on the date of delivery, (ii) if by electronic facsimile communication, on the date of transmission of the communication; and (iii) if by mail, three (3) days after deposit in the mail. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.
