Confidentiality Publication. (a) Background Intellectual Property and Project Intellectual Property of a party, as well as other proprietary or confidential information of a party, disclosed by that party to the other in connection with this STTR project shall be received and held in confidence by the receiving party and, except with the consent of the disclosing party or as permitted under this Agreement, neither used by the receiving party nor disclosed by the receiving party to others, provided that the receiving party has notice that such information is regarded by the disclosing party as proprietary or confidential. However, these confidentiality obligations shall not apply to use or disclosure by the receiving party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving party from a source reasonably believed to be independent of the disclosing party or is developed by or for the receiving party independently of its disclosure by the disclosing party.
(b) Subject to the terms of paragraph (a) above, either party may publish its results from this STTR project. However, the publishing party shall provide the other party a thirty-day period in which to review proposed publications, identify proprietary or confidential information, and submit comments. The publishing party shall not publish or otherwise disclose proprietary or confidential information identified by the other party and the publishing party will give full consideration to all comments before publication. Furthermore, upon request of the reviewing party, publication will be deferred for up to _____ additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.
Confidentiality Publication. 7.1 With respect to all Confidential Information, each Party agrees as follows:
a. each Party shall treat as confidential, not disclose to Third Parties and preserve the confidentiality of all Confidential Information of the other Party [***];
b. each Party (“receiving Party”) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited to the disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party may: (i) disclose Confidential Information of the other Party in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Confidentiality Publication. 32 10.1 Confidentiality...............................................................................32 10.2 Exceptions....................................................................................33 10.3
Confidentiality Publication. 17 10.1 Confidentiality.................................................17
Confidentiality Publication. Section 28.01. Except as may be required by law or as may be necessary to effectuate the contemplated transaction or except as set forth below, each of the Contributors, the REIT and the Partnership, individually and on behalf of their representatives, agree that they and their respective representatives shall hold both the terms and conditions of this Agreement and its existence as confidential information and will not disclose such terms, conditions or existence or the fact that the negotiations are taking place, to any third party without the other's consent; provided, however, that the parties hereto may share such information with their advisors and prospective lenders or investors (it being understood that any such party shall send an advance copy of any announcement to the other parties) and that ROP may share any such information with Matrix. This Section shall constitute a binding and enforceable agreement under applicable law.
Confidentiality Publication. Licensee shall ensure that its employees and those of its Affiliates and Sub-licensees who have access to any Technical Information of Licensor agree in writing to be bound by appropriate confidentiality and non-use obligations which are no less stringent than those imposed on Licensee hereunder.
Confidentiality Publication. 4.1 Except as otherwise required by law or court order, during the validity of this Agreement and for a period of five (5) years thereafter, XX. XXXXXXXXX shall keep in strict confidence all scientific, business and other information received from CLEMENTIA or obtained or elaborated in connection with XX. XXXXXXXXX’x consultant services under this Agreement (“Confidential Information”). XX. XXXXXXXXX will take all reasonable steps to maintain the confidentiality of the Confidential Information, will not, without the prior written consent of CLEMENTIA, disclose the Confidential Information to any third party nor use the Confidential Information for any purpose other than rendering the services hereunder in accordance with the provisions hereof to the benefit of CLEMENTIA, provided that XX. XXXXXXXXX will not have any obligation to CLEMENTIA with respect to information which:
a) is general public knowledge or becomes general public knowledge through no fault of XX. XXXXXXXXX;
Confidentiality Publication. (a) Background Intellectual Property of a Party and other proprietary or confidential information of a Party disclosed by that Party to the other in connection with the Project shall be received and held in confidence by the receiving Party and, except with the consent of the disclosing Party or as permitted under a future agreement between the Parties, shall neither be used by the receiving Party nor disclosed by the receiving Party to others. These confidentiality obligations shall not apply to use or disclosure of information by the receiving Party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving Party from a source reasonably believed to be independent of the disclosing Party or is developed by or for the receiving Party independently of its disclosure by the disclosing Party. Notwithstanding the foregoing, Project Intellectual Property shall be deemed confidential information of UAS that is disclosed by UAS to COMPANYABC in connection with the Project.
(b) The Parties agree that researchers engaged in the Project on behalf of UAS and/or COMPANYABC will be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the Project, provided, however, that both Parties shall have been furnished copies of any proposed publication or presentation at least thirty (30) calendar days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party.
(c) Each Party shall have thirty (30) calendar days after receipt of said copies to notify the other that the proposed publication or presentation contains the notifying Party’s proprietary or confidential information. The other Party’s researcher(s) shall not, after receipt of such notification, have the right to proceed with planned publication or presentation without first removing the proprietary or confidential information of the notifying Party that was identified in such notification.
Confidentiality Publication. 31.1 The Parties hereto shall keep the content of this Agreement confidential except for reporting and disclosure requirements under statutory law, including reporting and disclosure requirements under the United States securities laws.
31.2 None of the Parties hereto will issue a press release on the transaction without the prior written consent of the other Party except as may be required by the reporting and disclosure requirements under the United States securities laws.
31.3 From and after the Closing, neither Seller nor any of its Affiliates or representatives shall use or disclose any non-public or proprietary information including any such information included in the Intellectual Property, exclusively relating to the BASF Pharmaceutical Business except to perform their obligations pursuant to this Agreement or the Intercompany Agreements. This Section 25.11 shall not apply to any such information that (i) through no fault of Seller becomes generally known in the relevant industry, or (ii) is received after the Closing from a third party free of any limitations on its use or disclosure. Seller may make any legally required disclosure of the such information, but Seller shall use its best efforts to notify Purchaser before making any such disclosure, and at Purchaser's expense to limit the amount of such information so disclosed and to protect its confidentiality to the extent reasonably practicable. Upon request by Purchaser, Seller shall permit Purchaser to have access to, with an opportunity to make copies of, such information and to deliver all of such information to Purchaser. - - - - - - - - - - - - - *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. IX. MERGER CONTROL, RIGHT OF WITHDRAWAL
Confidentiality Publication. Background Intellectual Property of a Party and other proprietary or confidential information of a Party disclosed by that Party to the other in connection with the Project will be held in confidence by the receiving Party and, except with the consent of the disclosing Party or as permitted under a future agreement between the Parties, will neither be used by the receiving Party nor disclosed by the receiving Party to others. These confidentiality obligations will not apply to use or disclosure of information by the receiving Party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving Party in a lawful manner from a source, that, to the best of the receiving Party’s knowledge, is independent of the disclosing Party or is developed by or for the receiving Party independently of its disclosure by the disclosing Party without use or reference to the confidential information. Notwithstanding the foregoing, UNH Project Intellectual Property that is disclosed by UNH to COMPANY in connection with the Project will be deemed confidential information of UNH. COMPANY Project Intellectual Property that is disclosed by COMPANY to UNH in connection with the Project will be deemed confidential information of COMPANY. Joint Project Intellectual Property will be deemed confidential information of each Party until published in accordance with Section 5(c) below or until the publication of a patent application covering such Joint Project Intellectual Property that was filed in accordance with Article 4 above, whichever comes first. The Parties acknowledge and agree that researchers engaged in the Project on behalf of UNH and/or COMPANY will be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the Project, provided, however, that both Parties will have been furnished copies of any proposed publication or presentation (each a “Proposed Publication”) at least thirty (30) calendar days in advance of the submission of such Proposed Publication to a journal, editor, or other third party. Each Party (a “Reviewing Party”) will have seven (7) calendar days after receipt of said Proposed Publication (the “Review Period”) to notify the other Party (a “Publishing Party”) that the Proposed Publication contains the Reviewing Party’s proprietary or confidential information or ...
