Common use of Confidentiality and Publication Clause in Contracts

Confidentiality and Publication. During the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the other Party of such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.

Confidentiality and Publication. During [CONSIDER IF BOTH CAN PUBLISH] Subject to the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose remaining provisions of this Section 13clause 7, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use each Party will treat all Confidential Information of the other party only Party as confidential and will not, without the consent of the other Party disclose or permit the same either to the extent required be disclosed to accomplish the purposes of third parties or to be used, except solely as contemplated by this Agreement. Each receiving party will Party must use at least all reasonable endeavours to ensure that: its Representatives comply with the obligations of confidentiality imposed upon it under this clause 7 as if those Representatives were bound in the same standard way; and the sites referred to in Appendix A observe the obligations of care confidentiality in this clause 3 as if they were bound in the same way as each Party. [use if applicable] Each Party must advise the other Party as soon as practicably possible of any breach of any confidentiality obligations under this Agreement of which it uses becomes aware. A Party may disclose Confidential Information if required to protect proprietary do so by law or confidential information to its professional advisers, subject to the relevant adviser entering into an appropriate confidentiality undertaking. A Party may publish the Research Results, subject to it complying with the following: [amend if only one party has right to publish] prior to any publication, the Party must provide the other Party with full details of the Research Results it proposes to publish and the nature of the publication; and the other Party must notify the first Party whether permission to publish has been granted or refused within 30 days of the request; and if the other Party fails to notify the first Party of its own decision within the said 30 days, then first Party may publish the relevant Research Results. the other Party may only refuse a request to ensure that its employeespublish if, agentsin the other Party’s reasonable opinion, consultants and other representatives do not disclose the publication is likely to jeopardise: the protection of Research Results under any statute of monopoly; or make any unauthorized use the successful commercialisation of the Research Results by the Party with such rights, or the other party's Party’s Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known and any delay requested by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered other Party must not exceed 18 months. Each Party’s obligations under this clause 7 shall survive termination or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms expiration of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the other Party of such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.

Confidentiality and Publication. During [CONSIDER IF BOTH CAN PUBLISH] Each Party must ensure that its staff are made aware and comply with the Collaboration Term provisions of section 141 of Health Services Xxx 0000 (Vic) and for [...***...] years thereaftersection 346 of the Mental Health Act 2014 (Vic) which relates to the unlawful disclosure of patient information. Each Party must comply with all Commonwealth, State and Territory privacy, health records or similar legislation and regulations, including but not limited to the receiving party Privacy and Data Protection Xxx 0000 (Vic) and the Health Records Xxx 0000 (Vic); Each Party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by provide the other party through with all information necessary to enable a Party to discharge its obligations under the end Freedom of Information Xxx 0000 (Vic) in relation to matters relating to this; and Each Party must comply with any request which one Party may make in writing to the Collaboration Term (collectivelyother, "Confidential Information")from time to time, which may be reasonably required to ensure that the Party complies with its obligations arising under any Commonwealth, State or Territory privacy, health records or similar legislation or regulations. For Subject to the purpose remaining provisions of this Section 13clause 7, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use each Party will treat all Confidential Information of the other party only Party as confidential and will not, without the consent of the other Party disclose or permit the same either to the extent required be disclosed to accomplish the purposes of third parties or to be used, except solely as contemplated by this Agreement. Each receiving party will Party must use at least all reasonable endeavours to ensure that: its Representatives comply with the obligations of confidentiality imposed upon it under this clause 7 as if those Representatives were bound in the same standard way; and the sites referred to in Appendix A observe the obligations of care confidentiality in this clause 7 as if they were bound in the same way as each Party. [use if applicable] Each Party must advise the other Party as soon as practicably possible of any breach of any confidentiality obligations under this Agreement of which it uses becomes aware. A Party may disclose Confidential Information if required to protect proprietary do so by law or confidential information to its professional advisers, subject to the relevant adviser entering into an appropriate confidentiality undertaking. A Party may publish the Research Results, subject to it complying with the following: [amend if only one party has right to publish] prior to any publication, the Party must provide the other Party with full details of the Research Results it proposes to publish and the nature of the publication; and the other Party must notify the first Party whether permission to publish has been granted or refused within 30 days of the request; and if the other Party fails to notify the first Party of its own decision within the said 30 days, then first Party may publish the relevant Research Results. the other Party may only refuse a request to ensure that its employeespublish if, agentsin the other Party’s reasonable opinion, consultants and other representatives do not disclose the publication is likely to jeopardise: the protection of Research Results under any statute of monopoly; or make any unauthorized use the successful commercialisation of the Research Results by the Party with such rights, or the other party's Party’s Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known and any delay requested by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered other Party must not exceed 18 months. Each Party’s obligations under this clause 7 shall survive termination or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms expiration of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the other Party of such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.

Confidentiality and Publication. During the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants ***Confidential Treatment Requested and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall shall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the other Party of such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.