Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates to the other Party will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information, but no less than a reasonable standard of care. A recipient Party may disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. All Confidential The Parties acknowledge and agree that the Licensed IP and Manufacturing Technology will be deemed to be the confidential and proprietary information of the Purchaser on and after the Effective Date and shall be deemed to be Information disclosed or made available by a Party or its Affiliates of Purchaser for purposes of this Clause 17. Subject to the other Party provisions of this Clause 17, all Information will be maintained by the Parties in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Each Party may only use the Confidential Information of the other Party and its Affiliates strictly for the purposes of this License Agreement and pursuant to the rights granted to the recipient and obligations of such Party under this License Agreement. Each Subject to the other provisions of this Clause 17, each Party shall hold as confidential such Confidential Information of the other Party and or its Affiliates (in the case of Novartis, where Affiliates of Novartis disclose information) in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Clause 17, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient such Party and in the case of Novartis, Novartis may also disclose to its Affiliates and their employees, agents and contractors, and in the case of the Questcor Parties, the Questcor Parties may also disclose to its authorized sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this License Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this License Agreement. Notwithstanding anything to the contrary, however, the Parties acknowledge and agree that certain Licensed IP and Manufacturing Technology have been licensed to a Third Party for use outside the Territory prior to the Effective Date. Novartis’ disclosure and/or use of Novartis’ Information and the Licensed IP and Manufacturing Technology pursuant to the terms of written agreements entered into prior to the date hereof with such Third Party shall not be a breach or violation of the terms of this Clause 17.

Duty of Confidence. All (a) Subject to the other provisions of this Article 12, all Confidential Information disclosed or made available by a Party or its Affiliates to the other Party will under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party. For clarificationParty and, all Intellikine Intellectual Property as the Party shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2cause, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the such Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Subject to the other provisions of this Article 12, the recipient Party and its Affiliates shall hold as confidential such Confidential Information of the other Party and or its Affiliates in the same manner and with the same protection as such the recipient Party maintains its own confidential information, but in any event with no less than reasonable protections which are customary in the biopharmaceutical industry. Subject to the other provisions of this Article 12 and Article 14, a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and to its Affiliates to and licensees or sublicensees and their respective employees, directors, agents, contractors, consultants consultants, and advisers of the recipient Party and its Affiliates and sublicensees advisers, in each case, solely to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this AgreementAgreement and, in the case of Novartis, in connection with the Development, Manufacture, or Commercialization of the Product outside the Territory; provided provided, that any such persons and entities are Persons is bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates to the other Party will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything information regarding Joint Patents shall be deemed to be the contrary in Section 12.2Confidential Information of both Parties, Intellikine with both Parties deemed to be recipient Parties and its Affiliates may not rely on Sections 12.2(bdisclosing Parties; (b) or (d) Joint Know-How shall be the Confidential Information of both Parties, with respect both Parties deemed to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a)be recipient Parties and disclosing Parties; and (bc) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information, but no less than a reasonable standard of care. A recipient Party may disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. All Confidential The Parties acknowledge and agree that the Licensed IP and Manufacturing Technology will be deemed to be the confidential and proprietary information of the Purchaser on and after the Effective Date and shall be deemed to be Information disclosed or made available by a Party or its Affiliates of Purchaser for purposes of this Clause 19. Subject to the other Party provisions of this Clause 19, all Information will be maintained by the Parties in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Each Party may only use the Confidential Information of the other Party and its Affiliates strictly for the purposes of this Agreement and pursuant to the rights granted to the recipient and obligations of such Party under this Agreement. Each Subject to the other provisions of this Clause 19, each Party shall hold as confidential such Confidential Information of the other Party and or its Affiliates (in the case of Novartis, where Affiliates of Novartis disclose information) in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Clause 19, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient such Party and in the case of Novartis, Novartis may also disclose to its Affiliates and their employees, agents and contractors, and in the case of the Questcor Parties, the Questcor Parties may also disclose to its authorized sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. Notwithstanding anything to the contrary, however, the Parties acknowledge and agree that certain Licensed IP and Manufacturing Technology have been licensed to a Third Party for use outside the Territory prior to the Signature Date. Novartis’ disclosure and/or use of Novartis’ Information and the Licensed IP and Manufacturing Technology pursuant to the terms of written agreements entered into prior to the date hereof with such Third Party shall not be a breach or violation of the terms of this Clause 19.