Duty of Confidence. Subject to the other provisions of this Article 11: (a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection as such Receiving Party maintains its own confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party to its and its Affiliates’ employees, directors, agents, contractors (to the extent permitted hereunder), consultants and advisers of the Receiving Party, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations); provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 2 contracts
Sources: License and Collaboration Agreement (Syros Pharmaceuticals, Inc.), License and Collaboration Agreement (Global Blood Therapeutics, Inc.)
Duty of Confidence. Subject to the other provisions of this Article 11:12 (Confidentiality; Publication):
(a) all Confidential Information of disclosed by a Party or its Affiliates (collectively, the “Disclosing Party”) or its Affiliates under this Agreement shall will be maintained in confidence and otherwise safeguarded by the other recipient Party (the “Receiving Party”) and its Affiliates, in Affiliates using at least the same manner and with standard of care as the same protection as such Receiving Party maintains uses to protect its own confidential informationproprietary or Confidential Information (but in no event less than reasonable care);
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing Party to its only to: (i) the Receiving Party’s Affiliates; and its Affiliates’ (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided provided, that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality confidentiality, and not to make any unauthorized use, of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this AgreementArticle 12 (Confidentiality; Publication).
Appears in 2 contracts
Sources: License and Co Development Agreement (BioNTech SE), License and Co Development Agreement (BioNTech SE)
Duty of Confidence. Subject to the other provisions of this Article 116:
(a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the other recipient Party (the “Receiving Party”) and its Affiliates), in the same manner and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees and sublicensees; and (ii) employees, directors, LLC members, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, licensees and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 2 contracts
Sources: Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc)
Duty of Confidence. Subject to the other provisions of this Article 1110:
(a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but in any event no less than reasonable efforts;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party to its and to: (i) its Affiliates’ , licensees, sublicensees and permitted assignees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates, licensees, sublicensees and permitted assignees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 1 contract
Sources: Option and License Agreement (Sana Biotechnology, Inc.)
Duty of Confidence. Subject to the other provisions of this Article 11:
(a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 1 contract
Sources: License and Collaboration Agreement (Cytokinetics Inc)
Duty of Confidence. Subject to the other provisions of this Article 119:
(a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Commercially Reasonable Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 1 contract
Sources: License and Collaboration Agreement (Newlink Genetics Corp)
Duty of Confidence. Subject to the other provisions of this Article 1112:
(a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 1 contract
Sources: License and Collaboration Agreement (Cytokinetics Inc)
Duty of Confidence. Subject to the other provisions of this Article 1113:
(a) all Confidential Information of a Party or its Affiliates (collectively, the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the other Party (the “Receiving Party”) and its Affiliates, using Diligent Efforts, but in any event no less than in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information;
(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its license, ownership, retained or other rights under this Agreement; and
(c) the Receiving Party may disclose Confidential Information of the Disclosing other Party to to: (i) its Affiliates and its Affiliates’ sublicensees; and (ii) officers, employees, directors, agents, contractors (to the extent permitted hereunder)contractors, consultants and advisers of the Receiving PartyParty and its Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement (including exercising rights and fulfilling obligations)Agreement; provided that such Persons are bound by a written contract, a fiduciary duty or an ethical obligation of an attorney legally enforceable obligations to maintain the confidentiality of such Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.
Appears in 1 contract
Sources: License and Collaboration Agreement (Cytokinetics Inc)