EXCHANGE OF INFORMATION AND CONFIDENTIALITY. ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY.
8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon.
8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT.
8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to b...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement.
6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure.
6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is bound by written obligations of confidentiality and non-use (i) at least as restrictive as those set forth in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations.
6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof:
(a) information which at the time of disclosure is in the public domain; or
(b) information which, after its disclosure, becomes part of the public domain by publicatio...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 During the Term and for [***] years thereafter (and notwithstanding any termination or expiration of this Agreement), TPTX and Eisai shall not use or reveal or disclose to third parties any confidential information received from the other Party or otherwise developed by the other Party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other Party. For clarification, Joint Inventions *** Confidential Treatment Requested shall be considered confidential information of both Parties. Notwithstanding the above, the Party to whom confidential information was disclosed (the “Recipient”) shall not be in violation of this Agreement with regard to disclosure of information that Recipient can evidence by competent written proof: (a) is or becomes part of the public domain subsequent to the time it was communicated to the Recipient by the other Party through no fault of the Recipient, (b) is already in Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient, (c) is disclosed to the Recipient by a third party having the right to do so, which third party did not obtain the same, directly or indirectly, from the other Party, or (d) is in response to a valid order by a court or other governmental body (but solely to the extent of and pursuant to such order), provided that the Recipient provides the other Party with prior written notice of such disclosure pursuant to Section 7.1(d) in order to permit the other Party to seek confidential treatment of such information. The Parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted.
7.2 Nothing herein shall be construed as preventing either Party from disclosing any information received from the other Party to its employees, consultants, agents and Affiliates, provided that such employees, consultants, agents and Affiliates have undertaken a similar obligation of confidentiality with respect to the confidential information.
7.3 No public announcement or other disclosure to any third party concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any Party to this Agreement, except as required by applicable law, rule or regulation, without first obtaining the approval of the other Party and agreement upon the nature and texts of such announcement or disclosure. The Par...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. The competition authority of a Party, upon request of the competition authority of the other Party, shall endeavor to provide non-confidential information to facilitate effective enforcement of their respective competition legislation, provided that it does not affect any ongoing investigation and is compatible with the legislation of each Party.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. Article VII of the Separation and Distribution Agreement is incorporated herein by this reference.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 1. With a view to facilitating the effective application of their competition laws in order to eliminate the negative effects of anti-competitive business conduct relating to goods and services, the Parties are encouraged to exchange information.
2. All exchange of information shall be subject to the rules and standards of confidentiality applicable in the territory of each Party. No Party shall be required to provide information when this is contrary to its laws regarding disclosure of information. Each Party shall maintain the confidentiality of any information provided to it according to the limitations that the submitting Party requests for the use of such information. Where the laws of a Party so provide, confidential information may be provided to their respective courts of justice.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. With a view to facilitating the effective application of their respective competition laws, the competition authorities may exchange non-confidential information.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 1. Neither Party shall use or disclose information provided pursuant to this Chapter except for the purpose of discharging the functions of its customs administration in accordance with its customs laws, or otherwise with the consent of the providing customs administration.
2. Each Party may limit the information it communicates to the other Party when the other Party is unable to give the assurance requested by the former Party with respect to the maintenance of confidentiality or the limitations of purposes for which the information will be used.
3. If a Party that requests information would be unable to comply with a similar request in case such a request were made by the other Party, the requesting Party shall draw attention to that fact in its request. Responding to such a request shall be at the discretion of the other Party.
4. Information provided by the customs administration of a Party to the customs administration of the other Party pursuant to this Chapter shall not be used by the other Party in criminal proceedings carried out by a court or a judge, unless the other Party has obtained prior written consent of the customs administration which provided the information.
5. Nothing in paragraph 4 shall prevent a Party from submitting a request for such information to the other Party through diplomatic channels or other channels established in accordance with the domestic laws and regulations of the other Party.
6. This Article shall not preclude the use or disclosure of information provided pursuant to this Chapter to the extent such use or disclosure is required by the domestic laws and regulations of the Party of the customs administration receiving the information. Such customs administration shall, wherever possible, give advance notice of any such disclosure to the customs administration providing the information.
7. The Parties may refuse to communicate information pursuant to this Chapter, where to do so would:
(a) be likely to prejudice sovereignty, public policy, security or other essential interests;
(b) violate or prejudice a legitimate industrial, commercial or professional interest;
(c) be contrary to the domestic laws and regulations of the Party receiving the request for information; or
(d) impede law enforcement. CHAPTER 4 FINAL PROVISIONS
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 10.1 During the term of this Agreement, Eisai shall promptly inform Radius of Eisai Know-How that may become known to it and information that it obtains or develops regarding the utility or safety of Compound or Product. During the term of this Agreement, Radius shall promptly inform Eisai of Radius Know-How and information that Radius obtains, knows or develops regarding Compound or Product.
10.2 During the term of this Agreement and for ten (10) years thereafter, Eisai and Radius shall not use for any purpose other than this Agreement and shall not reveal or disclose to third parties the subject matter of this Agreement and any confidential information received as confidential from the other Party or otherwise developed by either Party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other Party. This limitation shall not apply to information in the event and to the extent that receiving Party can demonstrate by competent written proof that such information
(i) was in the possession of receiving Party at the time of disclosure by the disclosing Party;
(ii) was publicly known prior to the time of disclosure to receiving Party;
(iii) became publicly known after disclosure to receiving Party through no action or inaction of receiving Party;
(iv) was independently discovered or developed by receiving Party without the aid, application, or use of information received from the disclosing Party;
(v) was obtained with prior written consent of providing Party which allows disclosure; or
(vi) is required by law, regulation or court order to be disclosed; provided that receiving Party agrees to provide providing Party with prompt notice of such request so that providing Party will have an opportunity to limit obtain appropriate protective order regarding such disclosure. Receiving Party agrees to cooperate with providing Party at providing Party’s expense, in any lawful effort to contest the requirement of such
