Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. Except as provided in this Article 5.1, all Confidential Information disclosed by the Disclosing Party to the Receiving Party hereunder shall be maintained in confidence by the Receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the Disclosing Party, until [***] following the Term of this Agreement. Each Receiving Party may disclose Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or entities who: (a) need to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall use reasonable efforts to promptly disclose to the Disclosing Party any material breach of this provision known by the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].

Appears in 2 contracts

Samples: License Agreement (Spruce Biosciences, Inc.), License Agreement (Spruce Biosciences, Inc.)

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Nondisclosure Obligation. Except as provided in this Article 5.1During the Term and for a period of [ * ] years thereafter, all Confidential Information disclosed by the Disclosing one Party or any of its Affiliates to the Receiving other Party or any of its Affiliates hereunder or under an Ancillary Agreement shall be maintained in confidence by the Receiving receiving Party and its Affiliates and shall not be (a) disclosed to any Third Party without the prior written consent of the disclosing Party, except as set forth herein, or (b) used for any purpose except as set forth herein (including for the exercise of the rights and licenses granted to such Party hereunder (including the right to use and exercise the Joint Program Know-How and the Joint Program Patents as set forth in Section 12.3.5), but it being understood that this clause (b) shall not create or imply any rights or licenses not expressly granted under this Agreement) without the prior written consent of the Disclosing disclosing Party, until [***] following . The Parties agree that the Term terms of this Agreement. Each Receiving Party may disclose Agreement and the Ancillary Agreements will be treated as Confidential Information of both Parties and may only be disclosed as permitted herein. Notwithstanding the Disclosing Partyforegoing, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or entities who: (a) need to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those respect to Confidential Information under this Article 9 shall not apply with respect to any information of the Receiving disclosing Party uses to protect its own similar Confidential Information. Each Receiving Party shall use reasonable efforts to promptly disclose to the Disclosing Party any material breach of this provision extent that: 9.1.1 such information (except for Development Data or Program Know-How) is known by the Receiving receiving Party to have been breached at the time of its receipt, and not through a prior disclosure by itthe disclosing Party, as documented by the receiving Party’s business records; 9.1.2 such information is in the public domain by use or publication before its receipt from the disclosing Party, or its Affiliatesthereafter enters the public domain through no fault of the receiving Party; 9.1.3 such information is subsequently disclosed to the receiving Party by a Third Party, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving which Third Party may also disclose lawfully make such disclosure and is not under an obligation of confidentiality to the disclosing Party with respect to such information; or 9.1.4 such information (except for Development Data or Program Know-How) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records. 9.1.5 Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Disclosing receiving Party. -95- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, without such Disclosing Party’s prior written consentMARKED BY BRACKETS, [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, HAS BEEN OMITTED BECAUSE IT IS BOTH (aI) [***], NOT MATERIAL AND (bII) [***], and (c) [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Appears in 1 contract

Samples: License and Collaboration Agreement (Seagen Inc.)

Nondisclosure Obligation. Except as provided in this Article 5.1, all Confidential All Information disclosed by the Disclosing one Party to the Receiving other Party hereunder shall be maintained in confidence by the Receiving receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the Disclosing disclosing Party, until [***] following except to the Term extent that such Information: is known by the receiving Party at the time of this Agreement. Each Receiving Party may disclose Confidential Information its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the Disclosing receiving Party; is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; is developed by the receiving Party independently of Information received from the disclosing Party, without such Disclosing as documented by the receiving Party’s prior written consentbusiness records; [36] Consider amending to “receiving Party’s contemporaneous business records” to exclude business records created after the event is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Product, but such disclosure may be only to its Affiliates the extent reasonably necessary to obtain patents or authorizations; [37] The provider of the Information may want to ensure that disclosures under Section 3.1.5 are only made following approval. is deemed necessary by the receiving Party to be disclosed to Affiliates, Related Parties, agent(s), consultant(s), and/or other Third Parties for any and its and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons all purposes such Party deems necessary or entities who: (a) need advisable in the ordinary course of business in accordance with this Agreement on the condition that such Third Parties agree to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are be bound by written confidentiality and non-use obligations consistent with that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the Receiving term of confidentiality for such Third Parties shall be no less than ten (10) years; or is deemed necessary by counsel to the receiving Party uses to protect its own similar Confidential Informationbe disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years. Each Receiving Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process to disclose Information that is subject to the non-disclosure provisions of this Section 3.1 or Section 3.3, such Party shall use reasonable efforts promptly inform the other Party of the disclosure that is being sought in order to promptly disclose provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the Disclosing Party any material breach confidentiality and non-use provisions of this provision known by Section 3.1 and Section 3.3, and the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information pursuant to law or court order shall provide prior notice take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].

Appears in 1 contract

Samples: Exclusive Patent And

Nondisclosure Obligation. Except as provided in (a) For the Term of this Article 5.1Agreement and [* * *] thereafter, all the Party receiving the Confidential Information disclosed by of the Disclosing other Party to (such receiving Party, the Receiving Party hereunder shall be maintained in confidence by the Receiving Party Party”) will keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, until [***] following the Term of this Agreement. Each Receiving Party may disclose the Confidential Information to those of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates, officers, directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or entities who: consultants and/or independent contractors (aincluding sublicensees) of such Receiving Party who need to know such the Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; connection with this Agreement and (b) are bound by written confidentiality and non-use obligations consistent with those the respect to such Confidential Information. The Receiving Party uses will exercise at a minimum the same degree of care it would exercise to protect its own similar confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. Each The Receiving Party shall will use reasonable efforts to promptly disclose to the Disclosing Party any material Confidential Information solely in connection with the purposes of this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY (b) It will not be considered a breach of this provision known by Agreement if the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the discloses Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Except where such disclosure is necessary in order to comply with securities a lawfully issued court or tax laws, regulations governmental order or guidance, with a requirement of Applicable Law or the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party disclosing such Confidential Information shall provide prior gives prompt written notice of such intended disclosure requirement to the Disclosing Party and cooperate cooperates with the Disclosing Party and take reasonable actions Party’s efforts to preserve the confidentiality of oppose such disclosure or obtain a protective order for such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (cii) [***]. Each if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party may also will only disclose those portions of the Confidential Information of that it is legally required to disclose and will make a reasonable effort to obtain confidential treatment for the Disclosing Party, without such Disclosing Party’s prior written consent, [***]disclosed Confidential Information. Each Receiving Party may also disclose To the extent there is any conflict between this ARTICLE 10 and any other agreement related to Confidential Information entered into between the Parties, the terms of this ARTICLE 10 will control to the Disclosing Party, without extent of such Disclosing Party’s prior written consent, [***]conflict.

Appears in 1 contract

Samples: License and Collaboration Agreement (Paratek Pharmaceuticals, Inc.)

Nondisclosure Obligation. Except as provided in this Article 5.1, all Confidential Information All proprietary or confidential information disclosed by or on behalf of one Party (the "Disclosing Party Party") to the other Party (the "Receiving Party Party") hereunder in writing and marked "Confidential" or the equivalent (the "Proprietary Information") shall be maintained in confidence by the Receiving Party and shall not be disclosed to any a Third Party or used for any purpose whatsoever except as set forth herein without the prior written consent of the Disclosing Party. All information disclosed by CELL GENESYS or TKT pursuant to the Binding Letter of Intent dated April 21, until 2002 (the "LOI") shall be deemed Proprietary Information of CELL GENESYS or TKT, as the case may be, and shall be subject to the terms of this Article 3. For purposes of clarity, it is the intent of the Parties that general financial terms may be disclosed but that the number of Licensed Products and the nature and category of proteins which may be designated under this Agreement, as well as the nature of the milestones herein shall be considered Proprietary Information of both Parties. The identity of the Licensed Products and Designated Proteins shall be TKT Proprietary Information. However, the foregoing obligations shall not apply to particular Proprietary Information solely to the extent that the receiving Party can demonstrate with written evidence that such information: [***] following Certain information on this page has been omitted and filed separately with the Term of this AgreementCommission. Each Receiving Party may disclose Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or entities who: (a) need to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent treatment has been requested with those the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall use reasonable efforts to promptly disclose respect to the Disclosing Party any material breach of this provision omitted portions. is known by the Receiving Party to have been breached at the time of its receipt, and not through a prior confidential disclosure by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the Confidential Information on behalf of the Disclosing Party, without such ; is properly in the public domain through no fault of the Receiving Party; is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not directly or indirectly under an obligation of confidentiality to the Disclosing Party’s prior written consent, [***]. Except where such disclosure ; or is necessary to comply with securities or tax laws, regulations or guidance, developed by the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***]independently of, and (c) [***]. Each Receiving Party may also disclose the Confidential without reference to or use of, Proprietary Information of received from the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].

Appears in 1 contract

Samples: License Agreement (Cell Genesys Inc)

Nondisclosure Obligation. Except as provided in this Article 5.1(a) For the Term and [***] thereafter, all the Party receiving (the “Receiving Party”) the Confidential Information disclosed by of the other Party (the “Disclosing Party to the Receiving Party hereunder Party”) shall be maintained in confidence by the Receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the Disclosing Party; provided, until [***] following however, the Term of this Agreement. Each Receiving Party may disclose certain Confidential Information to those of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates, officers, directors, employees, agents, consultantsconsultants or independent contractors, Sublicenseesexisting and potential licensees, subcontractorssublicensees, suppliers upstream licensors, and other persons or entities who: (a) bona-fide purchasers of such Receiving Party who need to know such Confidential Information to assist in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Receiving Party in fulfilling its obligations or exercising its rights hereunder; Parties and (b) are bound by written confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall use reasonable efforts to promptly disclose to remain responsible for the Disclosing Party any material breach of this provision known compliance by the Receiving Party to have been breached by it, or its Affiliates, or its or their officers, directors, officers, employees, agents, consultantsconsultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. Either Party may disclose the terms and existence of this Agreement to any bona fide existing or potential investors, Sublicensees, subcontractors, suppliers, lenders and acquirers and the accountants and advisors of any of the foregoing who are bound by a written agreement (or in the case of attorneys or other persons or entities permitted hereunderprofessional advisors, formal ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement as confidential information in a manner that is consistent with the terms and conditions of this Agreement. Each The Receiving Party may also disclose shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information of solely in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Disclosing Party, without such Disclosing Party’s prior written consent, Parties. [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Appears in 1 contract

Samples: License Agreement (Zai Lab LTD)

Nondisclosure Obligation. Except as provided in this Article 5.16.1, all Confidential Information disclosed by the Disclosing one Party to the Receiving other Party hereunder shall be maintained in confidence by the Receiving receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the Disclosing disclosing Party, until [***] five (5) years following the Term of this Agreement. Agreement Each Receiving Party may disclose Confidential Information of the Disclosing other Party, without such Disclosing other Party’s 's prior written consent, to its Affiliates and its and its Affiliates' directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers suppliers, and other persons or entities who: (a) need to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall use reasonable efforts to promptly disclose to the Disclosing other Party any material breach of this provision known by the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the Confidential Information of the Disclosing other Party, without such Disclosing other Party’s 's prior written consent, [***]. Except where to any person, entity, or government or regulatory agency to the extent that the law requires such disclosure is necessary disclosure, including filings pursuant to comply with applicable securities or tax laws, regulations or guidance, the Receiving laws and regulations. The Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing other Party and take reasonable such actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties Transition may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***]to any person, entity, or government or Regulatory Authority to the extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals or satisfying any other regulatory obligation regarding Licensed Products, or, (b) [***]in connection with the Development or Commercialization of Licensed Products including under a confidentiality agreement to actual or potential Sublicensees, and (c) [***]permitted assignees or Third Parties. Each Receiving Party may also disclose the Confidential Information of the Disclosing other Party, without such Disclosing other Party’s 's prior written consent, [***]pursuant to an order of a regulatory agency or court of competent jurisdiction, provided that it promptly notifies the other Party of the required disclosure and cooperates with the other Party in order to provide such Party an opportunity to take legal action to prevent or limit such disclosure and, if asked, reasonably assist the other Party in pursuing such action. Each Receiving Party may also disclose the Confidential Information of the Disclosing other Party, without such Disclosing other Party’s 's prior written consent, [***]as is necessary to pursue or defend against a legal or regulatory action by one Party against the other with respect to this Agreement. A Party disclosing the other Party's Confidential Information, pursuant to this exception, will promptly disclose to the other Party the Confidential Information to be disclosed and shall use reasonable efforts to minimize the disclosure of the other Party's Confidential Information, including, without limitation, by seeking to file pleadings under seal. Publicity Within ten (10) days of the Effective Date, the Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. Transition may issue any subsequent press release relating to the Development or Commercialization of Licensed Products without the prior approval of Lilly.

Appears in 1 contract

Samples: License Agreement (Transition Therapeutics Inc.)

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Nondisclosure Obligation. Except as provided in this Article 5.1, all Confidential Information All proprietary or confidential information disclosed by or on behalf of one Party (the "Disclosing Party Party") to the other Party (the "Receiving Party Party") hereunder in writing and marked "Confidential" or the equivalent (the "Proprietary Information") shall be maintained in confidence by the Receiving Party and shall not be disclosed to any a Third Party or used for any purpose whatsoever except as set forth herein without the prior written consent of the Disclosing Party. All information disclosed by CELL GENESYS or TKT pursuant to the Binding Letter of Intent dated April 21, until [***] following 2002 (the Term "LOI") shall be deemed Proprietary Information of CELL GENESYS or TKT, as the case may be, and shall be subject to the terms of this AgreementArticle 3. Each Receiving Party For purposes of clarity, it is the intent of the Parties that general financial terms may disclose Confidential be disclosed but that the number of Licensed Products and the nature and category of proteins which may be designated under this Agreement , as well as the nature of the milestones herein shall be considered Proprietary Information of both Parties. The identity of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates Licensed Products and its and its Affiliates’ directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers and other persons or entities who: (a) need to know such Confidential Information to assist the Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those the Receiving Party uses to protect its own similar Confidential Designated Proteins shall be TKT Proprietary Information. Each Receiving Party However, the foregoing obligations shall use reasonable efforts not apply to promptly disclose particular Proprietary Information solely to the Disclosing extent that the receiving Party any material breach of this provision can demonstrate with written evidence that such information: is known by the Receiving Party to have been breached at the time of its receipt, and not through a prior confidential disclosure by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose the Confidential Information on behalf of the Disclosing Party, without such ; is properly in the public domain through no fault of the Receiving Party; is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not directly or indirectly under an obligation of confidentiality to the Disclosing Party’s prior written consent, [***]. Except where such disclosure ; or is necessary to comply with securities or tax laws, regulations or guidance, developed by the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***]independently of, and (c) [***]. Each Receiving Party may also disclose the Confidential without reference to or use of, Proprietary Information of received from the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].

Appears in 1 contract

Samples: License Agreement (Cell Genesys Inc)

Nondisclosure Obligation. Except as provided in For the Term of this Article 5.1Agreement and five (5) years thereafter, all the Party receiving the Confidential Information disclosed by of the Disclosing other Party to (such receiving Party or a Party’s Affiliate, the Receiving Party hereunder Party”) shall be maintained in confidence by the Receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Affiliate or Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the Party that disclosed such Confidential Information (such disclosing Party or a Party’s Affiliate, the “Disclosing Party”); provided however, until [***] following the Term of this Agreement. Each Receiving Party may disclose the Confidential Information to those of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates, officers, directors, employees, agents, consultantsconsultants or independent contractors (including sublicensees, Sublicensees, subcontractors, suppliers and other persons or entities who: (aDiscovery Subcontractors) who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information to assist no less onerous than the terms herein. The Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those shall exercise at a minimum the Receiving Party uses same degree of care it would exercise to protect its own similar Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Disclosing Party’s Confidential Information. Each The Receiving Party shall use reasonable efforts to promptly disclose the Confidential Information solely in connection with the purposes of this Agreement and shall not use the Disclosing Party’s Confidential Information for any other purpose. Notwithstanding anything to the Disclosing Party any material breach of this provision known by contrary, RubrYc’s Background IP, the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose RubrYc-Owned Foreground IP and RubrYc’s Additional Developments are the Confidential Information of the Disclosing PartyRubrYc, without such Disclosing Partyand iBio’s prior written consent, [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidanceBackground IP, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party iBio-Owned Foreground IP and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose LillyiBio’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose Additional Developments are the Confidential Information of iBio, unless they meet one of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]exceptions in the definition of “Confidential Information.” This ARTICLE 7 (Confidentiality; Publication) does not limit or expand the scope of any licenses granted in this Agreement. Each Receiving Party may also disclose To the extent there is any conflict between this ARTICLE 7 (Confidentiality; Publication) and any other agreement related to Confidential Information entered into between the Parties, the terms of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]this ARTICLE 7 (Confidentiality; Publication) shall control with respect to disclosures made under or in connection with this Agreement.

Appears in 1 contract

Samples: Collaboration, Option and License Agreement (iBio, Inc.)

Nondisclosure Obligation. Except as provided in For the Term of this Article 5.1Agreement and five (5) years thereafter, all the Party receiving the Confidential Information disclosed by of the Disclosing other Party to (such receiving Party or a Party’s Affiliate, the Receiving Party hereunder Party”) shall be maintained in confidence by the Receiving Party keep confidential and shall not be disclosed publish, make available or otherwise disclose any Confidential Information to any Affiliate or Third Party or used for any purpose except as set forth herein Party, without the express prior written consent of the Party that disclosed such Confidential Information (such disclosing Party or a Party’s Affiliate, the “Disclosing Party”); provided however, until [***] following the Term of this Agreement. Each Receiving Party may disclose the Confidential Information to those of the Disclosing Party, without such Disclosing Party’s prior written consent, to its Affiliates and its and its Affiliates, officers, directors, employees, agents, consultantsconsultants or independent contractors (including sublicensees, Sublicensees, subcontractors, suppliers and other persons or entities who: (aCollaboration Subcontractors) who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information to assist no less onerous than the terms herein. The Receiving Party in fulfilling its obligations or exercising its rights hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those shall exercise at a minimum the Receiving Party uses same degree of care it would exercise to protect its own similar Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Disclosing Party’s Confidential Information. Each The Receiving Party shall use reasonable efforts to promptly disclose the Confidential Information solely in connection with the purposes of this Agreement and shall not use the Disclosing Party’s Confidential Information for any other purpose. Notwithstanding anything to the Disclosing Party any material breach of this provision known by contrary, RubrYc’s Background IP, the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Receiving Party may also disclose RubrYc-Owned Foreground IP and RubrYc’s Additional Developments are the Confidential Information of the Disclosing PartyRubrYc, without such Disclosing Partyand iBio’s prior written consent, [***]. Except where such disclosure is necessary to comply with securities or tax laws, regulations or guidanceBackground IP, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party iBio-Owned Foreground IP and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose LillyiBio’s Confidential Information, without Lilly’s prior written consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose Additional Developments are the Confidential Information of iBio, unless they meet one of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]exceptions in the definition of “Confidential Information.” This ARTICLE 7 (Confidentiality; Publication) does not limit or expand the scope of any licenses granted in this Agreement. Each Receiving Party may also disclose To the extent there is any conflict between this ARTICLE 7 (Confidentiality; Publication) and any other agreement related to Confidential Information entered into between the Parties, the terms of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]this ARTICLE 7 (Confidentiality; Publication) shall control with respect to disclosures made under or in connection with this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (iBio, Inc.)

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