Common use of Permitted Usage Clause in Contracts

Permitted Usage. Each party to this Agreement may use and disclose confidential information of the other party as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such party in this Agreement, including, without limitation to Third Parties providing contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreement; (b) in connection with the filing for, prosecution, maintenance and enforcement of Patents where ownership of the invention to which such Patent relates is assigned to such party in accordance with this Agreement, and in accordance with the terms & conditions of the License Agreement; (c) in connection with prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law or as permitted by this Agreement, and in accordance with the terms & conditions of the License Agreement; (d) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10; provided, however, that the receiving party shall remain responsible for any failure by any Person who receives confidential information pursuant to this Section 9.2 to treat such confidential information as required under this Section 10; or (e) to the extent mutually agreed to by the parties hereto in writing.

Permitted Usage. Each party to this Agreement of Danisco and any Licensed Party may use and disclose confidential information Confidential Information of the other party Party as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such party Party in this Agreement, including, without limitation to Sublicensee and Third Parties providing Party acting as contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreementresearchers; (b) in connection with the filing for, prosecution, maintenance and enforcement of Patents where ownership of the invention to which such Patent relates is assigned to such party Licensed Party in accordance with this Agreement, and in accordance with the terms & conditions of the License Agreement; (c) in connection with prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law or as permitted by this Agreement, and in accordance with the terms & conditions of the License Agreement; (d) in communication with potential or actual Sublicensees who prior to such disclosure have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 5; (e) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10Article 5; provided, however, that the receiving party Party shall remain responsible for any failure by any Person who receives confidential information Confidential Information pursuant to this Section 9.2 5.2 to treat such confidential information Confidential Information as required under this Section 10Article 5; or (ef) to the extent mutually agreed to by the parties hereto Parties in writing, or (g) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with, and solely to the extent necessary for, Danisco’s performance of its obligations to any Third Party under any Transferred Contract. For clarity, nothing in this Section 5.2 expands the permitted use or disclosure of any C1 Strain, Dyadic Materials, Danisco Improved Strain, Genetic Tools, Dyadic Know-How, Danisco Know-How, Dyadic Patents or Danisco Patents beyond the rights expressly licensed under Article 2.

Permitted Usage. Each party to this Agreement Party may use and disclose confidential information Confidential Information of the other party Party as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to or retained by such party Party in this Agreement, including, without limitation to Third Parties providing contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreement; (b) in connection with the filing for, prosecution, maintenance and enforcement of the Licensed Patents where ownership of the invention to which such Patent relates is assigned to such party in accordance with this Agreement, and in accordance with the terms & conditions of the License Agreement; (c) in connection with complying with the terms of agreements with Third Parties, prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law; provided, however, that if a Party is required by Law or as permitted by this Agreement, and in accordance with the terms & conditions to make any disclosure of the License Agreementother Party’s Confidential Information it will give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (d) in communication with potential or actual collaborators, partners, or licensees (including without limitation potential sublicensees), who prior to such disclosure have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 6; (e) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10basis; provided, however, that the receiving party Party shall remain responsible for any failure by any Person who receives confidential information Confidential Information pursuant to this Section 9.2 6.2 to treat such confidential information Confidential Information as required under this Section 10Article 6; or and/or (ef) to the extent mutually agreed to by the parties hereto Parties in a prior writing.

Permitted Usage. Each party to this Agreement Party may use and disclose confidential information Confidential Information of the other party Party as follows: : (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to or retained by such party Party in this Agreement, including, without limitation to Third Parties providing contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreement; Agreement or (b) in connection with the filing for, prosecution, maintenance and enforcement of Patents where ownership of the invention to which such Patent relates is assigned to such party in accordance with this Agreement, and in accordance complying with the terms & conditions of the License Agreement; (c) in connection agreements with Third Parties, prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law; provided, however, that if a Party is required by Law or as permitted by this Agreement, and in accordance with the terms & conditions to make any disclosure of the License Agreement; other Party's Confidential Information it will give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with potential or actual collaborators, partners, or licensees (including without limitation potential sublicensees), who prior to such disclosure have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 4; (d) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10basis; provided, however, that the receiving party Party shall remain responsible for any failure by any Person who receives confidential information Confidential Information pursuant to this Section 9.2 4.2 to treat such confidential information Confidential Information as required under this Section 10Article 4; or and/or (e) to the extent mutually agreed to by the parties hereto Parties in a prior writing.

Permitted Usage. Each party to this Agreement Party may use and disclose confidential information Confidential Information of the other party Party as follows: (ai) under appropriate confidentiality provisions no less restrictive than substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such party Party in this Agreement, including, without limitation to Third Parties providing contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreement; Agreement (bii) in connection with the filing for, prosecution, maintenance and enforcement of Patents where ownership of the invention to which such NDT Exclusive Licensed Patent relates is assigned to such party Rights or NDT Nonexclusive Licensed Patent Rights in accordance with this Agreement, and in accordance complying with the terms & conditions of the License Agreement; (c) in connection agreements with third parties, prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by applicable Law, provided, however, that if a Party is required by Law or as permitted by this Agreement, and in accordance with the terms & conditions to make any such disclosure of the License Agreementother Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (diii) in confidence to communication with existing and potential or actual investment bankersinvestors, consultants, advisors (including without limitation financial advisors advisors, lawyers and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, ) and their attorneys and agents) others on a need to know basis whobasis, prior in each case under appropriate confidentiality provisions substantially equivalent to such disclosure, have agreed in writing to be bound by obligations those of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10; provided, however, that the receiving party shall remain responsible for any failure by any Person who receives confidential information pursuant to this Section 9.2 to treat such confidential information as required under this Section 10Agreement; or (eiv) to the extent mutually agreed to by the parties hereto Parties. Except as set forth in writingthis Section 7.2, neither party may use or disclose Confidential Information of the other Party. Each Party shall take at least those measures that it employs to protect its own confidential information of a similar nature to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party, but in no event less than a reasonable degree of care.

Permitted Usage. Each party to this Agreement Party may use and disclose confidential information Confidential Information of the other party Party, in accordance with this Agreement, as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to or retained by such party in this Agreement, including, without limitation to Third Parties providing contract research services or contract manufacturing services on behalf of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License AgreementParty; (b) in connection with the filing for, prosecution, maintenance and Prosecution or enforcement of Licensed Patents where ownership of the invention to which such Patent relates is assigned to such party or Improvements, in accordance with this Agreement, and in accordance with the terms & conditions of the License Agreement; (c) in connection with prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvalsRegulatory Approvals, or as otherwise required by Law, but provided that if a Party is required by Law or to make any disclosure of the other Party’s Confidential Information, it will give reasonable advance notice to the other Party of such disclosure requirement, it will disclose only for the sole purpose of and solely to the extent required by such Law (as permitted advised by this Agreementcounsel), and in accordance with the terms & conditions it will use its reasonable efforts to secure confidential treatment of the License Agreementsuch Confidential Information required to be disclosed; (d) in confidence such disclosure is reasonably necessary: (i) to potential such Party’s directors, independent contractors, consultants, attorneys, independent accountants or actual investment bankers, advisors (including without limitation financial advisors for the purpose of enabling such directors, independent contractors, consultants, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided that, such directors, attorneys, independent accountants and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be advisors are bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth substantially consistent with those contained in this Section 10; provided, however, that the receiving party shall remain responsible for any failure by any Person who receives confidential information pursuant to this Section 9.2 to treat such confidential information as required under this Section 10Agreement; or (eii) to actual or potential investors, acquirers, licensees and other financial or commercial partners for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, public offering, merger or acquisition of a Party or its Affiliates, or sale of all or substantially all of its business to which this Agreement relates, provided that any such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than those contained in this Agreement (except to the extent mutually agreed to by that a shorter confidentiality period is customary in the parties hereto in writingindustry).

Permitted Usage. Each party to this Agreement Party may use and disclose confidential information Confidential Information of the other party Party as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to or retained by such party Party in this Agreement, including, without limitation Agreement (it being agreed that the Dyadic Confidential Information that ABNT may disclose to Third Parties providing contract research services or contract manufacturing services on behalf Production Strain Sublicensees shall be limited to Production Strains and protocols for the growth of Sublicensee as permitted in Section 2.4 of this Agreement, and in accordance with the terms & conditions of the License Agreementsuch Production Strains); (b) in connection with the filing for, prosecution, maintenance and enforcement of the Licensed Patents where ownership of the invention to which such Patent relates is assigned to such party in accordance with this Agreement, and in accordance with the terms & conditions of the License Agreement; (c) in connection with prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law; provided, however, that if a Party is required by Law or as permitted by this Agreement, and in accordance with the terms & conditions to make any disclosure of the License Agreementother Party’s Confidential Information it will give reasonable advance notice to the other Party of such disclosure requirement so that the other Party may seek a protective order or other appropriate remedy and the disclosing Party will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (d) in communication with potential or actual collaborators, partners, or licensees (including without limitation potential sublicensees), who prior to such disclosure have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this ARTICLE 6; (e) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 10basis; provided, however, that the receiving party Party shall remain responsible for any failure by any Person who receives confidential information Confidential Information pursuant to this Section 9.2 6.2 to treat such confidential information Confidential Information as required under this Section 10ARTICLE 6; or and/or (ef) to the extent mutually agreed to by the parties hereto Parties in a prior writing. For clarity, nothing in this Section 6.2 expands the permitted use or disclosure of Licensed IP and Dyadic Materials beyond the rights expressly licensed to ABNT under ARTICLE 2.