Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 3 contracts

Samples: Drug Discovery Collaboration Agreement (Loxo Oncology, Inc.), Discovery Collaboration Agreement (Array Biopharma Inc), Drug Discovery Collaboration Agreement (Loxo Oncology, Inc.)

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Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, ; provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 3 contracts

Samples: Drug Discovery Collaboration Agreement, Drug Discovery Collaboration Agreement (Array Biopharma Inc), Drug Discovery Collaboration Agreement (Intermune Inc)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information information disclosed to it by the other Party or Results party, to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in commercializing Products as provided in Article 4, or in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it party pursuant to the terms of this Agreement, provided that if a Party party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable best efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 3 contracts

Samples: Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc), Celanese Symyx Collaboration Agreement (Symyx Technologies Inc)

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results Party, under substantially similar obligations of confidentiality, to the extent such use or disclosure is reasonably necessary and permitted in the exercise raising capital; negotiating marketing, manufacturing or product development arrangements; in connection with a potential sale of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or company; defending litigation, ; complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities; working with its outside accounting firm; provided, conducting clinical trialshowever, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party is required by governmental authority to make any such disclosuredisclosure of another Party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable best efforts to cooperate with the said latter Party’s attempts to secure confidential treatment of such information in consultation with (including the other Party significant financial terms of this Agreement) prior to its disclosure (whether through protective orders or otherwise) and disclose such information only to the minimum extent necessary to comply with such requirements.

Appears in 3 contracts

Samples: Option Agreement (VistaGen Therapeutics, Inc.), License Agreement (VistaGen Therapeutics, Inc.), License Agreement (VistaGen Therapeutics, Inc.)

Permitted Use and Disclosures. Each Party party hereto may use or disclose ------------------------------ Confidential Information disclosed to it by the other Party or Results party only to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder (and the other agreements contemplated hereby, including without limitation Loxo’s development and commercialization of Productsin (i) and in conducting the Research Program internally (including conducting the Research Program through Consultants), (ii) filing or prosecuting patent applications, or prosecuting or defending litigation, (iii) complying with applicable law, governmental laws, regulations regulation or court order order, or otherwise (iv) submitting information to tax or other governmental authorities; provided, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it such party will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable commercial efforts to secure confidential treatment of such information in consultation with the other Party party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 2 contracts

Samples: Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc), Research Collaboration Agreement (3 Dimensional Pharmaceuticals Inc)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable law, governmental laws, regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the terms of this AgreementSEC. hereunder, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements).

Appears in 1 contract

Samples: License Agreement (Rosetta Inpharmatics Inc)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable law, governmental laws, regulations regulation or court order or otherwise order, submitting information to tax or other governmental authorities, conducting clinical trials, or authorities making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreementhereunder, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential * Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements).

Appears in 1 contract

Samples: License Agreement (Aurora Biosciences Corp)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applicationshereunder, prosecuting or defending litigation, or complying with applicable governmental laws, regulations or court order orders or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information Confidential Information in consultation * Confidential treatment requested: material has been omitted and filed separately with the Commission. with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: Confidential Treatment Library Sample Evaluation Agreement (Cubist Pharmaceuticals Inc)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, governmental regulations or court order or otherwise orders, submitting information to tax or other governmental authorities, conducting pre-clinical research and development or clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreementhereunder, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's Confidential Information, other than pursuant to a confidentiality agreementagreement containing confidentiality obligations at least as restrictive as those set forth herein, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (disclosure, and provide the other party the opportunity to seek confidential treatment of such Confidential Information, whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: License Agreement (Supergen Inc)

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: Collaboration Agreement (Array Biopharma Inc)

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Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information -------------------------------- information disclosed to it by the other Party or Results party, to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreementhereunder, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's confidential information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party, of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable best efforts to secure confidential treatment of such information in consultation with (including the other Party significant financial terms of this Agreement) prior to its disclosure (whether through protective orders or otherwise) and disclose such information only to the minimum extent necessary to comply with such requirements.

Appears in 1 contract

Samples: Development and License Agreement (Medarex Inc)

Permitted Use and Disclosures. Each Party party hereto may use or disclose Confidential Information information disclosed to it by the other Party or Results party to the extent such use or disclosure is reasonably necessary and permitted in to comply with the exercise rules of any applicable securities exchange, the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and Nasdaq National Market or other self regulatory organization, in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental lawsregulations, regulations or court order law, legal process or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted by the other Party to it pursuant to the terms of this Agreementhereunder, provided that if a Party party is required by governmental authority to make any such disclosuredisclosure of another party's confidential information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party latter party of such disclosure and, save to the extent inappropriate in the case of patent applications, applications will use its reasonable best efforts to secure confidential treatment of such information in consultation with (including the other Party significant financial terms of this Agreement) prior to its disclosure (whether through protective orders or otherwise) and disclose such information only to the minimum extent necessary to comply with such requirements.

Appears in 1 contract

Samples: Development and License Agreement (Integ Incorp)

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted (a) in the exercise of rights expressly granted herein, or the rights granted hereunder performance of its obligations, under this Agreement or in the performance of its obligations under any marketing or distribution agreements between the Parties entered into pursuant to this Agreement, or (including without limitation Loxo’s development and commercialization of Productsb) and in filing or prosecuting patent applications, prosecuting or defending litigationlitigation or arbitration, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, order; provided that if a Party is required by governmental authority law to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: Oral Healthcare Alliance Agreement (Introgen Therapeutics Inc)

Permitted Use and Disclosures. Each Party hereto may use or disclose the Confidential Information and the Collaboration Know-How disclosed to it by the other Party or Results to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: Drug Discovery Agreement (Array Biopharma Inc)

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information information disclosed to it by the other Party to the extent such information is included in the Licensed Technology or Results the Antalium Technology, as the case may be, and to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the such rights granted hereunder (including without limitation Loxo’s development and commercialization of Products) and in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement, provided that if a Party is required by governmental authority to make any such disclosure, other than pursuant to a confidentiality agreement, it will shall give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will shall use its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

Appears in 1 contract

Samples: Collaborative Research and Licence Agreement (Cardiome Pharma Corp)

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