Common use of Product Information Clause in Contracts

Product Information. (a) The Parties recognize that by reason of, among other things, the requirement that Sanofi exercises the Option to Continue prior to the license grant under Section 2.2 becoming effective, and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have an interest in the retention in confidence of certain information relating to the Program Compounds and Program Products. Accordingly, except as set forth in this Section 7.1(a), Section 7.3 or Section 7.5 or expressly authorized elsewhere in this Agreement, until such time as Sanofi exercises the Option to Continue and pays the Continuation Milestone in accordance with the terms hereof, Ardelyx and Sanofi shall, and shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform its obligations under this Agreement, (i) any information that is Controlled by Ardelyx relating to the Ardelyx Compounds or Licensed Patents or constituting Licensed Know-How or Joint Technology, or (ii) any information that is Controlled by Sanofi constituting Sole Program Know-How owned by Sanofi or Joint Technology, or relating to Sanofi Sole Invention Patents or Program Compounds (collectively, (i) and (ii) “Product Information”) except in each case, to the extent the Product Information is in the public domain prior to the Effective Date, or through no fault of either Party, its Affiliates or any of their respective officers, directors, employees or agents enters the public domain after the Effective Date. For clarification, the disclosure or transfer by Ardelyx to Sanofi or by Sanofi to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 7.1. Notwithstanding anything herein, Sanofi shall not be restricted from using its own Product Information for any purpose, to the extent that such use would not constitute an infringement of the Program Patents.

Product Information. (a) The Parties recognize Ardelyx recognizes that by reason of, among other things, the requirement that Sanofi exercises the Option to Continue prior AstraZeneca’s status as an exclusive licensee pursuant to the license grant grants under Section 2.2 becoming effective2.1, and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have AstraZeneca has an interest in the Ardelyx’s retention in confidence of certain information relating to the Program Licensed Compounds or Licensed Products, and Program Productsthe Exploitation thereof. Accordingly, except as set forth in this Section 7.1(a), Section 7.3 or Section 7.5 or expressly authorized elsewhere in this Agreement, until such time as Sanofi exercises the Option expiration of AstraZeneca’s exclusive license with respect to Continue the Licensed Compounds and pays the Continuation Milestone in accordance with the terms hereofLicensed Products, Ardelyx and Sanofi shall, and shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform its Ardelyx’s obligations under this Agreement, any (ia) Regulatory Documentation including any information Regulatory Approvals with respect to any Licensed Compound or Licensed Product, (b) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Ardelyx Compounds or Licensed Patents or constituting Licensed Know-How or Joint TechnologyPatents, or (ii) any information that is Controlled by Sanofi constituting Sole Program Know-How owned by Sanofi Ardelyx, Joints Inventions or Joint TechnologyArdelyx Sole Invention Patents, (c) Information that is either Controlled by Ardelyx or provided to Ardelyx pursuant to this Agreement relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products, or relating to Sanofi Sole Invention Patents the Regulatory Documentation or Program Regulatory Approvals for Licensed Compounds or Licensed Products, including development, sales or marketing plans therefor (collectively, (i) a), (b), and (iic) “Product Information”) except except, in each case, to the extent (i) the Product Information is in the public domain domain, prior to the Effective Date, or thereafter comes into the public domain through no fault of either PartyArdelyx, its Affiliates or any of their respective officers, directors, employees or agents enters or (ii) the public domain after the Effective Datedisclosure or use of such Product Information would be expressly permitted under Section 10.5 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx to Sanofi AstraZeneca or by Sanofi AstraZeneca to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 7.110.1. Notwithstanding anything hereinIn the event this Agreement is terminated in its entirety or in a given country for any reason, Sanofi this Section 10.1 shall not be restricted as from using its own the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 10.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information for any purpose, shall be deemed to the extent that such use would not constitute an infringement be Confidential Information of the Program PatentsParty that disclosed such Product Information, or on whose behalf such Product Information was disclosed, pursuant to this Agreement, for purposes of the surviving provisions of this Agreement.

Product Information. (a) The Parties recognize FibroGen recognizes that by reason of, among other things, the requirement that Sanofi exercises the Option to Continue prior AstraZeneca’s status as licensee pursuant to the license grant grants under Section 2.2 becoming effective7.1, and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have AstraZeneca has an interest in the FibroGen’s retention in confidence of certain information relating to the Program Collaboration Compounds or Products, and Program Productsthe Development and Commercialization thereof. Accordingly, except as set forth in this Section 7.1(a)during the Term, Section 7.3 or Section 7.5 or expressly authorized elsewhere in this Agreement, until such time as Sanofi exercises the Option to Continue and pays the Continuation Milestone in accordance with the terms hereof, Ardelyx and Sanofi FibroGen shall, and shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, other than under written confidentiality and non-use terms, and not use directly or indirectly for any purpose other than to perform its FibroGen’s obligations under this Agreement and the China Agreement, to conduct research, Development and Commercialization of Products outside the Territory pursuant to the Astellas Agreements or any Subsequent Agreement entered into pursuant to Section 7.4(c), in connection with FibroGen’s research, development and commercialization of other products, and as otherwise authorized under this Agreement (iincluding pursuant to Section 3.10), any (a) Regulatory Material (including any information Regulatory Approvals) with respect to any Collaboration Compound or Product and (b) Information that is either Controlled by Ardelyx FibroGen or provided to FibroGen pursuant to this Agreement relating to the Ardelyx Development or Commercialization of Collaboration Compounds or Licensed Patents Products, including development, sales or constituting Licensed Know-How or Joint Technology, or (ii) any information that is Controlled by Sanofi constituting Sole Program Know-How owned by Sanofi or Joint Technology, or relating to Sanofi Sole Invention Patents or Program Compounds marketing plans therefor (collectively, (ia) and (ii) b), “Product Information”) except ), except, in each case, to the extent (i) the Product Information is in was generally available to the public domain or otherwise part of the public domain, prior to the Effective Date, or thereafter became generally available to the public or otherwise part of the public domain through no fault of either PartyFibroGen, its Affiliates or any of their respective officers, directors, employees or agents enters or (ii) the public domain after the Effective Datedisclosure or use of such Product Information would be expressly permitted under Section 12.3 or is otherwise expressly authorized under this Agreement. For clarification, the disclosure or transfer by Ardelyx FibroGen to Sanofi AstraZeneca or by Sanofi AstraZeneca to Ardelyx FibroGen of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 7.112.1. Notwithstanding anything hereinIn the event this Agreement is terminated in its entirety or in a given country for any reason, Sanofi this Section 12.1 shall as from the effective date of such termination have no continuing force or effect (provided that if such termination is with respect to one or several specific country(ies) only, then this Section 12.1 will have no continuing force or effect as to such specific country(ies)) and all Product Information shall be deemed to be Confidential Information of FibroGen for purposes of the surviving provisions of this Agreement. For clarity, the foregoing shall not be restricted from using its own affect the Parties’ respective ownership of Product Information for any purpose, to the extent that such use would not constitute an infringement of the Program PatentsInformation.

Product Information. (a) The Parties recognize that by reason ofOBI will furnish to ASI any and all Product handling manuals, among other things, the requirement that Sanofi exercises the Option to Continue prior to the license grant under Section 2.2 becoming effectivesales literature, and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have an interest in the retention in confidence of certain other applicable information relating to the Program Compounds Products that is reasonably necessary in OBI's discretion for ASI to formulate any other manuals, promotional materials and Program Productswarning labels reasonably deemed necessary or appropriate by ASI (collectively, the "Product Information"). AccordinglyASI shall have the right with OBI's prior written approval, which approval shall not be unreasonably withheld or delayed to revise, or to cause OBI to revise, any such Product Information that ASI reasonably determines to be necessary or advisable, or otherwise inaccurate or misleading, and OBI will promptly incorporate such revisions into the Product Information. ASI shall have the right to produce, at its expense, promotional material, Product handling manuals, instructions for use, warning labels and other written information relating to the Products which is based in whole or in part on, or derived from, the Product Information supplied by OBI. OBI shall be entitled to review such information solely for the purpose of verifying that such information (a) is consistent with the Product Information and Product Approvals, (b) contains no material inaccuracies with respect to a Product's performance/use or the Product Information, (c) does not disclose material Confidential Information of OBI; and (d) does not, in OBI's reasonable discretion, make claims about the performance or use of the Product beyond those contained in the Product Information, except as set forth in this Section 7.1(a), Section 7.3 or Section 7.5 or expressly to the extent otherwise authorized elsewhere in this Agreement, until such time as Sanofi exercises the Option to Continue and pays the Continuation Milestone in accordance with the terms hereof, Ardelyx and Sanofi shallby OBI, and OBI shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for be entitled to prohibit ASI from disseminating any purpose other than such information prepared by ASI to perform its obligations under this Agreement, the extent such information (i) is inconsistent with the Product Information or any information that is Controlled by Ardelyx relating Product Approvals, (ii) contains material inaccuracies with respect to the Ardelyx Compounds Product's performance/use or Licensed Patents or constituting Licensed Know-How or Joint Technologythe Product Information, (iii) discloses material Confidential Information of OBI, or (iiiv) any information makes unauthorized claims about the performance of the Product that is Controlled by Sanofi constituting Sole Program Know-How owned by Sanofi or Joint Technology, or relating to Sanofi Sole Invention Patents or Program Compounds (collectively, (i) and (ii) “are not contained in the Product Information”) except in each case, to the extent the Product Information is in the public domain prior to the Effective Date, or through no fault of either Party, its Affiliates or any of their respective officers, directors, employees or agents enters the public domain after the Effective Date. For clarification, the disclosure or transfer by Ardelyx to Sanofi or by Sanofi to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 7.1. Notwithstanding anything herein, Sanofi shall not be restricted from using its own Product Information for any purpose, to the extent that such use would not constitute an infringement of the Program Patents.

Product Information. (a) The Parties recognize that by reason ofOBI will furnish to ASI any and all Product handling manuals, among other things, the requirement that Sanofi exercises the Option to Continue prior to the license grant under Section 2.2 becoming effectivesales literature, and Ardelyx’s grant of the exclusive Option to Continue to Sanofi, both Parties have an interest in the retention in confidence of certain other applicable information relating to the Program Compounds and Program Products. Accordingly, except as set forth in this Section 7.1(a), Section 7.3 or Section 7.5 or expressly authorized elsewhere in this Agreement, until such time as Sanofi exercises the Option to Continue and pays the Continuation Milestone in accordance with the terms hereof, Ardelyx and Sanofi shall, and shall each cause its respective Affiliates and their respective officers, directors, employees and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to perform its obligations under this Agreement, (i) any information Products that is Controlled reasonably necessary in OBI’s discretion for ASI to formulate any other manuals, promotional materials and warning labels reasonably deemed necessary or appropriate by Ardelyx relating to the Ardelyx Compounds or Licensed Patents or constituting Licensed Know-How or Joint Technology, or (ii) any information that is Controlled by Sanofi constituting Sole Program Know-How owned by Sanofi or Joint Technology, or relating to Sanofi Sole Invention Patents or Program Compounds ASI (collectively, (i) and (ii) the “Product Information”). ASI shall have the right with OBI’s prior written approval, which approval shall not be unreasonably withheld or delayed to revise, or to cause OBI to revise, any such Product Information that ASI reasonably determines to be necessary or advisable, or otherwise inaccurate or misleading, and OBI will promptly incorporate such revisions into the Product Information. ASI shall have the right to produce, at its expense, promotional material, Product handling manuals, instructions for use, warning labels and other written information relating to the Products which is based in whole or in part on, or derived from, the Product Information supplied by OBI. OBI shall be entitled to review such information solely for the purpose of verifying that such information (a) is consistent with the Product Information and Product Approvals, (b) contains no material inaccuracies with respect to a Product’s performance/use or the Product Information, (c) does not disclose material Confidential Information of OBI; and (d) does not, in OBI’s reasonable discretion, make claims about the performance or use of the Product beyond those contained in the Product Information, except in each case, to the extent otherwise authorized by OBI, and OBI shall be entitled to prohibit ASI from disseminating any such information prepared by ASI to the extent such information (i) is inconsistent with the Product Information is or any Product Approvals, (ii) contains material inaccuracies with respect to the Product’s performance/use or the Product Information, (iii) discloses material Confidential Information of OBI, or (iv) makes unauthorized claims about the performance of the Product that are not contained in the public domain prior to the Effective Date, or through no fault of either Party, its Affiliates or any of their respective officers, directors, employees or agents enters the public domain after the Effective Date. For clarification, the disclosure or transfer by Ardelyx to Sanofi or by Sanofi to Ardelyx of any Product Information shall not cause such information to cease to be subject to the provisions of this Section 7.1. Notwithstanding anything herein, Sanofi shall not be restricted from using its own Product Information for any purpose, to the extent that such use would not constitute an infringement of the Program PatentsInformation.