Common use of Product Information Clause in Contracts

Product Information. EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of the Term, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 10.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 10.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 10.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 13, this Section 10.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 10.1 and 10.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 10.1 and this Section 10.2.

Appears in 2 contracts

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

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Product Information. EPIZYME Merus recognizes that by reason of, inter aliaamong other things, EISAIIncyte’s status as an exclusive licensee under this Agreement, EISAI Incyte has an interest in EPIZYMEMerus’s retention in confidence maintaining the confidentiality of certain information of EPIZYMEMerus. Accordingly, until during the end of the TermTerm applicable to a Program and except with respect to Program 1, EPIZYME Merus shall, and shall cause its Affiliates and its and their respective officers, directors, employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to fulfill EPIZYMEMerus’s obligations, or exercise EPIZYMEMerus’s rights, hereunder any EPIZYME Know-How Confidential Information Controlled by EPIZYME Merus or EPIZYME Collaboration Know-How, in each case that are primarily applicable any of its Affiliates specifically relating to EZH2 any Licensed Antibody or EZH2 Compounds Licensed Product (the “Product Information”), ; except to the extent (a) the Product Information is in the public domain through no fault of EPIZYMEMerus, its Affiliates or any of its or their respective officers, directors, employees, or agents; (b) such disclosure or use is expressly permitted under Section 10.3, 13.3 or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 10.3, each Party 13.2 Incyte shall be deemed to be both the Disclosing Party and the Receiving disclosing Party with respect to Product InformationInformation under Section 13.2 and Merus shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 13.1, to the extent Product Information is disclosed by Merus to Incyte pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article XIII, also constitute Confidential Information of Merus with respect to the use and disclosure of such Information by Merus, but (ii) the disclosure by EPIZYME Merus to EISAI Incyte of Product Information shall not cause such Product Information information to cease to be subject to the provisions of this Section 10.2 13.1 with respect to the use and disclosure of such Confidential Information by EPIZYMEMerus. In the event (A) this Agreement is terminated pursuant in its entirety or with respect to Article 13a Terminated Program, or (B) a Program becomes a Dropped Program under Section 4.8, this Section 10.2 13.1 shall have no continuing force or effecteffect with respect to the use or disclosure of such information solely in connection with Terminated Program(s) or Dropped Program (other than any such information relating to the Selected Monoclonal Antibodies), but the Product Information, to the extent disclosed by EPIZYME Incyte to EISAI Merus hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 10.1 and 10.3 Incyte for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 10.1 and this Section 10.2.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Merus N.V.), Collaboration and License Agreement (Incyte Corp)

Product Information. EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the TermEISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 10.39.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 10.39.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 10.2 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 1312, this Section 10.2 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 10.1 9.1 and 10.3 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 10.1 9.1 and this Section 10.29.2.

Appears in 2 contracts

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

Product Information. EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence The Parties recognize the importance of certain information establishing mutually agreeable rules and procedures concerning the disclosure and dissemination of EPIZYME. Accordingly, until the end of the Term, EPIZYME shall keep confidential, and not publish Information owned or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME either Party or EPIZYME Collaboration Know-How, in each case that are primarily applicable any of its Affiliates relating specifically to EZH2 or EZH2 Compounds [*] (the “Product Information”). For clarity, except Product Information includes any such Information generated by or on behalf of either Party or any of its Affiliates or disclosed by or on behalf of one Party or any of its Affiliates to the extent other Party or any of its Affiliates (including any such Information disclosed under an Existing Confidentiality Agreement), in each case whether prior to or during the Term of this Agreement. Except as [*] by this Article 13 or any other provision of this Agreement, each Party and its Affiliates shall have the right (a) the Product Information is to [*] to one or more Third Parties in the public domain through no fault of EPIZYME[*] and [*], subject to that Party’s obligations with respect to Third Party subcontractors pursuant to Sections 3.6, 6.8 and 7.9, and (b) such disclosure or to use is expressly permitted under Section 10.3, or (c) such disclosure or use is otherwise expressly permitted by [*] in any manner consistent with the terms and conditions (including any grant of a license or similar right provided in Articles 8 and 14) of this Agreement or any Ancillary Agreement. Without limitation to the foregoing, the disclosure of Product Information shall be subject to (i) the procedures for issuing press releases and other publicity [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended. that are set forth in Section 13.4 and (ii) in the case of the data and results of Clinical Trials and Nonclinical Studies with respect to any Collaboration Molecule or Product (whether conducted prior to or during the Term of this Agreement), the procedures and restrictions set forth in Section 13.5. For purposes In addition, the JSC may from time to time establish additional procedures or restrictions that govern disclosure of Section 10.3certain Product Information or use of certain disclosure channels, each Party provided all such procedures and restrictions shall be effective only to the extent they comply with Applicable Law. If this Agreement is terminated with respect to a particular Region or in its entirety, then any Product Information consisting of Regulatory Materials or Regulatory Approvals that are assigned to Medivation pursuant to Article 14 as result of such termination shall be deemed to be both the Disclosing Confidential Information of Medivation, and shall remain subject to Sections 13.2 and 13.3. The Parties acknowledge and agree that although this Section 13.1 is intended as a general matter to provide each Party and the Receiving Party its Affiliates with respect [*] to Product Information. For clarification, the disclosure by EPIZYME to EISAI determine [*] of Product Information (in each case in a manner consistent with this Section 13.1), it is the expectation of each Party that the other Party will at all times take into consideration the [*], in making any such disclosures. Notwithstanding anything contained in this Section 13.1 to the contrary, neither Party nor any of its Affiliates shall not cause such make disclosures of Product Information to cease to be subject to that [*] the provisions of other Party’s intellectual property (including trade secrets, unpublished Patent filings or invention disclosures) [*]. Nothing in this Section 10.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 13, this Section 10.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 10.1 and 10.3 for purposes of the surviving provisions of this Agreement. Each Party 13.1 shall be responsible for compliance deemed to prohibit either Party or any of its Affiliates from making such disclosures as, in such Party’s or its Affiliate’s reasonable judgment, are required by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 10.1 and this Section 10.2Applicable Law.

Appears in 1 contract

Samples: Collaboration Agreement (Medivation, Inc.)

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Product Information. EPIZYME Merus recognizes that by reason of, inter aliaamong other things, EISAIIncyte’s status as an exclusive licensee under this Agreement, EISAI Incyte has an interest in EPIZYMEMerus’s retention in confidence maintaining the confidentiality of certain information of EPIZYMEMerus. Accordingly, until during the end of the TermTerm applicable to a Program and except with respect to Program 1, EPIZYME Merus shall, and shall cause its Affiliates and its and their respective officers, directors, employees, and agents to, keep completely confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to fulfill EPIZYMEMerus’s obligations, or exercise EPIZYMEMerus’s rights, hereunder any EPIZYME Know-How Confidential Information Controlled by EPIZYME Merus or EPIZYME Collaboration Know-How, in each case that are primarily applicable any of its Affiliates specifically relating to EZH2 any Licensed Antibody or EZH2 Compounds Licensed Product (the “Product Information”), ; except to the extent (a) the Product Information is in the public domain through no fault of EPIZYMEMerus, its Affiliates or any of its or their respective officers, directors, employees, or agents; (b) such disclosure or use is expressly permitted under Section 10.3, 13.3 or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 10.3, each Party 13.2 Incyte shall be deemed to be both the Disclosing Party and the Receiving disclosing Party with respect to Product InformationInformation under Section 13.2 and Merus shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 13.1, to the extent Product Information is disclosed by Merus to Incyte pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article XIII, also constitute Confidential Information of Merus with respect to the use and disclosure of such Information by Merus, but (ii) the disclosure by EPIZYME Merus to EISAI Incyte of Product Information shall not cause such Product Information information to cease to be subject to the provisions of this Section 10.2 13.1 with respect to the use and disclosure of such Confidential Information by EPIZYMEMerus. In the event (A) this Agreement is terminated pursuant in its entirety or with respect to Article 13a Terminated Program, or (B) a Program becomes a Dropped Program under Section 4.8, this Section 10.2 13.1 shall have no continuing force or effect, but the Product Information, effect with respect to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information use or disclosure of EPIZYME, subject to the terms of Sections 10.1 and 10.3 for purposes of the surviving provisions such information solely in connection with Terminated 105 [**] = Portions of this Agreementexhibit have been omitted pursuant to a confidential treatment request. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, An unredacted version of this exhibit has been filed separately with the provisions of Section 10.1 and this Section 10.2Commission.

Appears in 1 contract

Samples: Collaboration and License Agreement (Incyte Corp)

Product Information. EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence The Parties recognize the importance of certain information establishing mutually agreeable rules and procedures concerning the disclosure and dissemination of EPIZYME. Accordingly, until the end of the Term, EPIZYME shall keep confidential, and not publish Information owned or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME either Party or EPIZYME Collaboration Know-How, in each case that are primarily applicable any of its Affiliates relating specifically to EZH2 or EZH2 Compounds [*] (the “Product Information”). For clarity, except Product Information includes any such Information generated by or on behalf of either Party or any of its Affiliates or disclosed by or on behalf of one Party or any of its Affiliates to the extent other Party or any of its Affiliates (including any such Information disclosed under an Existing Confidentiality Agreement), in each case whether prior to or during the Term of this Agreement. Except as [*] by this Article 13 or any other provision of this Agreement, each Party and its Affiliates shall have the right (a) the Product Information is to [*] to one or more Third Parties in the public domain through no fault of EPIZYME[*] and [*], subject to that Party’s obligations with respect to Third Party subcontractors pursuant to Sections 3.6, 6.8 and 7.9, and (b) such disclosure or to use is expressly permitted under Section 10.3, or (c) such disclosure or use is otherwise expressly permitted by [*] in any manner consistent with the terms and conditions (including any grant of a license or similar right provided in Articles 8 and 14) of this Agreement or any Ancillary Agreement. Without limitation to the foregoing, the disclosure of Product Information shall be subject to (i) the procedures for issuing press releases and other publicity that are set forth in Section 13.4 and (ii) in the case of the data and results of Clinical Trials and Nonclinical Studies with respect to any Collaboration Molecule or Product (whether conducted prior to or during the Term of this Agreement), the procedures and restrictions set forth in Section 13.5. For purposes In addition, the JSC may from time to time establish additional procedures or restrictions that govern disclosure of Section 10.3certain Product Information or use of certain disclosure channels, each Party provided all such procedures and restrictions shall be effective only to the extent they comply with Applicable Law. If this Agreement is terminated with respect to a particular Region or in its entirety, then any Product Information consisting of Regulatory Materials or Regulatory Approvals that are assigned to Medivation pursuant to Article 14 as result of such termination shall be deemed to be both the Disclosing Confidential Information of Medivation, and shall remain subject to Sections 13.2 and 13.3. The Parties acknowledge and agree that although this Section 13.1 is intended as a general matter to provide each Party and the Receiving Party its Affiliates with respect [*] to Product Information. For clarification, the disclosure by EPIZYME to EISAI determine [*] of Product Information (in each case in a manner consistent with this Section 13.1), it is the expectation of each Party that the other Party will at all times take into consideration the [*], in making any such disclosures. Notwithstanding anything contained in this Section 13.1 to the contrary, neither Party nor any of its Affiliates shall not cause such make disclosures of Product Information to cease to be subject to that [*] the provisions of other Party’s intellectual property (including trade secrets, unpublished Patent filings or invention disclosures) [*]. Nothing in this Section 10.2 13.1 shall be deemed to prohibit either Party or any of its Affiliates from making such disclosures as, in such Party’s or its Affiliate’s reasonable judgment, are required by Applicable Law. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with respect to the use Securities and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated Exchange Commission pursuant to Article 13, this Section 10.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 10.1 and 10.3 for purposes Rule 24b-2 of the surviving provisions Securities Exchange Act of this Agreement. Each Party shall be responsible for compliance by its Affiliates1934, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 10.1 and this Section 10.2as amended.

Appears in 1 contract

Samples: Collaboration Agreement (Medivation, Inc.)

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