Common use of Restricted Access Clause in Contracts

Restricted Access. CHEMGENICS and WYETH-AYERST each agree that any disclosure of the other party's Confidential Information to any of its officers, employees, consultants or agents or those of any of its Affiliates and licensees and sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement with respect to the Field, shall be limited to the maximum extent possible consistent with such rights and responsibilities and shall only be made to persons who are bound by written confidentiality agreements to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. CHEMGENICS and WYETH-AYERST, for themselves and their Affiliates, each agree not to disclose the other party's Confidential Information to any third parties under any circumstance without prior written approval from the other party, except as required in any patent application or patent prosecution, in any application for regulatory approval for testing, manufacture or sale of an Antibacterial Product subject to this Agreement, or as otherwise required by law, and except as otherwise reasonably required to exercise such party's rights under this Agreement. However, before disclosing the other party's Confidential Information in connection with a patent application, patent prosecution or regulatory application or as otherwise required by law, the disclosing party shall provide a copy of such intended disclosure to the other party. If the other party so requests and where permitted by law or regulation, the disclosing party shall redact such portion of the intended disclosure as reasonably requested. Each party shall take such action, and shall cause its Affiliates and licensees and sublicensees to take such action, to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, less than reasonable care. Each party, upon the other's request, will return all the Confidential Information disclosed to it by the other party pursuant to this Agreement, including all copies and extracts of documents, within sixty (60) days of the request following the termination of this Agreement; provided that a party may retain Confidential Information of the other party relating to any license or right to use Technology which survives such termination and one copy of all other Confidential Information may be retained in confidential and inactive archives solely for the purpose of establishing the contents thereof.

Restricted Access. CHEMGENICS SIGA and WYETH-AYERST each agree that any disclosure of the other party's Confidential Information to any of its officers, employees, consultants or agents or those of any of its Affiliates and Affiliates, licensees and sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement with respect to the FieldAgreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities and shall only be made to persons who are bound by written like obligations of confidentiality agreements to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreementlimited use. CHEMGENICS Accordingly, SIGA and WYETH-AYERST, for themselves and their Affiliates, each agree not to disclose the other party's Confidential Information to any third parties under any circumstance without prior written approval from the other party, party except as required in any patent application or patent prosecution, in any application for regulatory approval for testing, manufacture or sale of an Antibacterial a Licensed Product subject to this Agreement, or as otherwise required by law, and except as otherwise reasonably required to exercise such party's rights under this Agreement. However, before disclosing the other party's Confidential Information in connection with a patent application, patent prosecution or regulatory application or as otherwise required by law, the disclosing party shall provide a copy of such intended disclosure to the other party. If the other party so requests and where permitted by law or regulation, the disclosing party shall redact such portion of the intended disclosure as reasonably requested. Each party shall take such action, and shall cause its Affiliates and Affiliates, licensees and sublicensees to take such action, to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, less than reasonable care. Each party, upon the other's request, will return all the Confidential Information disclosed to it by the other party pursuant to this Agreement, including all copies and extracts of documents, within sixty (60) days of the request following the termination of this Agreement; provided that a party may retain Confidential Information of the other party relating to any license or right to use Technology which survives such termination and one copy of all other Confidential Information may be retained in confidential and inactive archives solely for the purpose of establishing the contents thereof.

Restricted Access. CHEMGENICS and WYETH-AYERST each agree that At any disclosure of time, Viber may block access to the other party's Confidential Information Viber Properties (or any part thereof) and/or temporarily or permanently limit, suspend or terminate such access, for any reason, at its sole discretion, in addition to any of its officersother remedies that may be available to it under any applicable law, employees, consultants or agents or those of without assuming any of its Affiliates and licensees and sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement responsibility with respect to or in connection with such actions. All information disclosed by either Party (“Disclosing Party”) to the Fieldother Party (“Receiving Party”), including without limitation, reports, new features and products, user information and statistics, prior to or during the term of these Terms, whether in writing, orally or in any other form which is not in the public domain (“Confidential Information”), shall be limited to held by the maximum extent possible consistent with such rights Receiving Party in absolute confidence, and responsibilities Receiving Party shall take all reasonable and shall only be made to persons who are bound by written confidentiality agreements to maintain necessary safeguards (affording the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. CHEMGENICS and WYETH-AYERST, for themselves and their Affiliates, each agree not to disclose at least the other party's Confidential Information to any third parties under any circumstance without prior written approval from the other party, except as required in any patent application or patent prosecution, in any application for regulatory approval for testing, manufacture or sale same level of an Antibacterial Product subject to this Agreement, or as otherwise required by law, and except as otherwise reasonably required to exercise such party's rights under this Agreement. However, before disclosing the other party's Confidential Information in connection with a patent application, patent prosecution or regulatory application or as otherwise required by law, the disclosing party shall provide a copy of such intended disclosure to the other party. If the other party so requests and where permitted by law or regulation, the disclosing party shall redact such portion of the intended disclosure as reasonably requested. Each party shall take such action, and shall cause its Affiliates and licensees and sublicensees to take such action, to preserve the confidentiality of each other's Confidential Information as protection that it would customarily take to preserve the confidentiality of affords its own information Confidential Information, and in no event, event less than a reasonable degree of care) to prevent the disclosure of such Confidential Information to Third Parties. Each partyReceiving Party shall limit its disclosure of Confidential Information to employees or consultants who have a “need to know” for the purposes of fulfilling their obligations under these Terms. The provisions of this paragraph shall survive termination or expiration of these Terms, upon for any reason whatsoever. Confidential Information shall not include information that: (1) is already known to the other's requestReceiving Party at the time of disclosure, will return all as such may be evidenced in the Receiving Party’s written records; (2) is or becomes known to the general public through no act or omission of the Receiving Party in breach of these Terms; (3) is disclosed to the Receiving Party by a Third Party who is not in breach of an obligation of confidentiality; (4) information that was or is independently developed by the Receiving Party without use of or reference to any of the Confidential Information Information, as such may be evidenced in the Receiving Party’s written records; or (5) information that is disclosed pursuant to it a court order, provided that the Receiving Party notifies the Disclosing Party of such order and uses reasonable efforts to limit such disclosure only to the extent required. Either Party shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of any of the confidentiality provisions herein by the other party pursuant to this AgreementParty or any of its employees, including all copies and extracts of documentsdirectors, within sixty (60) days officers, agents, consultants, contractors or affiliates. Such remedy shall not be the exclusive remedy for any breach of the request following the termination of this Agreement; provided that a party may retain Confidential Information of the other party relating confidentiality provisions herein, but shall be in addition to any license or right to use Technology which survives such termination and one copy of all other Confidential Information may be retained rights and remedies available at law or in confidential and inactive archives solely for the purpose of establishing the contents thereofequity.