Common use of Return of Confidential Information Clause in Contracts

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 4 contracts

Samples: License Agreement (Arcutis Biotherapeutics, Inc.), License Agreement (Arcutis Biotherapeutics, Inc.), Confidential Treatment (Biohaven Pharmaceutical Holding Co Ltd.)

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Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.19.1.

Appears in 4 contracts

Samples: Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1until [***].

Appears in 4 contracts

Samples: License Agreement, License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.)

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reasonreason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated Target, either Party may request in writing each case (of (a) and the non-requesting Party shall either, (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this AgreementAgreement each Party will, at upon and in accordance with the requesting other Party’s electionrequest in writing, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall will be permitted to retain such Confidential Information (xA) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yB) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall will continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 4 contracts

Samples: Schedules and Exhibits (Mersana Therapeutics, Inc.), License Agreement, License Agreement (Mersana Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall eithereither (at the non-requesting Party’s election), with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, Party all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.19.1.

Appears in 3 contracts

Samples: License and Collaboration Agreement (DiCE MOLECULES HOLDINGS, LLC), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.)

Return of Confidential Information. Upon the effective date written request of the expiration or termination of this Agreement for any reasona Party, either Party may request in writing and the non-requesting Party following the termination of this Agreement shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1‎9.1.

Appears in 2 contracts

Samples: License Agreement (AC Immune SA), License Agreement (AC Immune SA)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reasonreason other than termination pursuant to Section 9.2.1 or Section 9.2.2, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to at the requesting Party’s election: (a) promptly destroy all copies of Confidential Information in the possession of the non-requesting Party to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party Agreement and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding Party to which the foregoingnon-requesting Party does not retain rights under the surviving provisions of this Agreement; provided, however, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes and (y) purposes. Notwithstanding the foregoing, the non-requesting Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such the non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such the non-requesting Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1, unless this Agreement is terminated pursuant to Section 9.2.1 or Section 9.2.2, in which case such Confidential Information shall be subject to the terms of Article 8 of the License Agreement.

Appears in 2 contracts

Samples: Option Agreement (Trevena Inc), Option Agreement (Trevena Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-non- requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.16.1 (Confidentiality Obligations).

Appears in 2 contracts

Samples: License Agreement (Dermavant Sciences LTD), License Agreement (Dermavant Sciences LTD)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reasonreason in its entirety, or with respect to a Product, either Party may request in writing and the non-requesting Party shall either(at the non-requesting Party’s election), with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this AgreementAgreement (if applicable, at with respect to the requesting Party’s election, (iterminated Region or terminated Product) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.111.1.

Appears in 2 contracts

Samples: , Development and Commercialization Agreement (Revolution Medicines, Inc.), , Development and Commercialization Agreement (Revolution Medicines, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall eitherbut subject to ARTICLE XIII, with respect to Confidential Information to which such non-requesting a Party does not retain rights under the surviving provisions of this Agreement, upon and in accordance with the other Party’s request in writing, the non- requesting Party will, at the requesting Party’s election, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall will be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall will continue to be subject to the terms of this Agreement for the period set forth in Section 6.19.1.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Codiak BioSciences, Inc.), Collaboration and License Agreement (Codiak BioSciences, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this AgreementAgreement each Party shall, at upon and in accordance with the requesting other Party’s electionrequest in writing, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.110.1.

Appears in 2 contracts

Samples: Commercial License Agreement (Mersana Therapeutics, Inc.), Commercial License Agreement (Mersana Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reasonreason in its entirety, with respect to a Region, or with respect to a Program, either Party may request in writing and the non-requesting Party shall eithereither (at the non-requesting Party’s election), with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this AgreementAgreement (if applicable, at with respect to the requesting Party’s election, terminated Region or terminated Program): (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, Party all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.11.1. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission

Appears in 2 contracts

Samples: License and Collaboration Agreement (MyoKardia Inc), License and Collaboration Agreement (MyoKardia Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the non-requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 2 contracts

Samples: License Agreement (Titan Pharmaceuticals Inc), License Agreement (Midatech Pharma PLC)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.114.1.

Appears in 2 contracts

Samples: License Agreement, License Agreement (Inovio Pharmaceuticals, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement or an applicable Project Schedule for any reason, or at any time during the Term, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, Agreement or any Project Schedule: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such (i) Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder or under any Project Schedule or with respect to which a Party has a continuing license or ownership right hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-non- Page 51 of 84 requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.111.1.1.

Appears in 2 contracts

Samples: Master Collaboration Agreement (ArcherDX, Inc.), Master Collaboration Agreement (ArcherDX, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain license rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 2 contracts

Samples: License Agreement (PhaseBio Pharmaceuticals Inc), License Agreement (PhaseBio Pharmaceuticals Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to at the requesting Party’s election: (a) promptly destroy all copies of Confidential Information in the possession of the non-requesting Party to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party Agreement and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding Party to which the foregoingnon-requesting Party does not retain rights under the surviving provisions of this Agreement; provided, however, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes and (y) purposes. Notwithstanding the foregoing, the non-requesting Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such the non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such the non-requesting Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.2.

Appears in 2 contracts

Samples: License Agreement (Trevena Inc), License Agreement (Trevena Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information retained under this Clause 7.6 (Return of Confidential Information) shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1Clause 7.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: License Agreement (Nabriva Therapeutics PLC)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement or the Work Plan for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the other Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at Agreement or the requesting Party’s election, Work Plan: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful [***] for purposes of performing any continuing obligations or exercising any ongoing rights hereunder or under the Work Plan and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1.1.

Appears in 1 contract

Samples: Strategic Collaboration Agreement (Allogene Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 1 contract

Samples: License Agreement (Osmotica Pharmaceuticals PLC)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-non- requesting Party shall either, with respect to Confidential Information to which such non-non- requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.19.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: Development Collaboration Agreement (AUM Biosciences LTD)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing writing, and the non-requesting other Party shall either, with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more terminated countries within the Territory but not in its entirety, solely to the extent relating to such terminated countries within the Territory) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party shall be permitted to retain such Confidential Information (x) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination. Notwithstanding the foregoing, in any event, a single such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (y) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.113.3.2.

Appears in 1 contract

Samples: Exclusive License Agreement (Felicitex Therapeutics Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information Information: (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes purposes; and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 1 contract

Samples: Development and Commercialization Agreement (TenX Keane Acquisition)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.110.1.

Appears in 1 contract

Samples: Development and Distribution Agreement (Surmodics Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to at the requesting Party’s election: (a) promptly destroy all copies of Confidential Information in the possession of the non-requesting Party to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party Agreement and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding Party to which the foregoingnon-requesting Party does not retain rights under the surviving provisions of this Agreement; provided, however, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes and (y) purposes. Notwithstanding the foregoing, the non-requesting Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such the non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such the non-requesting Party’s standard archiving and back-up procedures, as well as one copy for legal, regulatory or corporate governance purposes, but not for any other uses use or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.16.2.1.

Appears in 1 contract

Samples: License Agreement (Medivation, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination (but not expiration) of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to (a) retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy copies of such Confidential Information for archival purposes and (yb) retain any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: Research and License Agreement (Akebia Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the termination or expiration or termination of this Agreement for any reason, either Party may request in writing and reason with respect to a Designated Target (with termination or expiration of the non-requesting Party shall eitherentire Agreement being deemed termination or expiration of all Designated Targets), with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at each Party will, upon and in accordance with the requesting other Party’s electionrequest in writing, either: (i) promptly destroy all copies of such Confidential Information of the requesting Party related to such Designated Target in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information of the requesting Party related to such Designated Target in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall will be permitted to retain such Confidential Information (xA) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yB) in any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall will continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1.

Appears in 1 contract

Samples: Collaboration and Commercial License Agreement (Mersana Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information of the Disclosing Party to which such non-requesting the Receiving Party does not retain rights under the surviving provisions of this Agreement, at upon the written request of the Disclosing Party (the requesting Party), the Receiving Party (the non-requesting Party) shall use Diligent Efforts to either, at the non-requesting Party’s election, option: (ia) promptly destroy all copies of such Confidential Information of the requesting Party in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.110.1.

Appears in 1 contract

Samples: Research Collaboration and License Agreement (Mersana Therapeutics, Inc.)

Return of Confidential Information. Upon After the effective date of the termination or expiration or termination of this Agreement for any reason, either Party may in the event that the License Agreement is not executed, upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly [****] destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party or its Affiliates (other than the terms of this Agreement) and confirm such destruction in writing to the requesting Party or (iib) promptly [****] deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting PartyParty or its Affiliates (other than the terms of this Agreement). Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information so retained shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.14.1.

Appears in 1 contract

Samples: Exclusive Option Agreement (Aldeyra Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.110.1.

Appears in 1 contract

Samples: Collaboration and License Agreement (REGENXBIO Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy (with written confirmation) all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: License Agreement (Genelux Corp)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain license rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-non- requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 1 contract

Samples: License Agreement (PhaseBio Pharmaceuticals Inc)

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Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing writing, and the non-requesting Party shall eithershall, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s 's election, (ia) promptly destroy all copies of such Confidential Information in the possession or control Control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s 's sole cost and expense, all copies of such Confidential Information in the possession or control Control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s 's automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s 's standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information retained under this Clause 7.6 (Return of Confidential Information) shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1Clause 7.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: License Agreement (Arqule Inc)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the non-requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 1 contract

Samples: License Agreement (Vir Biotechnology, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing writing, and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm certify such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information solely (x) to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes hereunder; and (y) as already included in any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up proceduresprocedures in the ordinary course of business, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up proceduresprocedures and available solely to such non-requesting Party’s information technology specialists (and not to its Representatives generally); but in each case ((x) and (y)), but and all other cases, not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 1 contract

Samples: Exclusive License Agreement (Disc Medicine, Inc.)

Return of Confidential Information. Upon Following the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreementshall, at the requesting Party’s election, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1.

Appears in 1 contract

Samples: License Agreement (UroGen Pharma Ltd.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall eithershall, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, subject to the terms of the Nektar Agreement, the non-requesting Party shall be permitted to retain (i) such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes or to comply with Applicable Law and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.112.2.

Appears in 1 contract

Samples: License Agreement (RedHill Biopharma Ltd.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement or under the Multi-Target Agreement, at each Party shall, upon and in accordance with the requesting other Party’s electionrequest in writing, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1. In addition, in the case of any expiration or termination of this Agreement, MTEM shall promptly deliver to Takeda at Takeda’s sole cost and expense any and all materials within the Takeda Program IP, including any master cell banks, working cell banks and fusion proteins that contain or encode any targeting moiety within the Takeda Program Know-How or Takeda Background Know-How.

Appears in 1 contract

Samples: Development Collaboration and Exclusive License Agreement (Molecular Templates, Inc.)

Return of Confidential Information. Upon Following the effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreementshall, at the requesting Party’s election, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such [*] = 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 406 of the Securities Act of 1933, as amended. Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1.

Appears in 1 contract

Samples: License Agreement (UroGen Pharma Ltd.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either the Disclosing Party may request in writing and the non-requesting Receiving Party shall either, with respect to Confidential Information of the Disclosing Party to which such non-requesting Receiving Party does not retain rights under the surviving provisions of this Agreement, at the requesting Disclosing Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Receiving Party and confirm such destruction in writing to the requesting Disclosing Party or (iib) promptly deliver to the requesting Disclosing Party, at the non-requesting Receiving Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Receiving Party. Notwithstanding the foregoing, the non-requesting Receiving Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Receiving Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Receiving Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 1 contract

Samples: License Agreement (Aridis Pharmaceuticals, Inc.)

Return of Confidential Information. Upon the effective date of the Subject to Section 11.3.2, upon any expiration or termination of this Agreement for any reasonAgreement, either if requested by a Party may request in writing and writing, the non-requesting Party shall either, with respect to Confidential Information to which such at the non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, option: (ia) promptly destroy all copies of such the requesting Party’s Confidential Information in the possession or under the control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or under the control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (i) such Confidential Information (x) to the extent reasonably necessary or useful for purposes of exercising any surviving rights or performing any continuing surviving obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures; provided, but not for any other uses or purposes. All clarity, that all retained Confidential Information shall continue to be subject to the terms provisions of this Agreement Sections 8.1 and 8.2 for the period set forth in Section 6.18.1.1.

Appears in 1 contract

Samples: Clinical Study Collaboration and Supply Agreement (IDEAYA Biosciences, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either the Disclosing Party may request in writing and the non-requesting Receiving Party shall either, with respect to Confidential Information of the Disclosing Party to which such non-requesting Receiving Party does not retain rights under the surviving provisions of this Agreement, at the requesting Disclosing Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Receiving Party and confirm such destruction in writing to the requesting Disclosing Party or (iib) promptly deliver to the requesting Disclosing Party, at the non-requesting Receiving Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Receiving Party. Notwithstanding the foregoing, the non-requesting Receiving Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or obligations, exercising any ongoing rights hereunder hereunder, or complying with Applicable Law, and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Receiving Party’s automatic archiving and back-back- up procedures, to the extent created and retained in a manner consistent with such non-requesting Receiving Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 1 contract

Samples: License Agreement (Ovid Therapeutics Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement in its entirety for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such the requesting Party’s Confidential Information (other than Joint Know-How) in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information (other than Joint Know-How) in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.112.1.

Appears in 1 contract

Samples: License and Collaboration Agreement (I-Mab)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1clause 15.1.

Appears in 1 contract

Samples: License Agreement (Innate Pharma SA)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.16.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: License Agreement (Sierra Oncology, Inc.)

Return of Confidential Information. Upon After the effective date of the expiration or termination (but not expiration) of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly [****] destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party Party, its Affiliates or its or their (sub)licensees/Sublicensees (other than Joint Know-How and the terms of this Agreement) and confirm such destruction in writing to the requesting Party or (iib) promptly [****] deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such the requesting Party’s Confidential Information in the possession or control Control of the non-requesting Party, its Affiliates or its or their (sub)licensees/Sublicensees (other than Joint Know-How and the terms of this Agreement). Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (x) such Confidential Information (x) to the extent necessary or [****] useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1.

Appears in 1 contract

Samples: Exclusive Option Agreement (Aldeyra Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (xi) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes purposes, and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All retained or archived Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.18.1 (Confidentiality Obligations).

Appears in 1 contract

Samples: License and Collaboration Agreement (Cullinan Oncology, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to return of its Confidential Information to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement, and the non-requesting Party shall, at the requesting Party’s its election, either (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.

Appears in 1 contract

Samples: License Agreement (Omeros Corp)

Return of Confidential Information. Upon the expiration or effective date of the expiration or termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (i) promptly destroy all copies of such any Confidential Information of the requesting Party in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been 20 ****** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.17.1.

Appears in 1 contract

Samples: Research Collaboration Agreement (Organovo Holdings, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this the Agreement with respect to, as the case may be, any Research mAb2 or Subject mAb2 for any reason, either Party may request in writing and the non-requesting receiving Party shall either, with respect promptly return or destroy (and shall cause its Representatives to Confidential Information to which such non-requesting Party does not retain rights under do the surviving provisions same) all tangible items containing or consisting of this Agreement, at the requesting disclosing Party’s election, (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Information; provided that each Party shall be permitted have the right to retain such Confidential Information (x) to the extent necessary or useful for purposes purpose of performing any continuing obligations or exercising any ongoing surviving rights hereunder in accordance with the Agreement, and, in any event, a single copy of such Confidential Information for archival purposes may be retained by the receiving Party in a secured location (to which the terms and conditions of the Agreement shall continue to apply), solely to the extent necessary to allow the receiving Party to ensure its continued compliance with the Agreement and (y) in any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this the Agreement for the period set forth in Section 6.113.2.

Appears in 1 contract

Samples: License and Collaboration Agreement (F-Star Therapeutics, Inc.)

Return of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing writing, and the non-requesting other Party shall either, with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more terminated countries within the Territory but not in its entirety, solely to the extent relating to such terminated countries within the Territory) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party shall be permitted to retain such Confidential Information (x) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination. Notwithstanding the foregoing, in any event, a single such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (y) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.1.13.3.2. Exhibit D

Appears in 1 contract

Samples: Exclusive License Agreement (Felicitex Therapeutics Inc.)

Return of Confidential Information. Upon the effective date of the expiration or any termination of this Agreement for any reason, either Party may upon the written request in writing and of a Party, the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, at the requesting Party’s election, : (ia) promptly destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party (other than Joint Know-How and the terms of this Agreement) and confirm such destruction in writing to the requesting Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting PartyParty (other than Joint Know-How and the terms of this Agreement). Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (i) such Confidential Information (x) to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (yii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 6.110.1.

Appears in 1 contract

Samples: License Agreement (Xilio Therapeutics, Inc.)

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