Common use of Exchange of Information Confidentiality Clause in Contracts

Exchange of Information Confidentiality. 9.1 RPR has provided R&D with all RPR know-how available. RPR shall also be under a continuing obligation to provide R&D promptly with all RPR know- how during the Agreement Period. R&D also shall be under a continuing obligation to provide RPR promptly with all R&D Know-how during the Agreement Period. 9.2 R&D and/or its subdistributors shall be allowed to use free of charge the RPR know-how in the R&D-Territory for their development and marketing efforts. RPR shall be allowed to use free of charge the R&D know-how and to have the R&D know-how used free of charge in its own territory for its development and marketing efforts. 9.3 R&D agrees that during the validity of this Agreement and for a period of five (5) years from the date of termination of this Agreement it shall: a) not disclose RPR know-how provided pursuant to Article 9.1. and R&D know-how to third parties except to the U.S. Ministry of Health and Welfare and other governmental authorities, or Affiliates, subdistributors and consultants of R&D pursuant to a non-disclosure commitment; and b) take such precautions with RPR know-how as it normally takes with its own confidential and proprietary information to prevent disclosure to third parties (except Affiliates and consultants as above). 9.4 RPR agrees that during the validity of the Agreement Period and for the period of five (5) years from the date of termination of this Agreement it shall: a) not disclose R&D know-how pursuant to Article 9.1. to third parties except to any governmental authorities or licensees its territory. Affiliates and consultants of RPR, pursuant to a non-disclosure commitment; and b) take such precautions with R&D know-how as it normally takes with its own confidential and proprietary information to prevent disclosure to third parties (except Affiliates and consultants as above). 9.5 The obligations of RPR and R&D under Articles 9.3. and 9.4. shall not, in any event, apply to any information which: a) at the time of disclosure is or thereafter becomes available to the public in published literature or otherwise through no fault of either party; or b) was known to, or otherwise in the possession of, either party or an Affiliate prior to the receipt of such information from the other party; or c) is obtained by either party from a source other than one of the parties and other than one who would be breaching a commitment of confidentiality to one party by disclosing such information to the other party. d) derive from clinical trials and are necessary and useful to fullfill marketing purposes provided the disclosure is not damaging the Product.

Exchange of Information Confidentiality. 9.1 RPR has provided R&D with 3.1 Promptly after the EFFECTIVE DATE, BDSI agrees to make available to SIGMA-TAU all RPR knowthe KNOW-how availableHOW. 3.2 To the best of BDSI’s knowledge, BDSI represents and warrants that the PATENTS are in full force and effect and have been maintained to date. RPR BDSI shall also be under a continuing obligation periodically disclose to provide R&D promptly with all RPR know- how SIGMA-TAU on an ongoing basis during the Agreement Period. R&D also shall be under a continuing obligation to provide RPR promptly with all R&D Know-how during the Agreement Period. 9.2 R&D and/or its subdistributors shall be allowed to use free of charge the RPR know-how in the R&D-Territory for their development and marketing efforts. RPR shall be allowed to use free of charge the R&D know-how and to have the R&D know-how used free of charge in its own territory for its development and marketing efforts. 9.3 R&D agrees that during the validity term of this Agreement any other PATENTS and for a period KNOW-HOW under the CONTROL of five (5) years from BDSI useful to SIGMA-TAU in order to develop, register, make, have made, use and commercialize the date PRODUCTS in the FIELD in the TERRITORY. 3.3 It is acknowledged and agreed that the existing and/or already conceived inventions, discoveries and technologies of termination SIGMA-TAU and BDSI are their separate property and are not affected by this Agreement. Any and all inventions, discoveries or improvements, whether patentable or not, relating to cochleated COMPOUNDS and any analogs or derivatives thereof conceived and/or reduced to practice solely or jointly by employees of BDSI and/or SIGMA-TAU under this Agreement it shall: a(“Inventions”) not disclose RPR knowshall be the sole and exclusive property of SIGMA-how TAU, provided pursuant to Article 9.1. and R&D know-how to third parties except that any Inventions consisting of improvements to the U.S. Ministry PATENTS and KNOW-HOW that exist independently of Health the COMPOUNDS (the “BDSI Technology Inventions”) shall be the sole and Welfare exclusive property of BDSI. The Parties shall execute any and all agreements, including assignments or licenses as appropriate, to effectuate ownership as contemplated by this Section 3.3. The Parties agree to maintain common ownership between patentably indistinct Inventions. 3.4 In order to facilitate the flow of information between the parties under this Agreement, the parties shall form a STEERING COMMITTEE composed of an even number of members equally designed by each of the parties. The STEERING COMMITTEE shall use its commercially reasonable efforts ensure a good communication and the necessary flow of information between the parties. Meetings of the STEERING COMMITTEE shall be held at locations designated by the parties on a quarterly basis or as the STEERING COMMITTEE may otherwise deem necessary and may be held by teleconference or videoconference. At these meetings, progress of the work over the preceding period shall be discussed and the parties will discuss, formulate and agree to plans, including but not limited to the DEVELOPMENT PLAN (as defined in Section 4.1 below) and other governmental authorities, or Affiliates, subdistributors plans and consultants of R&D pursuant to a non-disclosure commitment; and b) take such precautions with RPR know-how as it normally takes with its own confidential and proprietary information to prevent disclosure to third parties (except Affiliates and consultants as above). 9.4 RPR agrees that during strategy for achieving the validity goals of the Agreement Period collaboration. Also, at these meetings each party will supply the other with progress reports summarizing any and for all pre-clinical, clinical and technical activities conducted over the period of five (5) years from the date of termination of this Agreement it shall: a) not disclose R&D knowprior three-how pursuant to Article 9.1month period. to third parties except to any governmental authorities or licensees its territory. Affiliates and consultants of RPR, pursuant to a non-disclosure commitment; and b) take such precautions with R&D know-how as it normally takes with its own confidential and proprietary information to prevent disclosure to third parties (except Affiliates and consultants as above). 9.5 The obligations of RPR and R&D under Articles 9.3. and 9.4. shall not, in any event, apply to any information which: a) at the time of disclosure is or thereafter becomes available to the public in published literature or otherwise through no fault of either party; or b) was known to, or otherwise in the possession ofAt these meetings, either party or an Affiliate prior shall be entitled to the receipt of such information ask and to receive from the other party; or c) is obtained by either party from a source other than one any detail on any and all aspects of the parties and other than one who would be breaching a commitment of confidentiality to one party activities performed by disclosing such information to the other party. d3.5 SIGMA-TAU and BDSI agree to keep and have kept in strict confidence all Confidential Information (as defined below) derive received from clinical trials the other party under the terms of this Agreement. SIGMA-TAU and are BDSI agree to use Confidential Information only for the purposes of this Agreement and pursuant to the rights granted to, respectively, SIGMA-TAU and BDSI under this Agreement and in no way harmful to or competitive with the other party. In particular, SIGMA-TAU and BDSI agree not to disclose such information and data to any third party other than: (i) their respective AFFILIATED COMPANIES; or (ii) their respective officers, directors, employees, AFFILIATES, agents and representatives, but solely to the extent necessary for furthering the purposes of this Agreement, provided that any such person or entity agrees in writing to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. SIGMA-TAU acknowledges that, in addition to protecting the legitimate business purposes of the parties hereto, a purpose of the foregoing confidentiality provisions is so that BDSI may maintain compliance with Regulation FD promulgated by the Securities and useful Exchange Commission. Notwithstanding the foregoing, each party may disclose Confidential Information: (i) to fullfill marketing any AGENCY to the extent that such disclosure: (A) is necessary for the purposes provided of this Agreement and/or (B) is legally required or (ii) pursuant to any subpoena or valid order of a court or any other governmental body. The receiving party may only make the foregoing permitted disclosures if it limits disclosure is not damaging to that purpose, after giving the Productdisclosing party prompt written notice of any instance of such a requirement in reasonable time for the disclosing party to take steps to object to or to limit such disclosure. In the event of disclosures required by law, the receiving party shall cooperate with the disclosing party as reasonably requested thereby.