Permitted Use and Disclosures. Notwithstanding the restrictions of Section 7.1, each party hereto may (a) use Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations or exercise its rights and licenses set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in (i) prosecuting or defending litigation pursuant to Article 8, (ii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iii) preparing, filing and prosecuting patent applications pursuant to this Agreement; in each case, provided that if a party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of the other party upon receipt of the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the other.
Appears in 3 contracts
Sources: Dry Workflow Purchase Agreement (Intermolecular Inc), Dry Workflow Purchase Agreement (Intermolecular Inc), Dry Workflow Purchase Agreement (Intermolecular Inc)
Permitted Use and Disclosures. Notwithstanding Receiving Party may use and disclose Disclosing Party’s Confidential Information to the restrictions of Section 7.1, each party hereto may extent (and only to the extent) such disclosure is reasonably necessary in the following instances:
(a) use Confidential Information disclosed in order to it by the comply with applicable Law or with a legal or administrative proceeding (including responding to a valid order of a court of competent jurisdiction or other competent authority);
(b) in connection with prosecuting or defending litigation or for Prosecuting Patents;
(c) in connection with obtaining Regulatory Approval of a Product to the extent necessary for that party such disclosure is made to a Regulatory Authority; and
(d) to its Affiliates and potential and actual contractors, Sublicensees and collaborators, potential and actual acquirers or assignees, potential and actual bankers, investors and lenders, and attorneys, accountants and other advisors in order to perform its obligations or to exercise its any license or other rights and licenses set forth in under this Agreement and (b) use or disclose Confidential Information disclosed Agreement. In the case of a disclosure pursuant to it by the other party to the extent such use or disclosure is reasonably necessary in (i) prosecuting Sections 5.4(a) or defending litigation 5.4(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to Article 8making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (ii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iii) preparing, filing and prosecuting patent applications pursuant to this Agreement; in each case, provided that if a party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applicationsSections 5.4(c) or 5.4(d), each of those named people and entities are required to comply with restrictions on use and disclosure at least as restrictive as those in Section 5.2 (other than potential and actual acquirers, assignees, bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable obligations of confidentiality). It is understood that either party may also disclose Notwithstanding the foregoing, Receiving Party assumes responsibility for those Persons maintaining Disclosing Party’s Confidential Information of in confidence and using the other party upon receipt of same only for the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the otherpurposes described herein.
Appears in 3 contracts
Sources: License Agreement (Caribou Biosciences, Inc.), License Agreement (Caribou Biosciences, Inc.), License Agreement (Intellia Therapeutics, Inc.)
Permitted Use and Disclosures. Notwithstanding the restrictions of Section 7.1, each party hereto Receiving Party may (a) use and disclose Disclosing Party’s Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations or exercise its rights (and licenses set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by the other party only to the extent extent) such use or disclosure is reasonably necessary in the following instances:
(ia) in order to comply with applicable law or with a legal or administrative proceeding (including responding to a valid order of a court of competent jurisdiction or other competent authority);
(b) in connection with prosecuting or defending litigation or for filing and prosecuting patents;
(c) in performing its obligations and exercising its rights under this Agreement; and
(d) to its Affiliates and potential and actual contractors, licensees and collaborators, potential and actual acquirers or assignees, potential and actual bankers, investors and lenders, and attorneys, accountants and other advisors in order to perform its obligations or to exercise any its rights under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the case of a disclosure pursuant to Article 8(i) Sections 6.4(a) or 6.4(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (ii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iii) preparing, filing and prosecuting patent applications pursuant to this Agreement; in each case, provided that if a party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applicationsSections 6.4(c) or 6.4(d), each of those named people and entities are required to comply with restrictions on use and disclosure at least as restrictive as those in Section 6.2 (other than potential and actual acquirers, assignees, bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable obligations of confidentiality). It is understood that either party may also disclose Notwithstanding the foregoing, Receiving Party assumes responsibility for those persons maintaining Disclosing Party’s Confidential Information of in confidence and using the other party upon receipt of same only for the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the otherpurposes described herein.
Appears in 2 contracts
Sources: Services Agreement (Intellia Therapeutics, Inc.), Services Agreement (Intellia Therapeutics, Inc.)
Permitted Use and Disclosures. Notwithstanding Receiving Party may use and disclose Disclosing Party’s Confidential Information to the restrictions of Section 7.1, each party hereto may extent (and only to the extent) such disclosure is reasonably necessary in the following instances:
(a) use Confidential Information disclosed in order to it by the comply with applicable Law or with a legal or administrative proceeding (including responding to a valid order of a court of competent jurisdiction or other competent authority);
(b) in connection with prosecuting or defending litigation or for Prosecuting Patents;
(c) in connection with obtaining Regulatory Approval of a Product to the extent necessary for that party such disclosure is made to a Regulatory Authority; and
(d) to its Affiliates and potential and actual contractors, Sublicensees and collaborators, potential and actual acquirers or assignees, potential and actual bankers, investors and lenders, and attorneys, accountants and other advisors in order to perform its obligations or to exercise its any license or other rights and licenses set forth in under this Agreement and (b) use or disclose Confidential Information disclosed Agreement. In the case of a disclosure pursuant to it by the other party to the extent such use or disclosure is reasonably necessary in (i) prosecuting Sections 5.4(a) or defending litigation 5.4(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to Article 8making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (ii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iii) preparing, filing and prosecuting patent applications pursuant to this Agreement; in each case, provided that if a party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applicationsSections 5.4(c) or 5.4(d), each of those named people and entities are required to comply with restrictions on use and disclosure at least as restrictive as those in Section 5.2 (other than potential and actual acquirers, assignees, bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable obligations of confidentiality). It is understood that either party may also disclose Notwithstanding the foregoing, Receiving Party assumes responsibility for those Persons maintaining Disclosing Party’s Confidential Information of in confidence and using the other party upon receipt of same only for the written consent to such disclosure by a duly authorized representative of the other partypurposes described herein. It is also understood that notwithstanding other provisions of this paragraphCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the otherAS AMENDED.
Appears in 2 contracts
Sources: License Agreement (Intellia Therapeutics, Inc.), License Agreement (Intellia Therapeutics, Inc.)
Permitted Use and Disclosures. Notwithstanding the restrictions of Section 7.1, each party hereto may (a) use Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations or exercise its rights and licenses set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in (i) prosecuting or defending litigation pursuant to Article 8, (ii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iii) preparing, filing and prosecuting patent applications pursuant to this Agreement; in each case, provided that if a party is required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of the other party upon receipt of the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. party is obligated to disclose Confidential Information to the other.
Appears in 1 contract
Sources: Dry Workflow Purchase Agreement
Permitted Use and Disclosures. Notwithstanding Except as expressly provided otherwise in this Agreement, the restrictions receiving Party may disclose Information of Section 7.1, each party hereto may the disclosing Party as expressly permitted by this Agreement (including Sections 6.1 and 6.3) and as follows:
(a) use Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations or exercise its rights and licenses set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in (i) prosecuting or defending litigation pursuant to Article 8, (ii) complying with applicable laws, governmental regulations or court orders or otherwise submitting information to tax or other governmental authorities authorities;
(b) to Third Parties under appropriate terms and conditions including the Securities confidentiality provisions substantially equivalent to those in this Agreement for consulting, Manufacture, Development, external testing, clinical trials and Exchange Commission)Commercialization with respect to Licensed Compounds and/or Licensed Products, or otherwise as is reasonably necessary to exercise the rights and licenses granted herein;
(iiic) preparingto employees, filing officers, directors and prosecuting patent applications pursuant agents of the receiving Party who have a need to know the Information for purposes of this Agreement, provided such employees, officers, directors and agents are bound by appropriate confidentiality obligations substantially equivalent to those in this Agreement;
(d) to licensees and collaboration partners of either Party, to potential licensees and collaboration partners in the context of a due diligence review; to actual and potential financial investors, lenders and acquirers, and to advisors and consultants, provided such Third Parties are bound by appropriate confidentiality obligations substantially equivalent to those in this Agreement; and
(e) to the extent such disclosure is reasonably necessary in each casefiling or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental or tax regulations, obtaining Regulatory Approval, and/or conducting preclinical or clinical studies; provided that that, if a party the receiving Party is required to make any such disclosuredisclosure of the disclosing Party’s Information, other than pursuant to a confidentiality agreementas expressly provided in this Agreement, it will give reasonable advance notice to the other party disclosing Party of such disclosure and and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information Information prior to its disclosure (whether through protective order orders or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of the other party upon receipt of the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the other.
Appears in 1 contract
Permitted Use and Disclosures. Notwithstanding the restrictions of Section 7.18.1, each party hereto receiving Party may (a) use Confidential Information disclosed to it by the other to the extent necessary for that party to perform its obligations or exercise its rights and licenses set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by of the other party disclosing Party only to the extent such use or disclosure is reasonably necessary (a) in the exercise of its rights or performance of its obligations hereunder, or (ib) in prosecuting or defending litigation pursuant to Article 8litigation, (ii) prosecuting Patents, complying with applicable laws, governmental regulations Laws or court orders or otherwise submitting information to tax Tax or other governmental authorities Governmental Authorities. The receiving Party may disclose the disclosing Party’s Confidential Information only to the receiving Party’s and its Affiliates’ respective directors, officers, employees, subcontractors, consultants or contractors (including the Securities and Exchange Commissioncollectively, “Representatives”), who have a need-to-know such information in order for the receiving Party to exercise its rights or (iii) preparing, filing and prosecuting patent applications pursuant to fulfill its obligations under this Agreement; in each case, provided that if a party is required the receiving Party shall hold all Representatives to make any such disclosure, other than pursuant written obligations of confidentiality with terms and conditions at least as protective of the disclosing Party’s Confidential Information as those set forth in this Agreement. Catalyst shall have the right to a confidentiality agreement, it will give reasonable advance notice to the other party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of ▇▇▇▇▇▇▇ and both Parties shall have the other party upon receipt of right to disclose the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions terms of this paragraphAgreement to its actual or prospective collaborators, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patentlicensees, patent applicationsublicensees, underwriters, investors, advisors, lenders, or other document financing sources or to strategic partners, and who in each case have a need to know such Confidential Information or terms of this Agreement and who are bound by reasonable obligations of confidentiality and restrictions on non-use. In addition, ▇▇▇▇▇▇▇ shall have the right to disclose Transferred Assets-related Confidential Information that is accessible transferred by individuals not subject ▇▇▇▇▇▇▇ to an agreement requiring that Catalyst hereunder to ▇▇▇▇▇▇▇’ actual or prospective collaborators, licensees, sublicensees or strategic partners, who in each case have a need to know such Confidential Information in connection with Exploitation of Licensed Product, Compound or Licensed IP outside the individuals maintain such document in confidenceTerritory and who are bound by reasonable obligations of confidentiality and restrictions on non-use. It is also understood that unless expressly required Nothing in this Agreement, neither party is obligated to disclose Section 8.2 shall prevent or restrict the use or disclosure by ▇▇▇▇▇▇▇ and its Affiliates of any Confidential Information of ▇▇▇▇▇▇▇ or the Licensed IP to develop, manufacture, have manufactured, commercialize or otherwise Exploit Products outside the otherTerritory.
Appears in 1 contract
Sources: License and Asset Purchase Agreement (Catalyst Pharmaceuticals, Inc.)
Permitted Use and Disclosures. Notwithstanding the restrictions of Section 7.18.1, each party hereto may (a) use Confidential Information disclosed to it by the other another party to the extent necessary for that party to perform its obligations or exercise its rights and licenses undertake the activities set forth in this Agreement the Development Plan and (b) use or disclose Confidential Information disclosed to it by the such other party to the extent such use or disclosure is reasonably necessary in (i) exercising the rights and licenses granted hereunder, (ii) prosecuting or defending litigation pursuant to Article 8litigation, (iiiii) complying with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental authorities (including the Securities and Exchange Commission), or (iiiiv) preparing, filing and prosecuting patent applications pursuant to this Agreementapplications; in each case, provided that if a party is Intermolecular Confidential required to make any such disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other disclosing party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either any party may also disclose the Confidential Information of the other a disclosing party upon receipt of the written consent to such disclosure by a duly authorized representative of the other disclosing party. It is also understood that notwithstanding other provisions For purposes of this paragraphSection 8, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets SanDisk and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not Toshiba may (subject to an agreement requiring the limitations of use applicable to employees of SanDisk, Toshiba or their Affiliates) use third party contractors retained by SanDisk, Toshiba or their Affiliates as applicable, that the individuals maintain have entered into appropriate non-disclosure agreements with SanDisk, Toshiba or their Affiliates, as applicable, and with Intermolecular where such document in confidence. It is also understood that unless expressly required in this Agreement, neither third party is obligated to disclose Confidential Information contractors have direct access to the otherCDP or have been provided to the Intermolecular Confidential Information. SanDisk and Toshiba shall be responsible for their respective breaches of this Section 8 by such third party contractors to the same extent as for SanDisk, Toshiba and their Affiliates respective employees.
Appears in 1 contract
Sources: Collaborative Development Program Agreement (Intermolecular Inc)