Common use of Permitted Use of Confidential Information Clause in Contracts

Permitted Use of Confidential Information. 6.3.1 A Receiving Party will hold and use Confidential Information received by it for the sole purpose of performing its duties under this Agreement, the Collaboration Agreement and/or the Contribution Agreement, which includes, as to NGen, reviewing, processing, making enquiries about, assessing, referring or otherwise dealing with the Application throughout the Application Process, administering the Funding, and supporting, monitoring and otherwise following up on the Applicants, to, amongst other things, determine compliance with this Agreement and/or the Contribution Agreement (“Permitted Use”). 6.3.2 With respect to its use of Confidential Information, during the Term of this Agreement and for a period of 10 years thereafter, a Receiving Party will: (a) use the Confidential Information only for the Permitted Use or as otherwise expressly permitted under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable steps to ensure that Confidential Information is held in strict confidence, by using the same standard of care the Receiving Party uses to protect its information of a similar nature, which in any event shall not be less than a reasonable standard of care. The Receiving Party will immediately notify the Disclosing Party upon discovering any loss or unauthorized disclosure of access to the Disclosing Party’s Confidential Information; (c) except as specifically permitted by this Agreement, will not disclose Confidential Information to any third party without the prior consent of the Disclosing Party; (d) limit the access to the Confidential Information to those of its Representatives who have a need to know such Confidential Information to support the Receiving Party in the Permitted Use, provided that such Representatives; (i) have been advised by the Receiving Party of the confidential nature of the Confidential Information, and (ii) are bound in writing by confidentiality and restricted use obligations substantially similar to those set forth herein. The Receiving Party will be responsible for any breach of this Section 6 by its Representatives; (e) upon termination of this Agreement or earlier upon request of a Disclosing Party, will cease to use the Confidential Information and promptly return (or destroy, as instructed by the Disclosing Party) any document (and any copies thereof) in its possession containing Confidential Information, except for; (i) one copy in respect of each piece of Confidential Information, which may be retained by a designated officer or legal counsel of the Receiving Party for lawful purposes, and (ii) Confidential Information that is stored in any automatic electronic archiving or backup system of the Receiving Party, provided however that every such retained copy shall remain subject to the provisions of this Section 6.

Permitted Use of Confidential Information. 6.3.1 A Receiving Party Nothing contained herein will hold and use in any way restrict or impair any party's right to use, disclose or otherwise deal with any Confidential Information received by it for the sole purpose of performing its duties under this Agreement, the Collaboration Agreement and/or the Contribution Agreement, which includes, as to NGen, reviewing, processing, making enquiries about, assessing, referring or otherwise dealing with the Application throughout the Application Process, administering the Funding, and supporting, monitoring and otherwise following up on the Applicants, to, amongst other things, determine compliance with this Agreement and/or the Contribution Agreement (“Permitted Use”). 6.3.2 With respect to its use of Confidential Information, during the Term of this Agreement and for a period of 10 years thereafter, a Receiving Party willwhich: (a) use at the Confidential Information only for time of disclosure is properly in the Permitted Use public domain or as thereafter becomes part of the public domain by publication or otherwise expressly permitted under through no breach of this AgreementAgreement by the party receiving such information; (b) hold Confidential Information the party receiving such information can establish by competent evidence that such information was properly in strict confidence and take reasonable steps to ensure that Confidential Information is held in strict confidence, by using the same standard of care the Receiving Party uses to protect its information of a similar nature, which in any event shall not be less than a reasonable standard of care. The Receiving Party will immediately notify the Disclosing Party upon discovering any loss or unauthorized disclosure of access possession prior to the Disclosing Party’s Confidential Informationtime of the disclosure; (c) except is independently and properly made available as specifically permitted a matter of right to the party receiving such information by this Agreement, will a Third Party who is not disclose Confidential Information to any third party without the prior consent thereby in violation of the Disclosing Partya confidential relationship; (d) limit the access is information which is required to the be included in patent applications filed under Article 6 or required to be provided to a government agency in order for HMRI to obtain approvals to market Products, or for OSI to make a Product for HMRI hereunder; provided, however, that HMRI Confidential Information to those of its Representatives who have a need to know such or OSI Confidential Information to support shall not be disclosed in any such patent application or otherwise without the Receiving Party in the Permitted Useprior written consent of HMRI or OSI, provided that such Representatives; (i) have been advised by the Receiving Party of the confidential nature of the Confidential Informationrespectively, and (ii) are bound in writing by confidentiality and restricted use obligations substantially similar to those set forth herein. The Receiving Party will which consent shall not be responsible for any breach of this Section 6 by its Representativesunreasonably withheld; (e) upon termination of this Agreement or earlier upon request is information which is required to be disclosed to customers, users and prescribers of a Disclosing PartyProduct, will cease or which is reasonably necessary to use disclose in connection with the ethical marketing of a Product; provided, however, that no OSI Confidential Information and promptly return (or destroyHMRI Confidential Information will be so disclosed without the prior written consent of OSI or HMRI, as instructed by the Disclosing Party) any document (and any copies thereof) in its possession containing Confidential Information, except for; (i) one copy in respect of each piece of Confidential Informationrespectively, which may consent will not be retained unreasonably withheld; or (f) is information required to be disclosed by law or by a designated officer or legal counsel court order, in each of which cases the Receiving Party for lawful purposes, disclosing party shall timely inform the other and (ii) Confidential Information that is stored in any automatic electronic archiving or backup system of use its best efforts to limit the Receiving Party, provided however that every such retained copy shall remain subject disclosure and maintain confidentiality to the provisions of this Section 6extent possible and will permit the other party to limit such disclosure. 5. Licenses and Royalties

Permitted Use of Confidential Information. 6.3.1 A Receiving Party will hold and use Confidential Information received may be used by a receiving party solely for internal purposes in considering and working on the Project. Confidential Information will be kept confidential and not disclosed by the receiving party to any other person, except that it for may be disclosed to: the sole purpose of performing its duties under this Agreementdirectors, the Collaboration Agreement and/or the Contribution Agreementofficers, which includesemployees, as to NGen, reviewing, processing, making enquiries about, assessing, referring or otherwise dealing with the Application throughout the Application Process, administering the Fundingagents, and supportingprofessional advisers of the receiving party, monitoring or its affiliates, who require access to such information in connection with considering and otherwise following up working on the Applicants, to, amongst other things, determine compliance with this Agreement and/or Project; or third parties as authorized in writing by the Contribution Agreement (“Permitted Use”). 6.3.2 With respect to its use of Confidential Information, during disclosing party. If the Term of this Agreement and for a period of 10 years thereafter, a Receiving Party will: (a) use the Confidential Information only for the Permitted Use or as otherwise expressly permitted under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable steps to ensure that Confidential Information is held in strict confidence, by using the same standard of care the Receiving Party uses to protect its information of a similar nature, which in any event shall not be less than a reasonable standard of care. The Receiving Party will immediately notify the Disclosing Party upon discovering any loss or unauthorized disclosure of access to the Disclosing Party’s Confidential Information; (c) except as specifically permitted by this Agreement, will not disclose receiving party discloses Confidential Information to any third person under section 3(a)(i) above, the receiving party without the prior consent will be responsible for that person’s use of the Disclosing Party; (d) limit the access to the Confidential Information and will take all reasonable measures to those of its Representatives who have a need to know such Confidential Information to support the Receiving Party in the Permitted Use, provided ensure that such Representatives; (i) have been advised by the Receiving Party person is aware of the confidential nature of the Confidential Information and does not further disclose the Confidential Information. Notwithstanding section 3(a) above, and (ii) are bound a disclosure of Confidential Information by the receiving party in writing accordance with or in response to an order of a court of competent jurisdiction, a governmental body or as required by confidentiality and restricted use obligations substantially similar to those set forth herein. The Receiving Party law will not be responsible for any considered a breach of this Section 6 by its Representatives; agreement or a waiver of the parties obligations regarding confidentiality, provided that the receiving party uses best efforts to provide prompt advance notice of said judicial or other governmental action to the disclosing party to enable the disclosing party the opportunity (econsistent with the legal obligation of the receiving party) upon termination of this Agreement or earlier upon request of a Disclosing Party, will cease to use exhaust all reasonable legal remedies to maintain the Confidential Information and promptly return (or destroy, as instructed by in confidence. The parties acknowledge that if the Disclosing Party) any document (and any copies thereof) in its possession containing Confidential Information, except for; (i) one copy in respect of each piece of Confidential Information, which may be retained by a designated officer or legal counsel of the Receiving Party for lawful purposes, and (ii) disclosing party labels Confidential Information that is stored in any automatic electronic archiving or backup system of the Receiving Party, provided however that every as such retained copy shall remain subject prior to disclosure to the provisions of receiving party, this Section 6may assist the disclosing party in exercising reasonable legal remedies.

Permitted Use of Confidential Information. 6.3.1 A Receiving Party will 5.3.1 Each Applicant hereby grants to NGen a right to hold and use Confidential Information received by it for the sole purpose of performing its duties under this Agreement, the Collaboration Agreement and/or the Contribution Agreement, which includes, as to NGen, reviewing, processing, making enquiries about, assessing, referring or otherwise dealing with the Application throughout the Application Process, administering Process (the Funding, and supporting, monitoring and otherwise following up on the Applicants, to, amongst other things, determine compliance with this Agreement and/or the Contribution Agreement (“Permitted Use”). 6.3.2 5.3.2 With respect to its use of Confidential Information, during the Term of this Agreement and for a period of 10 years thereafter, a Receiving Party NGen will: (a) use the Confidential Information only for the Permitted Use or as otherwise expressly permitted under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable steps to ensure that Confidential Information is held in strict confidence, by using the same standard of care the Receiving Party NGen uses to protect its information of a similar nature, which in any event shall not be less than a reasonable standard of care. The Receiving Party will immediately notify the Disclosing Party upon discovering any loss or unauthorized disclosure of access to the Disclosing Party’s Confidential Information; (c) except as specifically permitted by this Agreement, will not disclose Confidential Information to any third party without the prior consent of the Disclosing PartyApplicant who disclosed such Confidential Information; (d) limit the access to the Confidential Information to those of its Representatives who have a need to know such Confidential Information to support the Receiving Party NGen in the Permitted Use, provided that such Representatives; Representatives (i) have been advised by the Receiving Party NGen of the confidential nature of the Confidential Information, and (ii) are bound in writing by confidentiality and restricted use obligations substantially similar to those set forth herein. The Receiving Party will be responsible for any breach of this Section 6 by its Representatives; (e) upon termination of this Agreement or earlier upon request of a Disclosing Partyan Applicant, will cease to use the Confidential Information and promptly return (or destroy, as instructed by the Disclosing PartyApplicants) any document (and any copies thereof) in its possession containing Confidential Information, except for; for (i) one copy in respect of each piece of Confidential Information, which may be retained by a designated officer or legal counsel of the Receiving Party NGen for lawful purposes, and (ii) Confidential Information that is stored in any automatic electronic archiving or backup system of the Receiving PartyNGen, provided however that every such retained copy shall remain subject to the provisions of this Section 65.