Common use of Use Restrictions Clause in Contracts

Use Restrictions. (i) Without approval from the applicable BFA Recipient (in its sole discretion), BFA Data will not be: (A) used by Provider other than as necessary to perform the Services hereunder or as otherwise specifically set forth in this Agreement; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by Provider; or (C) commercially exploited (including, without limitation, via processing or data mining) by or on behalf of Provider or any Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider will not possess or assert liens or other rights in or to BFA Data. (iii) Provider hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA Data. At BFA’s request, Provider will execute and deliver to the BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA Recipients to enforce, their rights hereunder with respect to BFA Data. (iv) No removable media on which BFA Data is stored may be used or re-used to store data of any other customer of Provider or to deliver data to a third party, including another Provider customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA Recipient will provide Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA Data transmitted to Provider that are in addition to the requirements set forth in this Agreement; provided, however, that any change to Provider’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA BTC Recipient (in its sole discretion), BFA BTC Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street’s performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA BTC Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA BTC Data. At BFABTC’s request, Provider State Street will execute and deliver to the BFA BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA BTC Recipients to enforce, their rights hereunder with respect to BFA BTC Data. (iv) No removable media on which BFA BTC Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care.. Master Services Agreement 28 BTC | State Street CONFIDENTIAL (v) Each BFA BTC Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BTC Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to ProviderState Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA Recipient Lending Fund (in its sole discretion), BFA BTC Data will not be: (A) used by Provider other than as necessary to perform the Services hereunder or as otherwise specifically set forth in this Agreement; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by Provider; or (C) commercially exploited (including, without limitation, via processing or data mining) by or on behalf of Provider or any Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA BTC Data. (ii) Provider will not possess or assert liens or other rights in or to BFA BTC Data. (iii) Provider hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA Recipients Lending Funds without further consideration all of its and their right, title and interest, if any, in and to BFA BTC Data. At BFABTC’s request, Provider will execute and deliver to the BFA Recipients Lending Funds any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA Recipients Lending Funds to enforce, their rights hereunder with respect to BFA BTC Data. (iv) No removable media on which BFA BTC Data is stored may be used or re-used to store data of any other customer of Provider or to deliver data to a third party, including another Provider customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA Recipient Lending Fund will provide Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BTC Data transmitted to Provider that are in addition to the requirements set forth in this Agreement; provided, however, that any change to Provider’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA Recipient (in its sole discretion), BFA Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street’s performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA Data. At BFA’s request, Provider State Street will execute and deliver to the BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA Recipients to enforce, their rights hereunder with respect to BFA Data. (iv) No removable media on which BFA Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care.. Information Classification: Confidential Master Services Agreement 29 BFA | State Street CONFIDENTIAL (v) Each BFA Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to ProviderState Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA BTC Recipient (in its sole discretion), BFA BTC Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street's performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA BTC Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA BTC Data. At BFA’s BTC's request, Provider State Street will execute and deliver to the BFA BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA BTC Recipients to enforce, their rights hereunder with respect to BFA BTC Data. (iv) No removable media on which BFA BTC Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA BTC Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BTC Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to Provider’s State Street's obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA BGI Recipient (in its sole discretion), BFA BGI Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street's performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA BGI Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA BGI Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA BGI Data. At BFA’s BGI's request, Provider State Street will execute and deliver to the BFA BGI Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA BGI Recipients to enforce, their rights hereunder with respect to BFA BGI Data. (iv) No removable media on which BFA BGI Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA BGI Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BGI Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to Provider’s State Street's obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. Notwithstanding Section ‎8.1 and subject to Section ‎8.3, a Receiving Party may, in connection with performing its obligations or exercising its rights under this Agreement, disclose the Confidential Information of the Disclosing Party, including for purposes of: (ia) Without approval from filing or prosecuting patent applications, pursuant to the applicable BFA Recipient terms of Section ‎7.2; (b) prosecuting or defending litigation as permitted by this Agreement; (c) conducting pre-clinical studies or Clinical Trials of any Product, subject to Section ‎8.4; (d) seeking or maintaining Regulatory Approval of any Product, with respect to GSK, in its sole discretionthe GSK Territory, and with respect to Scynexis, in the Excluded Territory; (e) complying with Law, including, subject to Section ‎8.5(b), BFA Data will not be: securities Laws and the rules of any securities exchange or market on which a Party’s securities are or are planned to be listed or traded; or (Af) used providing to such Receiving Party’s actual or potential partners, acquirers, financing sources, investment bankers, financial advisors, licensors (including Merck), (sub)licensees (including Hansoh and R-Pharm) and their respective Personnel, each of whom prior to disclosure must be bound by Provider other than as necessary similar obligations of confidentiality and non-use at least equivalent in scope to perform the Services hereunder or as otherwise specifically those set forth in this Agreement; ‎Article 8. In making any disclosures set forth in clauses ‎(a), ‎(b), or ‎(e) above, the Receiving Party shall, where reasonably practicable, give such advance notice to the Disclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the Disclosing Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, the Receiving Party shall (Bi) disclosedendeavor to obtain confidential treatment of economic, soldtrade secret information and such other information as may be requested by the Disclosing Party, assigned, leased or otherwise provided to third parties by Provider; or (C) commercially exploited (including, without limitation, via processing or data mining) by or on behalf of Provider or any Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider will not possess or assert liens or other rights provide the Disclosing Party with the proposed confidential treatment request within a reasonable time for the Disclosing Party to provide comments, and the Receiving Party shall consider and incorporate such comments in or to BFA Data. good faith in connection with its submission of its confidential treatment request, and (iii) Provider hereby irrevocably and perpetually assigns, transfers and conveys submit the proposed disclosure in writing to the applicable BFA Recipients without further consideration all of its Disclosing Party as far in advance as reasonably practicable (and their right, title and interest, if any, in and to BFA Data. At BFA’s request, Provider will execute and deliver no event less than [***] ([***]) prior to the BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law anticipated date of disclosure) so as to preserve, or enable provide a reasonable opportunity to comment thereon and the Receiving Party shall incorporate such BFA Recipients to enforce, their rights hereunder with respect to BFA Datacomments in good faith. (iv) No removable media on which BFA Data is stored may be used or re-used to store data of any other customer of Provider or to deliver data to a third party, including another Provider customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA Recipient will provide Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA Data transmitted to Provider that are in addition to the requirements set forth in this Agreement; provided, however, that any change to Provider’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA BTC Recipient (in its sole discretion), BFA BTC Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street’s performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA BTC Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA BTC Data. At BFABTC’s request, Provider State Street will execute and deliver to the BFA BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA BTC Recipients to enforce, their rights hereunder with respect to BFA BTC Data. (iv) No removable media on which BFA BTC Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care.. Master Services Agreement 28 BTC | State Street (v) Each BFA BTC Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BTC Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to ProviderState Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BFA BTC Recipient (in its sole discretion), BFA BTC Data will not be: (A) used by Provider State Street other than as is necessary to perform for State Street’s performance of the Services hereunder or as otherwise specifically set forth in this Agreementunder the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by ProviderState Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via processing Processing or data mining) by or on behalf of Provider State Street or any Provider State Street Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider State Street will not possess or assert liens or other rights in or to BFA BTC Data. (iii) Provider State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BFA BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BFA BTC Data. At BFABTC’s request, Provider State Street will execute and deliver to the BFA BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BFA BTC Recipients to enforce, their rights hereunder with respect to BFA BTC Data. (iv) No removable media on which BFA BTC Data is stored may be used or re-used to store data of any other customer of Provider State Street or to deliver data to a third party, Master Services Agreement 28 BTC | State Street CONFIDENTIAL including another Provider State Street customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA BTC Recipient will provide Provider State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA BTC Data transmitted to Provider State Street that are in addition to the requirements set forth in this Agreement; Agreement or any Service Module, provided, however, that any change to ProviderState Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. Notwithstanding Section ‎7.1, subject to Section ‎7.3, a Receiving Party may, in connection with performing its obligations or exercising its rights and performing its obligations under this Agreement, disclose the Confidential Information of the Disclosing Party, including for purposes of: (ia) Without approval from filing or prosecuting patent applications, pursuant to the applicable BFA Recipient terms of Section ‎6.3; (b) prosecuting or defending litigation; (c) conducting pre-clinical studies or Clinical Trials of any Product for the Receiving Party’s Territory; (d) seeking or maintaining Regulatory Approval of any Product in its sole discretion)the Receiving Party’s Territory; (e) complying with Law, BFA Data will not be: including securities Law and the rules of any securities exchange or market on which a Party’s securities are or are planned to be listed or traded; or (Af) used to such Receiving Party’s actual or potential partners, acquirers, financing sources, licensors, (sub)licensees and their respective Personnel, each of whom prior to disclosure must be bound by Provider other than as necessary similar obligations of confidentiality and non-use at least equivalent in scope to perform the Services hereunder or as otherwise specifically those set forth in this Agreement; ‎Article 7. In making any disclosures set forth in clauses (Ba) through (e) above, the Receiving Party shall, where reasonably practicable, give such advance notice to the Disclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the Disclosing Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, soldin connection with any permitted filing by either Party of this Agreement with any Governmental Body the Receiving Party shall (i) endeavor to obtain confidential treatment of economic, assignedtrade secret information and such other information as may be requested by the Disclosing Party, leased or otherwise provided to third parties by Provider; or (C) commercially exploited (including, without limitation, via processing or data mining) by or on behalf of Provider or any Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) Provider will not possess or assert liens or other rights provide the Disclosing Party with the proposed confidential treatment request within a reasonable time for the Disclosing Party to provide comments, and the Receiving Party shall consider and incorporate such comments in or to BFA Data. good faith in connection with its submission of its confidential treatment request, and (iii) Provider hereby irrevocably and perpetually assigns, transfers and conveys submit the proposed disclosure in writing to the applicable BFA Recipients without further consideration all of its Disclosing Party as far in advance as reasonably practicable (and their right, title and interest, if any, in and to BFA Data. At BFA’s request, Provider will execute and deliver no event less than three (3) Business Days prior to the BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law anticipated date of disclosure) so as to preserve, or enable provide a reasonable opportunity to comment thereon and the Receiving Party shall incorporate such BFA Recipients to enforce, their rights hereunder with respect to BFA Datacomments in good faith. (iv) No removable media on which BFA Data is stored may be used or re-used to store data of any other customer of Provider or to deliver data to a third party, including another Provider customer, unless securely erased in a manner consistent with the Standard of Care. (v) Each BFA Recipient will provide Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BFA Data transmitted to Provider that are in addition to the requirements set forth in this Agreement; provided, however, that any change to Provider’s obligations as a result thereof shall be subject to the Change Procedures.