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619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | entailment | [
[
4739,
5307
]
] | [
"Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a “need to know” basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliat... |
619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | notmentioned | [] | [] |
619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
7063,
7702
]
] | [
"Nothing in this Agreement shall preclude Receiving Party from making any disclosure of Confidential Information that is required by applicable law or regulation or by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party uses best efforts to limit the scope of the r... |
619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
6089,
6250
],
[
6614,
6777
]
] | [
"The confidentiality, non-disclosure and non-use obligations of this Agreement shall not apply to Confidential Information disclosed to the Receiving Party that: ",
"(iv) is rightfully received by the Receiving Party on a non-confidential basis from a third party without breach of a duty of confidentiality to Dis... |
619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | entailment | [
[
4739,
5307
]
] | [
"Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a “need to know” basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliat... |
619 | 1574111_0001193125-14-440569_d826999dex99d5.htm | EXHIBIT (d)(5)
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Ne... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
4243,
4336
],
[
4336,
4739
]
] | [
"Receiving Party shall use the Confidential Information solely for the Purpose defined above. ",
"Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to using it in connection with the development or commercialization of any process or product, or using it i... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-11 | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-16 | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-15 | Agreement shall not grant Receiving Party any right to Confidential Information. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-10 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | entailment | [
[
4535,
4625
],
[
4625,
4790
],
[
4790,
6028
]
] | [
"You will not, and will direct your Representatives not to, disclose to any person (except ",
"(i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and ",
"(ii) as the Company may otherwise consent in wri... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-2 | Confidential Information shall only include technical information. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-1 | All Confidential Information shall be expressly identified by the Disclosing Party. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-19 | Some obligations of Agreement may survive termination of Agreement. | entailment | [
[
15934,
16428
],
[
16428,
16900
]
] | [
"It is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements an... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-12 | Receiving Party may independently develop information similar to Confidential Information. | entailment | [
[
1572,
1637
],
[
2289,
2461
]
] | [
"The term “Evaluation Material” does not include information that ",
"(d) has been or is independently developed by you or your Representatives without the use of the Evaluation Material or in violation of the terms of this letter agreement. "
] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-20 | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | entailment | [
[
15934,
16428
],
[
16428,
16900
]
] | [
"It is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements an... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-3 | Confidential Information may include verbally conveyed information. | entailment | [
[
533,
1188
]
] | [
"As a condition to being furnished such confidential and proprietary information, you agree to treat any such information, whether written or oral, concerning the Company or any of its subsidiaries, Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or divisions (w... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-18 | Receiving Party shall not solicit some of Disclosing Party's representatives. | entailment | [
[
8655,
8951
],
[
8951,
9021
],
[
9021,
9537
]
] | [
"You agree that, for a period of one year from the date of this letter agreement, neither you nor any of your Affiliates who are provided with Evaluation Material or become aware of your discussions regarding the Possible Transaction will, directly or indirectly, solicit for employment or employ ",
"(a) any indiv... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | entailment | [
[
2461,
2750
],
[
2801,
3055
],
[
3055,
3174
],
[
3175,
3231
],
[
4535,
4625
],
[
4625,
4790
]
] | [
"For purposes of this letter agreement the term “Representatives” shall include any person, its Affiliates and such person’s and its Affiliates’ respective directors, officers, employees, agents, attorneys, accountants, financial advisors and other professional representatives or advisors.",
"You hereby agree tha... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | notmentioned | [] | [] |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
6053,
6909
],
[
6909,
7044
]
] | [
"Notwithstanding anything to the contrary provided in this letter agreement, in the event you or any of your Representatives receive a request or are required by any law, rule, order, decree or regulation (including, without limitation, applicable securities or antitrust laws and applicable stock exchange rules) or... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
1572,
1637
],
[
1637,
1955
]
] | [
"The term “Evaluation Material” does not include information that ",
"(a) is or becomes available to you on a nonconfidential basis from a source other than the Company or its Representatives; provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, lega... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | entailment | [
[
2461,
2750
],
[
2801,
3055
],
[
3055,
3174
],
[
3175,
3231
],
[
4535,
4625
],
[
4625,
4790
]
] | [
"For purposes of this letter agreement the term “Representatives” shall include any person, its Affiliates and such person’s and its Affiliates’ respective directors, officers, employees, agents, attorneys, accountants, financial advisors and other professional representatives or advisors.",
"You hereby agree tha... |
620 | 1592288_0001193125-17-306543_d469659dex99e2.htm | Exhibit (e)(2)
September 19, 2017
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, California 94949
Attention: Karah Parschauer, General Counsel
Ladies and Gentlemen:
In connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the “Company”) and yo... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
2801,
3055
]
] | [
"You hereby agree that the Evaluation Material will be kept confidential and used solely for the purpose of evaluating, considering,negotiating and/or implementing the Possible Transaction; provided, however, that the Evaluation Material may be disclosed "
] |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-11 | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | notmentioned | [] | [] |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-16 | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | entailment | [
[
8543,
8903
]
] | [
"Upon termination or expiration of this Agreement, or upon written request of the disclosing party, each receiving party will promptly destroy (to the extent reasonably practicable in case of electronic files) or return to the other all documents and other tangible materials representing the disclosing party’s Conf... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-15 | Agreement shall not grant Receiving Party any right to Confidential Information. | entailment | [
[
8242,
8543
],
[
9254,
9666
]
] | [
"Any reproduction of any Confidential Information of the disclosing party will remain the property of the disclosing party and will contain and state any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing party. ",
"The part... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-10 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | entailment | [
[
5590,
6077
],
[
6077,
6247
],
[
6247,
6328
]
] | [
"Notwithstanding anything contained in this Agreement, other than in the case of an External Demand (as defined below), the receiving party may disclose either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-2 | Confidential Information shall only include technical information. | contradiction | [
[
1713,
2054
],
[
2054,
2113
],
[
2113,
2149
],
[
2149,
2200
],
[
2200,
2238
],
[
2238,
2251
],
[
2251,
2274
],
[
2274,
3093
]
] | [
"As used herein, “Confidential Information” will mean any and all scientific, technical, business and financial information, including third party information, that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral), to the receiving party, before or ... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-1 | All Confidential Information shall be expressly identified by the Disclosing Party. | entailment | [
[
8242,
8543
]
] | [
"Any reproduction of any Confidential Information of the disclosing party will remain the property of the disclosing party and will contain and state any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing party. "
] |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-19 | Some obligations of Agreement may survive termination of Agreement. | entailment | [
[
16426,
16815
]
] | [
"The receiving party’s obligations under this Agreement will survive termination or expiration of this Agreement for a period of five (5) years after the termination or expiration hereof and will be binding upon the receiving party’s heirs, successors and assigns after such termination or expiration; provided that ... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-12 | Receiving Party may independently develop information similar to Confidential Information. | entailment | [
[
4402,
4651
],
[
4879,
4994
]
] | [
"The obligations and restrictions imposed by this Agreement will not apply to any Confidential Information that the receiving party can establish by competent evidence acceptable under applicable law and as deemed appropriate by the competent court: ",
"(d) is independently developed by the receiving party withou... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-20 | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | entailment | [
[
8903,
9233
]
] | [
"Notwithstanding the forgoing the receiving party may retain one copy of all Confidential Information in its legal department solely for archival and compliance purposes and its external advisors, if any, may keep one copy of their Confidential Information in accordance with the laws and professional standards appl... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-3 | Confidential Information may include verbally conveyed information. | entailment | [
[
1713,
2054
]
] | [
"As used herein, “Confidential Information” will mean any and all scientific, technical, business and financial information, including third party information, that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral), to the receiving party, before or ... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-18 | Receiving Party shall not solicit some of Disclosing Party's representatives. | notmentioned | [] | [] |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | entailment | [
[
3110,
3139
],
[
3346,
3754
]
] | [
"Each receiving party agrees: ",
"(c) not to disclose any of the disclosing party’s Confidential Information to anyone, except those employees, consultants or representatives of the receiving party or its Affiliates who have a “need to know” the information for the Purpose and who have signed confidentiality agre... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | entailment | [
[
4129,
4386
],
[
8118,
8242
]
] | [
"Each receiving party agrees that in the event permission is granted by the disclosing party to copy Confidential Information, each such copy will contain and state the same confidential or proprietary notices or legends, if any, that appear on the original.",
"Confidential Information will not be reproduced in a... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
6328,
6771
],
[
6771,
6891
]
] | [
"In the event the receiving party receives a request or is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an “External Demand”) to disclose al... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
4402,
4651
],
[
4817,
4879
]
] | [
"The obligations and restrictions imposed by this Agreement will not apply to any Confidential Information that the receiving party can establish by competent evidence acceptable under applicable law and as deemed appropriate by the competent court: ",
"(c) is obtained by the receiving party from a third party; o... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | entailment | [
[
3110,
3139
],
[
3346,
3754
]
] | [
"Each receiving party agrees: ",
"(c) not to disclose any of the disclosing party’s Confidential Information to anyone, except those employees, consultants or representatives of the receiving party or its Affiliates who have a “need to know” the information for the Purpose and who have signed confidentiality agre... |
621 | 1609351_0001193125-19-066373_d642137dex99d2.htm | Exhibit 99.(d)(2)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of October 9, 2018 (the “Effective Date”), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
3110,
3139
],
[
3139,
3259
],
[
9666,
9857
]
] | [
"Each receiving party agrees: ",
"(a) to use the disclosing party’s Confidential Information solely for the Purpose stated above and for no other reason; ",
"Each receiving party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-11 | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | notmentioned | [] | [] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-16 | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | notmentioned | [] | [] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-15 | Agreement shall not grant Receiving Party any right to Confidential Information. | notmentioned | [] | [] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-10 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | entailment | [
[
52692,
53168
]
] | [
"No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by ABCO or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as require... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-2 | Confidential Information shall only include technical information. | contradiction | [
[
3956,
5149
]
] | [
"1.6 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other informat... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-1 | All Confidential Information shall be expressly identified by the Disclosing Party. | contradiction | [
[
3956,
5149
]
] | [
"1.6 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other informat... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-19 | Some obligations of Agreement may survive termination of Agreement. | entailment | [
[
29335,
29437
],
[
39380,
39619
]
] | [
"The provisions of this Section 8 shall survive beyond the expiration or termination of this Agreement.",
"The rights and obligations contained in Sections 1, 5 (with respect to Evolent’s payment obligations that may extend beyond the Term), 6.2, 6.3, 8, 9.4, 10, 11, 12.2, 13 and 14 shall survive any termination ... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-12 | Receiving Party may independently develop information similar to Confidential Information. | entailment | [
[
5149,
5223
],
[
5550,
5785
]
] | [
"Confidential Information will not include information to the extent that: ",
"(c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or ... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-20 | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | notmentioned | [] | [] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-3 | Confidential Information may include verbally conveyed information. | entailment | [
[
3956,
5149
]
] | [
"1.6 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other informat... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-18 | Receiving Party shall not solicit some of Disclosing Party's representatives. | entailment | [
[
25762,
25958
]
] | [
"6.3 Non-Solicitation or Hiring: During the Term and for a period of eighteen (18) months thereafter, Evolent shall not solicit or hire any of ABCO’s employees without ABCO’s prior written consent."
] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | entailment | [
[
27445,
27824
]
] | [
"The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the S... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | entailment | [
[
27824,
27852
],
[
28241,
28442
]
] | [
"The Receiving Party agrees: ",
"(c) not to copy or use the Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement. "
] |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
5149,
5223
],
[
5785,
6195
],
[
28828,
29335
]
] | [
"Confidential Information will not include information to the extent that: ",
"(d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may t... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
5149,
5223
],
[
5361,
5550
],
[
30032,
30546
],
[
30546,
30776
]
] | [
"Confidential Information will not include information to the extent that: ",
"(b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; ",
"8.4 Residuals: Notwithstanding anything ... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | entailment | [
[
27445,
27824
]
] | [
"The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the S... |
622 | 1628908_0001193125-15-169530_d838828dex1016.htm | Exhibit 10.16
AMENDED AND RESTATED
SERVICES, RESELLER AND NON-COMPETITION AGREEMENT
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporatio... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
27824,
27852
],
[
28241,
28442
]
] | [
"The Receiving Party agrees: ",
"(c) not to copy or use the Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement. "
] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-11 | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-16 | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-15 | Agreement shall not grant Receiving Party any right to Confidential Information. | entailment | [
[
7276,
7452
]
] | [
"The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. "
] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-10 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-2 | Confidential Information shall only include technical information. | contradiction | [
[
1820,
3426
]
] | [
"(a) “Confidential Information” includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, kn... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-1 | All Confidential Information shall be expressly identified by the Disclosing Party. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-19 | Some obligations of Agreement may survive termination of Agreement. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-12 | Receiving Party may independently develop information similar to Confidential Information. | entailment | [
[
3426,
3549
],
[
4033,
4253
]
] | [
"“Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: ",
"(iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party’s obligations under this Agreement or otherwise owed to the Alliqu... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-20 | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-3 | Confidential Information may include verbally conveyed information. | entailment | [
[
1820,
3426
]
] | [
"(a) “Confidential Information” includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, kn... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-18 | Receiving Party shall not solicit some of Disclosing Party's representatives. | entailment | [
[
9569,
10024
]
] | [
"(b) During the Restricted Period, the Restricted Party shall not, directly or indirectly, solicit, induce, recruit or encourage anyone who is a consultant or employee of the Company or the Alliqua Entities to terminate his or her employment or consulting relationship with the Company or the Alliqua Entities, or wi... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | contradiction | [
[
7929,
8135
]
] | [
"The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. "
] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | notmentioned | [] | [] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
8135,
8579
]
] | [
"Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as s... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
3426,
3549
],
[
4033,
4253
]
] | [
"“Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: ",
"(iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party’s obligations under this Agreement or otherwise owed to the Alliqu... |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | contradiction | [
[
7929,
8135
]
] | [
"The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. "
] |
623 | 1689602_0001144204-16-140940_v455386_ex10-3.htm | Exhibit 10.3
NON-COMPETITION AGREEMENT
WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Par... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
7557,
7724
],
[
7929,
8135
]
] | [
"The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party’s own account any Confidential Information. ",
"The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to a... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-11 | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | notmentioned | [] | [] |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-16 | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | notmentioned | [] | [] |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-15 | Agreement shall not grant Receiving Party any right to Confidential Information. | entailment | [
[
20579,
20945
]
] | [
"(d) By making Confidential Information or other information available to the Recipient or the Recipient’s Representatives, the Provider is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-10 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | entailment | [
[
16858,
16977
],
[
17933,
18044
],
[
18044,
18142
],
[
18143,
18316
]
] | [
"For purposes of this Agreement, the Provider’s “Confidential Information” will be deemed to include only the following:",
"(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause ",
"(a) of this Section 12 has been made available to the Recipient or any of... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-2 | Confidential Information shall only include technical information. | contradiction | [
[
16858,
16977
],
[
16978,
17566
]
] | [
"For purposes of this Agreement, the Provider’s “Confidential Information” will be deemed to include only the following:",
"(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to th... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-1 | All Confidential Information shall be expressly identified by the Disclosing Party. | notmentioned | [] | [] |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-19 | Some obligations of Agreement may survive termination of Agreement. | entailment | [
[
7658,
8039
],
[
23382,
24113
]
] | [
"Notwithstanding the delivery to the Provider, the destruction by the Recipient or the automatic archiving by Recipient of Confidential Information of the Provider pursuant to this Section 5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations u... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-12 | Receiving Party may independently develop information similar to Confidential Information. | entailment | [
[
18317,
18398
],
[
19499,
19691
]
] | [
"However, the Provider’s “Confidential Information” will not be deemed to include:",
"(iv) any information that is developed by or on behalf of the Recipient independently of the disclosure of Confidential Information and without reference to or use of Confidential Information."
] |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-20 | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | entailment | [
[
6978,
7658
]
] | [
"Upon the Provider’s request, the Recipient and the Recipient’s Representatives will promptly deliver to the Provider any of the Provider’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives; provided, however, that, in lieu of deliveri... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-3 | Confidential Information may include verbally conveyed information. | entailment | [
[
16858,
16977
],
[
16978,
17566
]
] | [
"For purposes of this Agreement, the Provider’s “Confidential Information” will be deemed to include only the following:",
"(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to th... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-18 | Receiving Party shall not solicit some of Disclosing Party's representatives. | entailment | [
[
2411,
2664
],
[
8079,
8948
]
] | [
"Neither the Recipient nor any of the Recipient’s Representatives will contact or otherwise communicate with any other Representative of the Provider in connection with a Transaction without the prior written authorization of the Provider Contact Person.",
"During the 12 month period commencing on the date of thi... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-7 | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | entailment | [
[
4143,
4330
],
[
4330,
4480
],
[
19711,
19832
],
[
19832,
19886
],
[
19886,
20060
]
] | [
"(ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative ",
"(A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a Transacti... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-17 | Receiving Party may create a copy of some Confidential Information in some circumstances. | notmentioned | [] | [] |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-8 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | entailment | [
[
5776,
6200
]
] | [
"(c) If the Recipient or any of the Recipient’s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly provide the Provider with written notice of the applica... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-13 | Receiving Party may acquire information similar to Confidential Information from a third party. | entailment | [
[
18317,
18398
],
[
19109,
19498
]
] | [
"However, the Provider’s “Confidential Information” will not be deemed to include:",
"(iii) any information that becomes available to the Recipient on a non-confidential basis from a source other than the Provider or any of the Provider’s Representatives, provided that such source is not reasonably known to the R... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-5 | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | entailment | [
[
4143,
4330
],
[
4330,
4480
],
[
19711,
19832
],
[
19832,
19886
],
[
19886,
20060
]
] | [
"(ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative ",
"(A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a Transacti... |
624 | 1693664_0001193125-18-171470_d426098dex99d3.htm | Exhibit (d)(3)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and indiv... | nda-4 | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | entailment | [
[
1192,
1332
],
[
1333,
1542
],
[
2411,
2664
]
] | [
"Neither the Recipient nor any of the Recipient’s Representatives (as defined in Section 13 below) will, at any time, directly or indirectly:",
"(a) make use of any of the Provider’s Confidential Information (as defined in Section 12 below), except for the specific purpose of considering, evaluating and negotiati... |
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