Common use of Additional Permitted Disclosures Clause in Contracts

Additional Permitted Disclosures. Notwithstanding the provisions of Section 7.01(a), the following disclosures of the other Party’s Confidential Information is permitted as follows: (i) a Party may disclose Confidential Information of the other Party to any Regulatory Authority to gain approval to conduct Clinical Trials for Product or to market Product, or other governmental authority in order to obtain, enforce or defend MSD Patents, Improvement Patents or Licensee Patents, or in connection with prosecuting or defending litigation under ARTICLE VI or ARTICLE IX, in each case, in accordance with this Agreement; provided that such disclosure may be made only to the extent reasonably necessary to obtain such Patents or authorizations or to prosecute or defend such litigation; and provided, further, that notice of the intended disclosure is provided to the disclosing Party and the disclosing Party’s comments or concerns are considered in good faith by the receiving Party to the extent that the receiving Party’s good faith consideration does not result in any delay that materially prejudices the disclosing Party’s right to obtain such Patents or authorizations or to prosecute or defend such litigation; (ii) a Party may disclose Confidential Information of the other Party to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement or are otherwise bound by substantially similar confidentiality and non-use obligations under professional codes of conduct or the like; (iii) a Party may disclose such Confidential Information as is required to be disclosed by Applicable Law (including rules of any securities exchange); provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the receiving Party discloses to the requesting entity only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party; and (iv) Licensee may disclose Confidential Information of MSD to bona fide potential or actual acquirers of all or substantially all of the business to which this Agreement relates, as may be necessary in connection with their evaluation of such potential or actual acquisition; provided that any such Third Party is bound in writing, prior to disclosure, by confidentiality and non-use obligations no less restrictive than those contained in this Agreement.

Additional Permitted Disclosures. Notwithstanding the provisions of this Section 7.01(a)8, the following disclosures of the other Party’s Confidential Information is permitted as follows: (i) a Party GeoVax may disclose Confidential Information of the other Party PNP to any Regulatory Authority to gain approval to conduct Clinical Trials for the Licensed Product or to market the Licensed Product, or other governmental authority in order to obtain, enforce or defend MSD Patents, Improvement Patents or Licensee Patents, or in connection with prosecuting or defending litigation under ARTICLE VI or ARTICLE IX, in each case, in accordance with this Agreement; provided that such disclosure may be made only to the extent reasonably necessary to obtain such Patents patents or authorizations or to prosecute or defend such litigationauthorizations; and provided, further, that notice of the intended disclosure is provided to the disclosing Party and the disclosing Party’s comments or concerns are considered in good faith by the receiving Party to the extent that the receiving Party’s good faith consideration does not result in any delay that materially prejudices the disclosing Party’s right to obtain such Patents or authorizations or to prosecute or defend such litigationPNP; (ii) a is deemed necessary by counsel to the receiving Party may disclose Confidential Information of the other Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement or are otherwise bound by substantially similar confidentiality and non-use obligations under professional codes of conduct or the like;; and (iii) a Party may disclose such Confidential Information as is required to be disclosed by Applicable Law (including rules of any securities exchange)Law; provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the receiving Party discloses to the requesting entity only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party; and (iv) Licensee may disclose Confidential Information of MSD to bona fide potential or actual acquirers of all or substantially all of the business to which this Agreement relates, as may be necessary in connection with their evaluation of such potential or actual acquisition; provided that any such Third Party is bound in writing, prior to disclosure, by confidentiality and non-use obligations no less restrictive than those contained in this Agreement.

Additional Permitted Disclosures. Notwithstanding the provisions of Section 7.01(a)11.1.1, the following disclosures of receiving Party will have the other Party’s Confidential Information is permitted as follows: (i) a Party may right to disclose any Confidential Information of the other Party hereunder if such disclosure is necessary to comply with the requirements of any Regulatory Authority to gain approval to conduct Clinical Trials for Product law or to market Product, rule imposed by the U.S. Securities and Exchange Commission or any securities exchanges or other governmental authority in order to obtainApplicable Law, enforce or defend MSD Patents, Improvement Patents or Licensee Patents, or in connection with prosecuting or defending litigation under ARTICLE VI or ARTICLE IXbut, in each case, only to the extent of such necessity or requirements; provided that no such disclosure will cause any such information to cease to be Confidential Information hereunder, except to the extent such disclosure results in accordance with a public disclosure of such information. If reasonably possible, the receiving Party will notify the disclosing Party of the receiving Party’s intent to make such disclosure of Confidential Information pursuant to the preceding sentence sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action the disclosing Party may deem to be appropriate to protect the confidentiality of its Confidential Information. For clarity, either Party may disclose without any limitation such Party’s U.S. federal CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED income tax treatment of the transactions relating to such Party that are based on or derived from this Agreement. Notwithstanding the foregoing, if a Party is obligated to file under Applicable Law a copy of this Agreement with the U.S. Securities and Exchange Commission or other Governmental Authority, such Party shall be entitled to make such a required filing; provided that such disclosure may be made only Party (a) requests confidential treatment of at least the financial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably necessary available to obtain such Patents or authorizations or Party; (b) provides the other Party with a copy of this Agreement marked to prosecute or defend show provisions for which such litigation; Party intends to seek confidential treatment not less than […***…] (and provided, further, that notice any revisions to such portions of the intended disclosure is provided to proposed filing […***…]), and incorporates the disclosing Party and the disclosing other Party’s comments or concerns are considered in good faith by the receiving Party thereon to the extent that consistent with the receiving Party’s good faith consideration does not result in any delay that materially prejudices the disclosing Party’s right to obtain legal requirements governing such Patents or authorizations or to prosecute or defend disclosure of such litigation; provisions; and (iic) a Party may disclose only discloses Confidential Information of the other Party to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound it is advised by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement or are otherwise bound by substantially similar confidentiality and non-use obligations under professional codes of conduct counsel or the like; (iii) a Party may disclose such Confidential Information as applicable Governmental Authority is legally required to be disclosed by Applicable Law (including rules of any securities exchange); provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the receiving Party discloses to the requesting entity only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party; and (iv) Licensee may disclose Confidential Information of MSD to bona fide potential or actual acquirers of all or substantially all of the business to which this Agreement relates, as may be necessary in connection with their evaluation of such potential or actual acquisition; provided that any such Third Party is bound in writing, prior to disclosure, by confidentiality and non-use obligations no less restrictive than those contained in this Agreementdisclosed.