Allowed Disclosure Sample Clauses

Allowed Disclosure. Notwithstanding the above obligations of confidentiality and non-use a Receiving Party may: (a) disclose Confidential Information to a competent authority as reasonably necessary to obtain regulatory approval in a particular jurisdiction to the extent consistent with the licenses granted under terms of this Agreement; and (b) disclose Confidential Information: (i) to the extent such disclosure is reasonably necessary to comply with the order of a court; or (ii) to the extent such disclosure is required to comply with a legal requirement, including to the extent such disclosure is required in publicly filed financial statements or other public statements under rules governing a stock exchange (e.g., EURONEXT, the rules of the United States Securities and Exchange Commission, NASDAQ, NYSE, or any other stock exchange on which securities issued by either Party may be listed); provided, to the extent possible bearing in mind such legal requirements and subject to the next sentence of this Section, such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure [**] Business Days in advance of the date on which the disclosure is to be made to enable the other Party to review and provide comments, unless a shorter review time is agreed. If the compliance with a legal requirement requires filing of this Agreement, the filing Party shall to the extent possible seek confidential treatment of portions of this Agreement from the relevant competent authority and shall provide the other Party with a copy of the proposed filings at least [**] Business Days prior to filing for the other Party to review any such proposed filing. Each Party agrees that it will obtain its own legal advice with regard to its compliance with legal requirements and will not rely on any statements made by the other Party relating to such legal requirements; and (c) disclose Confidential Information by filing or prosecuting the Patent Rights, the filing or prosecution of which is contemplated by this Agreement, without violating the above confidentiality provisions; it being understood that publication of such filings occurs in some jurisdictions within [**] months of filing; and (d) in the case where AMT is the Receiving Party disclose Confidential Information to AMT’s contractors (including clinical researchers) distributors, Sublicensee’s, agents, consultants, as such Receiving Party reasonably determines is necessary to receive the benefit of the li...

Allowed Disclosure. (i) Nothing in this Agreement restricts or prohibits the Executive or the Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators. The Executive recognizes and agrees that, in connection with any such activity outlined above, the Executive must inform the Regulators that the information the Executive is providing is confidential. (ii) Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: (A) Where the disclosure is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (B) Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (iii) Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporti...

Allowed Disclosure. A draft press release announcing the execution of this Agreement is attached to this Agreement as Exhibit 7.4. The Parties acknowledge that each Party may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. (i) Gilead may issue such press releases or otherwise make such public statements or disclosures as it considers appropriate, provided that it does not disclose any Confidential Information of Achillion. Until the expiration of the Development Program Term, prior to making any disclosure under this Section 7.4(c)(i) Gilead shall provide Achillion with not less than 48 hours to review and comment on any such press releases, statements or disclosures, except to the extent that doing so is not feasible within the timeframe required for compliance with any laws, regulations or market disclosure requirements. (ii) Achillion agrees to consult with Gilead reasonably and in good faith with respect to the text and timing of such press releases or public disclosures prior to the issuance thereof. Notwithstanding the foregoing, Achillion may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure; provided, however, that (A) Achillion does not disclose any Confidential Information of Gilead; and (B) Achillion shall first provide Gilead with not less than 48 hours to review and comment on any such press releases, statements or disclosures, except to the extent that doing so is not feasible within the timeframe required for compliance with such laws, regulations or market disclosure requirements.

Allowed Disclosure. In spite of Article 7.1, either Party to the Agreement may disclose or use the Confidential Information only in the following circumstances and scope: (a) The disclosure or use is required by any applicable laws, any rules of the exchange on which shares of either Party are listed, or any governmental agency, but the Party concerned shall notify the other Party of such requirement in time so that the other Party has a change to raise an objection to such disclosure or use, if any; or negotiate with the other Party about the time and contents of such disclosure or use; Convertible Bond Subscription Agreement 12 (b) The disclosure or use is necessary because of any legal procedures arising from the Agreement or any relevant agreement, or the disclosing Party discloses tax matters thereof to the tax authorities; (c) Regarding the conclusion or performance of the Agreement or any transaction hereunder, disclosure is made to the limited partner, shareholder, manager, director, employee, lawyer, accountant, financial consultant and other agent or representative (the “Representatives”) of either Party who need to know the Confidential Information, provided that such Representatives shall be subject to the constraints set out in Article 7 hereof in receiving such information; (d) Such Confidential Information may be obtained through open channels (except for the information disclosure incurred by the violation of confidentiality agreement (if any) or the Agreement); or (e) The other Party approves the disclosure or use in writing in advance.

Allowed Disclosure. Each Party may make Confidential Information received from the other Party available to officers and employees, consultants, sub-suppliers, sub- contractors, advisers and Affiliates whose knowledge of the Confidential Information is essential. The Parties undertake that these recipients of Confidential Information adhere to the terms of this Agreement. If a Party is required to disclose Confidential Information to a public or judicial authority, the Party may do so. The other Party is to be informed before disclosure if permissible by law and the disclosure is to be limited to the minimum extent permissible.

Allowed Disclosure. Notwithstanding the foregoing, the Parties understand and agree that OPEXA may, to the extent it deems necessary or appropriate, disclose the Technology to potential and existing consultants, employees, board members, licensees, purchasers, investors, joint venturers and the like, but OPEXA agrees to use reasonable efforts to make such disclosures subject to a satisfactory confidentiality agreement.

Allowed Disclosure. A copy of the draft press release announcing the execution of the Original Agreement, which had previously been issued by the Parties, is attached to this Agreement as Exhibit 8.4(b). The Parties acknowledge that each Party may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. (i) GCAT may issue such press releases or otherwise make such public statements or disclosures as it considers appropriate with the prior written consent of Achillion. GCAT shall provide Achillion with not less than [**] business days to review any such press releases, statements or disclosures. (ii) Achillion agrees to consult with GCAT reasonably and in good faith with respect to the text and timing of press releases or public disclosures prior to the issuance thereof. Notwithstanding the foregoing, Achillion may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure; provided, however, that (A) Achillion does not disclose any Confidential Information of GCAT; and (

Allowed Disclosure. (a) Notwithstanding the above-mentioned provisions, each Party may disclose information which would otherwise be confidential in the event that (information so disclosed, “Listed Disclosure Information”): (i) it is required by Law or by a court of competent jurisdiction or to enforce its rights under the Agreement; (ii) it is required in connection with the registration of securities for offer or sale or by any securities exchange or regulatory or Governmental Authority; (iii) the disclosure is made as a normal part of the preparation of the accounts and/or mandatory reports; (iv) the information has come into the public domain through no fault of that Party; (v) the other Party has given its prior written consent to the disclosure, such consent not to be unreasonably withheld or delayed; or (vi) for the performance of the Transaction. (b) The Purchaser may disclose certain information, at its sole discretion, for public announcement purposes, provided that, if such information is not Listed Disclosure Information and is of a sensitive nature the disclosure of which would constitute a breach prior to closing under the confidentiality provision of the Construction Agreement or Water Supply Agreement, the Purchaser shall not disclose such information without first obtaining written consent from AG Peru.

Allowed Disclosure. In spite of Article 7.1, either Party to the Agreement may disclose or use the Confidential Information only in the following circumstances and scope: (a) The disclosure or use is required by any applicable laws, any rules of the exchange on which shares of either Party are listed, or any governmental agency, but the Party concerned shall notify the other Party of such requirement in time so that the other Party has a change to raise an objection to such disclosure or use, if any; or negotiate with the other Party about the time and contents of such disclosure or use; (b) The disclosure or use is necessary because of any legal procedures arising from the Agreement or any relevant agreement, or the disclosing Party discloses tax matters thereof to the tax authorities; (c) Regarding the conclusion or performance of the Agreement or any transaction hereunder, disclosure is made to the limited partner, shareholder, manager, director, employee, lawyer, accountant, financial consultant and other agent or representative (the “Representatives”) of either Party who need to know the Confidential Information, provided that such Representatives shall be subject to the constraints set out in Article 7 hereof in receiving such information; (d) Such Confidential Information may be obtained through open channels (except for the information disclosure incurred by the violation of confidentiality agreement (if any) or the Agreement); or (e) The other Party approves the disclosure or use in writing in advance. Convertible Bond Subscription Agreement 12 8 Announcement Either Party agrees to negotiate with the other Party before any news is released or any public statement is published with regard to the Agreement or the transaction contemplated hereunder, and will not release any news or publish any public statement before such negotiation, unless the release of any news or publication of any public statement is required by any applicable laws or the rules of the exchange on which shares of either Party are listed.