Authorized Disclosure and Use. Notwithstanding the foregoing provisions of Subsection (a), each party may disclose Confidential Information belonging to the other party to the extent such disclosure is reasonably necessary to:
Authorized Disclosure and Use. A Recipient may use and disclose the other Party’s Confidential Information as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, solely as reasonably required in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, or trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with Applicable Laws (including, without limitation, any securities regulations applicable to a Party), obtaining Regulatory Approval, or developing or commercializing a Primary Royalty Product or any product incorporating any VDCs or Derivatives thereof (in the case of Primary) or Legacy Royalty Product or any product incorporating any CDCs or Derivatives thereof (in the case of Legacy), provided, however, that if Recipient is required by Applicable Laws to make any such disclosure of the other Party’s Confidential Information it will, except where reasonably impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed and, to the extent confidential treatment cannot be secured using Commercially Reasonable Efforts, provide the other Party a reasonable opportunity to review and comment on the proposed disclosure, (c) in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants), lenders, acquirers, acquisition or merger targets, licensees, licensors, and other strategic partners on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, provided that, in any such disclosure, Primary shall not disclose to any Third Party materially and substantially engaged in the development and commercialization of products in the Legacy Field as a substantial portion of its business the identity of any Advanced CDC or Licensed VDC that is the subject of material ongoing development or commercialization efforts by any Legacy Licensee, Protected Ag Partner Scaffold Information,...
Authorized Disclosure and Use. Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting Patent applications, prosecuting or defending litigation, or complying with applicable governmental regulations, provided that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information, it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed.
Authorized Disclosure and Use. Notwithstanding Section 6.2, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is reasonably necessary to:
Authorized Disclosure and Use. Notwithstanding the provisions of Section 5.1, nothing herein shall preclude the Receiving Party from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by the Receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. In addition, each Party may not disclose the terms of this Agreement or any Operative Agreement (to the extent such terms are confidential) to any Third Party except to actual or prospective investors, acquirers or strategic partners or to a Party’s accountants, attorneys and other professional advisors; provided that such disclosures shall be subject to continued confidentiality obligations at least as strict as this Section 5.
Authorized Disclosure and Use. Notwithstanding the foregoing Section 4.01, each Party may disclose to Third Parties or use any confidential information belonging to the Party disclosing the confidential information (the “Disclosing Party”), including this Agreement, to the extent such disclosure or use is reasonably necessary to: (i) file or prosecute Licensed Patents; (ii) prosecute or defend litigation; (iii) otherwise exercise its rights and/or obligations hereunder provided such disclosure is covered by terms of confidentiality similar to those set forth herein; and (v) comply with applicable governmental laws and regulations.
Authorized Disclosure and Use. Notwithstanding Section 9.1, each party may disclose Confidential Information belonging to the other party to the extent such disclosure is required to comply with a court order or applicable governmental law or regulation, including law and regulations of the United States Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers or any national stock exchange regulation, and except as expressly provided herein. In the event a party is required by court order to disclose Confidential Information belonging to the other party, the Disclosing Party shall provide sufficient notice to the other party and such reasonable cooperation and assistance to enable the other party to seek a protective order or otherwise prevent or limit disclosure or use of such Confidential Information. In the event a party is required to disclose the terms of this Agreement or the Stock Purchase Agreement to the SEC, such party shall seek confidential treatment of this Agreement and the Stock Purchase Agreement to the extent permitted by law and shall provide to the other party a copy of the proposed redactions to be provided in connection with the applicable confidential treatment request in advance of submission to the SEC and shall consider in good faith any suggestions of the other party with respect to the scope of such redactions. In addition, either party may disclose the terms of this Agreement and the Stock Purchase Agreement to its accountants or attorneys that are under a duty of confidentiality to such party.
Authorized Disclosure and Use. Notwithstanding the foregoing Section 9.1, Chiron may disclose Licensee Confidential Information to the extent such disclosure is required to comply with a court order or applicable governmental law or regulation, including, without limitation, law and regulations of the United States Securities and Exchange Commission, the National Association of Securities Dealers or any national stock exchange regulation, and except as expressly provided herein. In addition, either party may disclose the terms of this Agreement to its accountants or attorneys or its potential or actual partners or collaborators under an obligation of confidentiality no less stringent than that provided in Section 9.1 above. In the event Chiron is required by court order to disclose Licensee Confidential Information, Chiron shall provide sufficient notice to Licensee and such reasonable cooperation and assistance to enable Licensee to seek a protective order or otherwise prevent or limit disclosure or use of such Licensee Confidential Information.
Authorized Disclosure and Use. Each Party may disclose the other Party’s Confidential Information hereunder to the extent such disclosure is reasonably necessary to exercise its rights and perform its duties under this agreement, and to the extent such disclosure is reasonably necessary in filing or prosecuting Patent applications, prosecuting or defending litigation, or complying with applicable governmental regulations, provided that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information, it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed. If disclosure is reasonably necessary to exercise a Party’s rights or perform its duties under this agreement, the disclosing Party shall disclose the minimum necessary information and shall first obtain a confidentiality agreement that protects the information from disclosure and use in a manner inconsistent with this Agreement.
Authorized Disclosure and Use. Notwithstanding the provisions of Section 8.1, each Party may use and disclose Confidential Information belonging to the other Party to the extent such use or disclosure is reasonably necessary to (a) prosecute or defend litigation provided that such Party shall provide the Disclosing Party with prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other remedy) or waiver of compliance therewith (and the Receiving Party shall cooperate reasonably with the Disclosing Party in all respects in seeking to obtain a protective order, waiver or other remedy and otherwise diligently contest or limit the required disclosure or (b) exercise rights hereunder; provided that any such disclosure is covered by terms of confidentiality similar to or more stringent than those set forth herein. In addition, Cardiokine may provide Confidential Information of Wyeth (i) to Cardiokine’s (sub)licensees, distributors, collaborators, investors and partners (and to any potential (sub)licensees, distributors, collaborators, investors and partners) and to Cardiokine’s legal and financial and other representatives and advisors in connection with the exercise of the license and other rights granted to Cardiokine and its Affiliates and sublicensees under this Agreement, and/or in connection with any due diligence in connection with any actual or potential acquisition of Cardiokine, including any sale, merger or transfer of any of the assets or business of Cardiokine, provided that any such disclosure is covered by terms of confidentiality similar to or more stringent than those set forth herein; and (ii) to any regulatory or other governmental agencies in connection with any filings with, or disclosures or submissions to, or any inspections or inquiries by, any regulatory or other governmental agencies in any country of the Territory and in connection with securing regulatory, pricing or other approvals in the Territory.
