Authorized Disclosure. (a) 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, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry. (b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each A Party to this Agreement may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(vii) regarding the terms and conditions of the License Agreement or Clinical Trials; providedthis Agreement, howeverto the Receiving Party’s legal and financial advisors, and to any actual or prospective acquirers, investors, collaborators and lenders (as well as and to their respective legal and financial advisors who are obligated to keep such information confidential), provided that if a the Receiving Party will be responsible for any disclosure of Confidential Information by any such Person inconsistent with the confidentiality obligations owed by the Receiving Party hereunder.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 6.2(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryinformation.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Royalty and Revenue Assignment Agreement (Akston Biosciences Corp)
Authorized Disclosure. (a) Each Party Either party hereto may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trials; providedprofessional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential or actual investors, howeverfinancing sources, other sources of funding, including debt financing sources, partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that if such disclosure shall be made only to the extent customarily required to consummate or required to perform such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary 106809661.3 obligations of confidentiality and non-use prior to any such disclosure;
(ix) as is necessary in connection with a permitted assignment pursuant to Section 11.4.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryinformation.
(bc) Notwithstanding anything herein to Effective upon the contrarydate hereof, either Party (any confidentiality agreement entered into by the parties hereto shall terminate and any employee, representative, be of no further force or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactioneffect, and (ii) shall be superseded by the “tax structure” provisions of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis ARTICLE 8.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose the Results or the Confidential Information hereunder of the other Party to the extent such disclosure is reasonably necessary in filing connection with the following:
(a) regulatory filings and other filings with Governmental Authorities including but not limited to filings with the SEC, FDA, EMA, WHO, or prosecuting patent applications, like agencies;
(b) prosecuting or defending litigation, ;
(c) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(d) disclosure to its Affiliates, employees, agents, subcontractors, and grantees, and any potential or conducting Preactual licensees or sublicensee (including development and/or commercialization partners), on a need-Clinical Studies to-know basis and solely in connection with the performance of this Agreement or Clinical Trialsa party’s Exploitation Rights hereunder, provided that in connection with such disclosure, the disclosing party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Results or Confidential Information or Anacor Confidential Information and cause each disclosee to treat such Results or Confidential Information or Anacor Confidential Information as confidential for a similar period as contained herein;
(e) in the case of Anacor, disclosure of the material terms of this Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner; providedprovided that in connection with such disclosure, howeverAnacor shall use all reasonable efforts to inform each disclosee of the confidential nature of such Results or Confidential Information and cause each disclosee to treat such Results or Confidential Information as confidential, that if for a similar period as required in this Section 8; and
(f) subject to Section 8.4, disclosure of Results necessary to fulfill Global Access or the Global Access Commitments. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of Results or the other Party’s Confidential Information pursuant to Sections 8.2(b) or 8.2(c), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryinformation.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:
(a) filing or prosecuting patent applicationsCollaboration Patents in accordance with Article 9; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Approval, provided however, that reasonable measures will be taken to assure confidential treatment of such information;
(c) prosecuting or defending litigation, ;
(d) complying with applicable governmental regulationsApplicable Law, including regulations promulgated by securities exchanges;
(e) disclosure to its Affiliates, employees, agents, and independent contractors, and any Sublicensees of Collaboration Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;
(f) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, distributor, or conducting Pre-Clinical Studies other potential or actual financial partner; provided that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential;
(g) disclosure of any Collaboration results or status reports (including data from any Clinical Trials) to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, or other potential or actual financial partner; providedprovided that (i) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, howeverand (ii) the disclosing Party submits the contents of such proposed disclosure to the other Party at least [***] prior to such disclosure, that if but the disclosing Party shall not be required to disclose the identity of the disclosee; and
(h) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in hereunder. Notwithstanding the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contraryforegoing, either Party (and any employee, representative, or other agent of either Party) may disclose to without any and all persons, without limitation of any kind, the such Party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) relating to such Party that are provided to it based on or derived from this Agreement, as well as [***] materials [***] relating to such tax treatment and or tax structure. For , except to the purposes extent that nondisclosure of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant such matters is reasonably necessary in order to understanding the purported or claimed federal income tax treatment of the transactioncomply with applicable securities laws.
Appears in 1 contract
Sources: Collaboration and License Agreement (Alder Biopharmaceuticals Inc)
Authorized Disclosure. (a) Each A Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying the following instances:
(a) Complying with applicable court order, law, governmental regulationsregulations or the rules of any national securities exchange governing body or association; provided that, prior to such disclosure, the disclosing Party will notify the other Party in writing in a timely manner so that such other Party may seek a protective order or other appropriate remedy or, in such other Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each Party will cooperate in all reasonable respects in connection with any reasonable actions to be taken for the foregoing purpose. In any event, the Party requested or required to disclose such Confidential Information may furnish it as requested or required pursuant to Applicable Law (subject to any such protective order or other appropriate remedy) without liability hereunder, provided that such Party furnishes only that portion of the Confidential Information which such Party is advised by its legal counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information; and
(b) in connection with the performance of, or conducting Prethe exercise of rights or remedies under, this Agreement and the other Transaction Documents, or disclosure to potential partners, licensees, research collaborators, investors, employees, consultants, or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-Clinical Studies or Clinical Trials; provided, however, use at least equivalent in scope to those set forth in this ARTICLE 10. The Parties acknowledge that if the terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party is to investment bankers, investors, potential investors, lenders and other financing parties, provided that they are bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this ARTICLE 10. In addition, a copy of this Agreement and any other Transaction Document may be filed by either Party or its Affiliates with the U.S. Securities and Exchange Commission or equivalent securities agency if such filing is, in the reasonable opinion of such Party’s legal counsel, required by law Applicable Law. Before filing this Agreement, any other Transaction Document or regulation any of the terms hereof or thereof pursuant to make this paragraph, the Parties will consult with one another on the terms of this Agreement or such other Transaction Document to be redacted in making any such disclosures filing, with the Party that is required, or whose Affiliate is required, to file this Agreement or such other Transaction Document providing as much advanced notice as is feasible under the circumstances, and considering in good faith the comments of the other Party’s Confidential Information it will. In connection with any such filing, except where impracticable for necessary disclosures (for example in the event of medical emergency)such Party shall endeavour, give reasonable advance notice at its own expense, to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure obtain confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to terms reasonably requested by the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the and other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein trade secret information to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated extent permitted by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionsecurities agency.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:
(a) filing or prosecuting patent applicationsProsecuting Patents in accordance with Article 9 (Patent Prosecution and Enforcement), prosecuting provided, however, that such disclosure would not result in the Disclosing Party breaching any confidentiality obligations to a Third Party;
(b) subject to Section 12.3 (Publicity; Terms of Agreement), submitting Regulatory Filings and other filings with Governmental Authorities (including Governmental Authorities), including filings with the MFDS or defending litigationNMPA, complying as necessary for the Development or Commercialization of a Product, as required in connection with applicable governmental regulationsany filing, application or conducting Pre-Clinical Studies or Clinical Trialsrequest for Regulatory Approval; provided, however, that if reasonable measures will be taken to assure confidential treatment of such information;
(c) prosecuting or defending litigation;
(d) subject to Section 12.3 (Publicity; Terms of Agreement), complying with Applicable Law, including regulations promulgated by securities exchanges;
(e) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the RAPT Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 (Confidentiality) prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of Confidential Information shall be as long as can be reasonably negotiated with such disclosee, but in any event no less than [***] after the date of disclosure to the disclosee;
(f) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner, other potential or actual financial partner, collaborator or licensee, as well as their legal, financial, tax and other advisors; provided that the disclosing Party will use reasonable efforts to make each disclosee bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 (Confidentiality) prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of such material terms shall be as long as can be reasonably negotiated with such disclosee; provided further that notwithstanding anything to the contrary contained in this Agreement, [***] shall be disclosed to [***], in each case, [***];
(g) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner, other potential or actual financial partner, collaborator or licensee, as well as their legal, financial, tax and other advisors; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 (Confidentiality) prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of such Confidential Information shall be as long as can be reasonably negotiated with such disclosee;
(h) disclosure pursuant to Section 12.5 (Publication and Listing of Clinical Trials and Compliance with Other Policies, Orders and Agreements); and Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless hereunder in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of manner that would breach this Agreement. Nothing in this Article Sections 12.1 (Confidentiality) or 12.2 (Authorized Disclosure) shall restrict limit either Party in any way from disclosing to any Third Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other such Party’s Confidential Information during the term of this Agreement, U.S. or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the foreign income tax treatment and the U.S. or foreign income tax structure of the transactions contemplated by relating to such Party that are based on or derived from this Agreement and Agreement, as well as all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and or tax structure. For , except to the purposes extent that nondisclosure of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant such matters is reasonably necessary in order to understanding the purported or claimed federal income tax treatment of the transactioncomply with applicable securities laws.
Appears in 1 contract
Sources: Collaboration and License Agreement (RAPT Therapeutics, Inc.)
Authorized Disclosure. (a) Each Notwithstanding the foregoing provisions of Section 11.1, a Receiving Party may disclose Confidential Information hereunder belonging to the Disclosing Party to the extent such disclosure is reasonably necessary to:
11.2.1. engage in filing Prosecution and Maintenance activities as contemplated by this Agreement;
11.2.2. prosecute or prosecuting patent applications, prosecuting or defending defend litigation, complying respond to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialssecurities regulators; provided, however, that if a the Receiving Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance shall first have given notice to the other Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information order or required to be disclosed be held in confidence by such court or agency or, if disclosed, unless in be used only for the opinion of purposes for which the order was issued or such disclosing Party’s legal counsel such disclosure was required by Applicable Law; and provided further that the Confidential Information disclosed in response to such court or governmental order or as required by Applicable Law shall be limited to that information which is legally required to be fully discloseddisclosed in response to such court or governmental order or by such Applicable Law;
11.2.3. In additionexercise its rights and perform its obligations hereunder;
11.2.4. make any Regulatory Filings or other filing, application or request for Regulatory Approval with any Regulatory Authority pursuant to the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; or
11.2.5. comply with Applicable Law. Additionally, the Receiving Party may provide Confidential Information of the Disclosing Party, if and to the extent reasonably required in order to perform its obligations and to exploit its licenses and other rights under this Agreement, to any bona fide actual or prospective acquirers, collaborators, licensors, Sublicensees, licensees, or strategic partners and to employees, directors, agents, consultants, and advisers of any such Third Party, in each case, who are under obligations of confidentiality and non‑use with prior notice respect to such information that is no less stringent than the terms of this Section 11.2 (but of duration customary in confidentiality agreements entered into for a similar purpose). If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 11.2, the Disclosing Party will to the extent possible give reasonable advance written notice of each Third Party with whom a confidential such disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies Party and take reasonable measures to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax ensure confidential treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionsuch information.
Appears in 1 contract
Sources: Collaboration, Option and License Agreement (CRISPR Therapeutics AG)
Authorized Disclosure. (a) Each Notwithstanding the obligations set forth in Section 10.1, a Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it willand the terms of this Agreement to the extent:
(a) such disclosure is reasonably necessary (i) for the filing or prosecution of Patents as contemplated by this Agreement; (ii) in connection with regulatory filings for the Product; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement;
(b) such disclosure is reasonably necessary: (i) to such Party’s directors, except where impracticable attorneys, independent accountants or financial advisors for necessary disclosures the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (ii) to actual or potential investors, acquirers, licensors, licensees, collaborators or other business or financial partners (including royalty financing partners) solely for example the purpose of evaluating or carrying out an actual or potential investment, acquisition, license, collaboration, financing or other business transaction; provided that in each such case of ((i) and (ii)) on the condition that such disclosees are bound by confidentiality and non-use obligations consistent with those contained in the Agreement or [ * ], and provided further that any breach of the confidentiality and non-use provisions of this Article 10 by any such disclosee shall be deemed a breach of this Article 10 by the Receiving Party; or
(c) such disclosure is required by judicial or administrative process, provided that in such event of medical emergency), give reasonable advance notice to such Party shall promptly inform the other Party of such required disclosure requirement (e.g., filings with and provide the SEC and stock markets) and, except other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the extent inappropriate in confidentiality and non-use provisions of this Article 10, and the case Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of patent applicationsconfidential treatment or a protective order, will use its reasonable efforts to secure ensure the continued confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryInformation.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Collaboration Agreement (Oyster Point Pharma, Inc.)
Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) Each Party may disclose Confidential Information hereunder under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration, if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent applicationsPatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigationlitigation related to this Agreement, complying with applicable governmental regulationsobtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products in its respective Territory, or conducting Pre-Clinical Studies or Clinical Trialsotherwise required by applicable Law; provided, however, that if a Party is required by law applicable Law or regulation the rules of any securities exchange or automated quotation system to make any such disclosures disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to in each of the extent inappropriate in the case of patent applicationsforegoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such disclosed and will only disclose that Confidential Information that is legally required to be fully disclosed. In addition, ; (c) to advisors (including lawyers and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party accountants) on a need to know basis for basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality no less restrictive than those set forth in this Agreement, or (d) to the purpose of carrying out extent mutually agreed to by the purposes Parties in writing. For clarity, neither Party shall be permitted to release a press release announcing the execution of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it Agreement without access to or use the written consent of the other Party’s Confidential Information during . Each Party acknowledges and agrees that the term other Party may submit this Agreement to the U.S. Securities and Exchange Commission or an equivalent authority governing such Party (“SEC”) and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable Law to make a disclosure of the terms of this Agreement, Agreement in a filing with or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein other submission to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactionSEC, and (iiA) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment such Party has provided copies of the transactiondisclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the U.S. Securities and Exchange Commission as set forth in this Section 13.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.
Appears in 1 contract
Sources: Strategic Collaboration and License Agreement (CM Life Sciences III Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trials; professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(ix) as is necessary in connection with a permitted assignment pursuant to Section 10.4.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Payer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless of Company provided hereunder.
(c) Notwithstanding anything set forth in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein materials and documentation relating to the contraryCompany’s Intellectual Property Rights may be only disclosed to or accessed by the Payer and its attorneys and auditors, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation of any kind, the tax treatment and tax structure other Representative of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionPayer.
Appears in 1 contract
Authorized Disclosure. (a1) Each Party may disclose Confidential Information hereunder of the other Party to the extent that such disclosure is reasonably necessary is:
(a) made in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsresponse to a valid order of a court of competent jurisdiction; provided, however, that such Party will first have given notice to such other Party and given such other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a Party disclosure order is required by law not quashed or regulation to make any such disclosures of a protective order is not obtained, the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example disclosed in the event of medical emergency), give reasonable advance notice response to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except court or governmental order will be limited to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information that information which is legally required to be fully disclosed. In additiondisclosed in response to such court or governmental order, and with prior notice as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such order,
(b) otherwise required by law or regulation; provided, however, that the Party that is so required will provide such other Party with notice of each Third such disclosure in advance thereof to the extent practicable;
(c) made by such Party to the Regulatory Authorities as necessary for the development or commercialization of a Product in a country, as required in connection with whom a any filing, application or request for Regulatory Approval or as required by applicable securities laws and regulations; provided, however, that reasonable measures will be taken to assure confidential disclosure agreement is being entered intotreatment of such information;
(d) made by such Party, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those in connection with the performance of this ArticleAgreement, Confidential Information to any Third such Party’s Affiliates, or to directors, officers, employees, consultants, representatives or agents of such Party or its Affiliates, in each case on a need to know basis and solely for the purpose use of carrying out the purposes of such information as permitted in this Agreement. Nothing , and provided that each of the foregoing recipients prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed 9 – ; or [ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, both (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, not material and (ii) the “tax structurewould be competitively harmful if publicly disclosed.” [ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.”
(e) made by such Party to existing or potential acquirers; investment bankers; existing or potential investors, merger candidates, venture capital firms or other financial institutions or investors for purposes of obtaining financing; in each case on a transaction means any fact need to know basis, and provided that may be relevant to understanding the purported or claimed federal income tax treatment each of the transactionforegoing recipients prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 9 – .
(2) In addition, the Purchaser may disclose Confidential Information of the Vendors to the extent that such disclosure is made to the Purchaser’s existing or potential sublicensees, licensors, or potential collaborators or bona fide strategic partners, in each case on a need to know basis and solely for use of such information as permitted in this Agreement, and provided that the Purchaser causes each of the foregoing recipients must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 9 – .
Appears in 1 contract
Sources: Patent Rights Purchase Agreement (XORTX Therapeutics Inc.)
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information hereunder of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing or prosecuting patent applicationsPatent Rights as permitted by this Agreement;
(b) enforcing such Party’s rights under this Agreement and in performing its obligations under this Agreement; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable governmental court orders, Applicable Laws, rules or regulations, or conducting Prethe listing rules of any exchange on which the Receiving Party’s securities are traded;
(e) disclosure to Affiliates, actual and potential Third-Clinical Studies Party licensees and sublicensees of the Receiving Party, and employees, consultants, subcontractors, agents, or Clinical Trials; other business partners of the Receiving Party who, in each case, have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, howeverin each case, that if a any such Affiliate, actual or potential licensee or sublicensee, employee, consultant, subcontractor, agent, or other business partner, agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this Article 6; and
(f) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third-Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 6.3(c) or 6.3(d), it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryhereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License Agreement (Chimerix Inc)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to another Party to the extent such disclosure is reasonably necessary in the following situations:
(a) filing or prosecuting patent applicationsapplications in accordance with Section 10.2;
(b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to Symproic;
(c) prosecuting or defending litigation, provided that, to the extent reasonably possible, a suitable protective order is in place, documents are filed under seal, or other reasonable measures are taken to maintain the confidentiality of such Confidential Information;
(d) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(e) disclosure to its Affiliates, its and their employees, agents, and independent contractors, BDSI Licensees (in the case of BDSI), and Shionogi Licensees (in the case of Shionogi) on a need-to-know basis and solely in connection with the performance of this Agreement or conducting Prethe other Definitive Agreements or exercise of rights under this Agreement or the other Definitive Agreements, provided that each disclosee must be bound by obligations of confidentiality and non-Clinical Studies use materially as protective as those set forth in this Section 13.2 prior to any such disclosure; and
(f) disclosure on a need-to-know basis to any bona fide potential or Clinical Trialsactual investor, investment banker, acquirer, acquisition target, merger partner, licensee, licensor, or other potential or actual financial or strategic partner; providedprovided that in connection with such disclosure, howeverthe disclosing Party shall use reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, that if in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergencypursuant to Section 13.2(a), give reasonable advance notice to the other Party of such disclosure requirement (e.g.13.2(b), filings with the SEC and stock markets13.2(c) andor 13.2(d), except to the extent inappropriate in the case of patent applications, it will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedinformation. In additionany event, and with prior notice the Parties agree to the other Party of each Third Party with whom a confidential take all reasonable action to avoid disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryhereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive License Agreement (Biodelivery Sciences International Inc)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure (which obligations must be consistent with the obligations of confidentiality set forth in the License Agreement and no less protective than those in this Agreement);
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure (which obligations must be consistent with the obligations of confidentiality set forth in the License Agreement and no less protective than those in this Agreement); or
(vii) disclosure to its actual or Clinical Trials; potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure (which obligations must be consistent with the obligations of confidentiality set forth in the License Agreement and no less protective than those in this Agreement).
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 6.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Royalty Purchase Agreement (PTC Therapeutics, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement;
(b) Regulatory Filings for Licensed Products that such Party has a license or right to Develop or Commercialize hereunder in a given country or Region;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges, provided that any Party making such disclosure shall promptly notify such other Party of such order or conducting Preregulation upon the receipt thereof, and provide reasonable assistance to such other Party in seeking confidential treatment of such Confidential Information;
(e) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, to its licensees and sublicensees, in each case on a need-Clinical Studies to-know basis in connection with the Development or Clinical TrialsCommercialization of Licensed Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; providedand
(f) disclosure to actual and bona fide potential investors, howeveracquirors, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent (except with respect to duration, which may be shorter as long as not less than three (3) years) as those herein, provided that if this Agreement is being disclosed the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition, or collaboration, which redaction shall be prepared in consultation with the other Party. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 13.3(c) or 13.3(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with and use the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable same diligent efforts to secure confidential treatment of such Confidential Information required as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable 42 efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 13.3(c) or 13.3(d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 13.
Appears in 1 contract
Sources: Licensing Agreement
Authorized Disclosure. (a) Each Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, the following instances:
(a) complying with applicable governmental regulationslaws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or conducting Pre-Clinical Studies to assist the other Party in obtaining, a protective order preventing or Clinical Trials; provided, however, limiting the disclosure and/or requiring that if a Party is required by the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;
(b) to make regulatory authorities in order to seek or obtain approval to conduct regulatory trials, or to gain regulatory approval, of Collaboration Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosures disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information it willand (ii) does not unreasonably reject any such suggestions;
(c) disclosure to investors and potential investors, except where impracticable for necessary disclosures (for example in acquirers, or merger candidates who agree to maintain the event of medical emergency), give reasonable advance notice to the other Party confidentiality of such information, provided that such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis used solely for the purpose of carrying out evaluating such investment, acquisition, or merger (as the purposes case may be); Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Agreement. Nothing document has been filed separately with the Securities and Exchange Commission.
(d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use 7; and
(e) disclosure of the other Party’s Confidential Information during the term terms of this Agreement, Agreement by Intrexon to collaborators and other channel partners or from using Confidential Information that is specifically derived from Precollaborators who agree to be bound by obligations of confidentiality and non-Clinical Studies or Clinical Studies use at least equivalent in scope to perform marketing, sales or professional services support functions as is customary those set forth in the pharmaceutical industrythis Article 7.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (Intrexon Corp)
Authorized Disclosure. (a) Each Party party may disclose Confidential Information hereunder of the other party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing or prosecuting patent applications, Patents as permitted by this Agreement;
(b) prosecuting or defending litigation, litigation as permitted by this Agreement;
(c) complying with applicable court orders or governmental authority orders or regulations;
(d) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors or conducting Pre-Clinical Studies financial institutions or Clinical Trials; advisors in confidential financing documents, provided, howeverin each case, that if any such Third Party agrees by prior written agreement to be bound by obligations of confidentiality and non-use, such obligations of confidentiality to contain a Party confidentiality period of at least five (5) years after disclosure of such Confidential Information; and
(e) disclosure to Sub-Licensee(s) in connection with sublicense agreements concluded in accordance with Section 2.3, provided, that any such Sub-Licensee agrees by prior written agreement to be bound by confidentiality obligations and non-use obligations substantially identical and not less onerous than those set forth in Section 9.1 (except as necessary to enjoy the sublicense). Notwithstanding the foregoing, in the event a party is required by law or regulation to make any such disclosures a disclosure of the other Partyparty’s Confidential Information pursuant to Sections 9.3(b) and 9.3(c), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligently as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid and/or minimize disclosure of Confidential Information required hereunder. The parties will consult with each other on the provisions of this Agreement to be disclosed, unless redacted in any filings made by the opinion parties with the Securities and Exchange Commission (or any other relevant agency or body related to a regulated stock exchange) or as otherwise required by law. ANNEX B: Agreed Form of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this License Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Joint Venture & Shareholder's Agreement (Lithium Technology Corp)
Authorized Disclosure. (a) Each To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information hereunder belonging to the extent such disclosure is reasonably necessary other Party in the following instances:
(a) filing or prosecuting patent applicationsapplications in accordance with this Agreement;
(b) communicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, prosecuting in accordance with this Agreement and as required in connection with any filing, application or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsrequest for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
(c) prosecuting or defending litigation;
(d) complying with applicable laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance and (ii) such disclosure is made in accordance with Section 14.3 or Section 14.4 as applicable; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
(e) disclosure, in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates, potential or actual collaborators (including potential Sublicensees), potential or actual investment bankers, investors, lenders, or acquirers, or employees, independent contractors or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 14; provided, however, that the Receiving Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 14 to treat such Confidential Information as required under this Article 14; and
(f) in the case of Dynacure, its Affiliates and Sublicensees, use and disclosure of Ionis Know-How in the ordinary course of the exercise of the rights and licenses granted to Dynacure hereunder. If Confidential Information is required by law or regulation to make disclosed in accordance with this Section 14.2, such disclosure will not cause any such disclosures of the other Party’s information to cease to be Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate that such permitted disclosure results in the case of patent applications, will use its reasonable efforts to secure confidential treatment a public disclosure of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the information (other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes than by breach of this Agreement). Nothing in this Article shall restrict any Where reasonably possible and subject to Section 14.3 and Section 14.4, the Receiving Party from using for any purpose any Confidential Information independently developed by it without access to or use will notify the Disclosing Party of the other Receiving Party’s Confidential Information during the term intent to make such disclosure pursuant to clauses (a) through (d) of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies Section 14.2 prior to perform marketing, sales or professional services support functions as is customary in making such disclosure to allow the pharmaceutical industry.
(b) Notwithstanding anything herein Disclosing Party adequate time to take whatever action it may deem appropriate to protect the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure confidentiality of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactioninformation.
Appears in 1 contract
Sources: Research Collaboration and License Agreement (Dynacure S.A.)
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information hereunder of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing or prosecuting patent applications, Patents as permitted by this Agreement;
(b) enforcing such Party’s rights under this Agreement (including registering the licenses granted hereunder with applicable authorities) and in performing its obligations under this Agreement.
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable governmental court orders, applicable laws, rules or regulations, or conducting Prethe listing rules of any exchange on which the Receiving Party’s securities are traded;
(e) disclosure to Affiliates, actual and potential licensees and sub-Clinical Studies licensees, employees, consultants or Clinical Trials; agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, howeverin each case, that if a any such Affiliate, actual or potential licensee or sub-licensee, employee, consultant or agent agrees to be bound by terms of confidentiality an d non-use comparable in scope to those set forth in this Article 6; and
(f) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors or acquirers in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 6.3(c) or 6.3(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryhereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Sublicense Agreement (Virpax Pharmaceuticals, Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by obligations of confidentiality and non-Clinical Studies use prior to any such disclosure substantially equivalent to those of this Agreement;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use prior to any such disclosure substantially equivalent to those of this Agreement;
(vii) disclosure to its actual or Clinical Trialspotential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use prior to any such disclosure substantially equivalent to those of this Agreement; providedor
(viii) to the extent mutually agreed by the parties.
(b) Notwithstanding the foregoing, however, that if a in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any Patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding anything to the contrary in this Agreement, the receiving Party may disclose Confidential Information hereunder only to the extent such disclosure is reasonably necessary in filing the following instances:
(a) disclosing as required by Applicable Law or prosecuting patent applicationscourt or administrative order, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsincluding rules of a securities exchange on which the receiving Party’s securities are listed; provided, however, that if a in such event the receiving Party is required by law or regulation shall (i) to make any such disclosures of the other Party’s Confidential Information it willextent possible, except where impracticable for necessary disclosures (for example in provide the event of medical emergency), give disclosing Party with reasonable advance notice to the other Party of such disclosure requirement in order to afford the disclosing Party an opportunity to seek an injunction against such disclosure or to limit the disclosure, and (e.g.ii) limit the disclosure to that which is necessary to comply with such law, government regulation or court order;
(b) preparing and submitting Regulatory Materials and obtaining and maintaining Regulatory Approvals or Pricing Approvals for Products pursuant to the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; |||
(c) in communications with existing or bona fide prospective acquirers, merger partners, lenders or investors, and consultants and advisors of the receiving Party in connection with transactions or bona fide prospective transactions with the foregoing, in each case on a “need-to-know” basis and under appropriate confidentiality provisions substantially similar to those of this Agreement (provided that with respect to disclosing the terms of this Agreement to such disclosees, the term of such confidentiality obligations in such other agreement may be shorter than the confidentiality term in this Agreement, so long as it extends for at least [***] ([***]) years); and
(d) to its Affiliates, sublicensees or prospective sublicensees, subcontractors or prospective subcontractors, consultants, agents and advisors in order for the receiving Party to exercise its rights or fulfil its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are substantially similar to those set forth in this Article 9 (provided that the term of such confidentiality obligations in such other agreement may only extend for [***] ([***]) years); provided, however, that, the receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to Section 9.3 to treat such Confidential Information as required under this Article 9. Notwithstanding the foregoing, disclosure as may be mandated under this Section 9.4 shall in no way alter the confidential nature of such Confidential Information for any other purpose (except to the extent the disclosure was made publicly available, such as but not limited to filings required to be made with the U.S. Securities and Exchange Commission or other applicable entity having regulatory authority over such Party’s securities (the “SEC”), in which case such disclosed Confidential Information shall no longer be deemed confidential). With respect to the foregoing (a), the Parties acknowledge that each Party may in the future to be obliged to file a copy of this Agreement with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclosemake such a required filing, under provided, that such Party shall request confidential treatment of certain commercial terms and technical terms hereof to the extent such confidential treatment is reasonably available to such Party. In the event of any such filing, such Party shall provide the other Party, a binder reasonable time prior to filing, with a copy of confidentiality containing the Agreement marked to show provisions as protective as those of this Article, Confidential Information for which the filing Party intends to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article seek confidential treatment and shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of reasonably consider and incorporate the other Party’s Confidential Information during comments thereon to the term extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. Such other Party will as promptly as practical provide any such comments. The obligations set forth in this Article 9 will remain in effect following the expiration or termination of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryAgreement for a period of [***] ([***]) years.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Strategic Collaboration and License Agreement (Codexis, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, for complying with applicable governmental regulationsApplicable Laws, or conducting Pre-Clinical Studies or Clinical Trials; providedincluding regulations promulgated by securities exchanges, however, provided that if a the Party is required by law or regulation to make disclose such information promptly notifies the Disclosing Party prior to making any such disclosures of disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or to otherwise limit disclosure. Each Receiving Party may disclose the other Party’s Confidential Information it willto its Affiliates, except where impracticable for necessary disclosures employees, agents, advisors, and independent contractors (for example including Permitted Third Parties) engaged by such Receiving Party, in each case (a) only to the event extent such Persons need to know the Confidential Information solely in connection with the performance of medical emergency)this Agreement or, give reasonable advance notice if applicable, the Program Transfer Agreement and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to those set forth in this ARTICLE 10 prior to any such disclosure and the Party making such disclosure to such Person shall be liable to the other Party for any breach of such obligations by such disclosee. PB may disclose SFJ Confidential Information to MedImmune as necessary to comply with PB’s obligations or exercise PB’s rights under the AZ License (it being understood that any such disclosure requirement will be made under the terms of Article 6 of the AZ License and that PB shall not be required to enter into any further confidentiality agreement with MedImmune for such purpose). Each Party may also disclose the material terms of this Agreement (e.g., filings with including the SEC and stock marketsform of Program Transfer Agreement) and, except to the extent inappropriate in the case or provide a copy of patent applications, will use its reasonable efforts to secure confidential treatment this Agreement or a summary of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required findings during its due diligence investigation of the Products (if applicable) to be fully disclosed. In additionany bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner without consent of the other Party, and provided that in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to those set forth in this ARTICLE 10 prior notice to any such disclosure and the Party making such disclosure to such disclosee shall be liable to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed breach of such obligations by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary such disclosee. Notwithstanding anything in the pharmaceutical industry.
(b) Notwithstanding anything herein foregoing to the contrary, either Party (Exhibit D constitutes PB’s Confidential Information and any employeenot SFJ’s Confidential Information, representative, or other agent of either Party) and PB may disclose Exhibit D to Third Parties as determined by PB in its sole discretion. In any and event, each Party agrees to take all persons, without limitation reasonable action to avoid unauthorized use or disclosure of any kind, the tax treatment and tax structure Confidential Information of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionParty hereunder.
Appears in 1 contract
Sources: Co Development Agreement (PhaseBio Pharmaceuticals Inc)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental regulationslaws and regulations (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and regulations promulgated by securities exchanges);
(iii) complying with a valid order of a court of competent jurisdiction or conducting Pre-Clinical Studies other Governmental Entity or Clinical Trialsas otherwise required by applicable law or regulation; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring or requesting that the Confidential Information and documents that are the subject of such order be held in confidence by such court or Governmental Entity or, if disclosed, be used only for the purposes for which the order was issued; and further provided that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order or applicable law or regulation shall be limited to that information which is legally required or requested to be disclosed in response to such court or governmental order or pursuant to such applicable law or regulation;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the Parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its actual and potential investors, and other sources of funding, including debt financing, or actual or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction, partnership, collaboration or acquisition and, thereafter, to monitor and exercise rights in connection therewith, and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(ix) as is necessary in connection with a permitted assignment pursuant to Section 11.4.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergencypursuant to Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(a)(iv), it will give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with including providing a draft of the SEC and stock markets) and, except proposed disclosure reasonably in advance of disclosure to the extent inappropriate permitted by applicable law) and consider in the case of patent applicationsgood faith reasonable comments thereto, will and shall use its commercially reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Revenue Participation Right Purchase and Sale Agreement (Orchestra BioMed Holdings, Inc.)
Authorized Disclosure. (a) Each 12.8.1 Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information hereunder of the other Party as follows: (i) under appropriate written confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations (e.g., in sublicense agreements), or as reasonably necessary in the exercise of its rights, under this Agreement, or in furtherance of the Development, Manufacture, use, Medical Affairs Activities or Commercialization of the Licensed Product, or in complying with the terms of the University of Vermont Agreement or the Novartis Agreements subject to the prior approval by Servier of a redacted version of this Agreement if required to be provided; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent applicationsapplications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulationsregulations or the rules of any national securities exchange, obtaining Regulatory Approvals for Licensed Product, fulfilling post-approval regulatory obligations, or conducting Pre-Clinical Studies or Clinical Trialsas otherwise required by Applicable Law; provided, however, that if a Party is required by law intends to rely on clause (i) or regulation (ii) to make any such disclosures disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applicationsapplications or as required by Applicable Law, will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be so disclosed; (iii) in communication with advisors, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In additionincluding lawyers and accountants, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (iv) to actual or potential Sublicensees; or (vi) to the extent mutually agreed to in writing by the Parties.
12.8.2 Notwithstanding the foregoing, the Parties recognize that independent investigators, academic centers and cooperative groups have been engaged, and will be engaged in the future, to conduct clinical and non-clinical studies of the Licensed Compound and of the Licensed Product. Nothing The Parties recognize that such investigators, academic centers and cooperative groups operate in this Article shall restrict any an academic environment and may publish and release information regarding such studies in a manner consistent with academic standards; provided that each Party from using will use reasonable efforts to prevent publications prior to the filing of relevant patent applications and to seek confidential treatment for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information either Party that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating disclosed to such tax treatment and tax structure. For the purposes of the foregoing sentenceacademic centers, (i) the “tax treatment” of a transaction means the purported cooperative groups or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactioninvestigators.
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Cti Biopharma Corp)
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 14.2 above, a Party may shall be entitled to disclose the Confidential Information hereunder of the other Party hereto to the extent that such disclosure is reasonably necessary is:
(i) made in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsresponse to a valid order of a court of competent jurisdiction; provided, however, that if a such Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures will first (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in practicably possible) have given notice to such other Party and given such other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the case of patent applications, will use its reasonable efforts to secure confidential treatment Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information required disclosed in response to such court or governmental order will be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information limited to that information which is legally required to be fully disclosed. In additiondisclosed in response to such court or governmental order;
(ii) otherwise required by law or stock exchange rule; provided, and however, that the receiving Party will provide the disclosing Party with prior notice of such disclosure in advance thereof to the other Party of each Third Party with whom a extent practicably possible and to the extent permitted, will seek confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use treatment of the other information disclosed and reasonably cooperate with the efforts of disclosing Party to seek confidential treatment of the information disclosed and disclose only that portion of the disclosing Party’s Confidential Information during required;
(iii) made by such Party to any Regulatory Authority or Governmental Authority as necessary for the term development (if authorized by THI) or Joint Commercialization of Product in a country, as required in connection with any filing, application or request for Regulatory Approval or as required by applicable securities laws and regulations, subject to the limitations in Section 14.3(ii);
(iv) made by such Party in connection with the performance of this Agreement, to its approved Sublicensees, Affiliates, directors, officers, employees, consultants, representatives or from using Confidential Information that is specifically derived from Preagents (“Representatives”), each of whom prior to disclosure must be bound by obligations of confidentiality and non-Clinical Studies or Clinical Studies use at least equivalent in scope to perform marketing, sales or professional services support functions as is customary those set forth in this Agreement; or
(v) made by such Party in the pharmaceutical industry.
(b) Notwithstanding anything herein course of submitting financial accounts to the contraryrelevant authorities as per local statutory requirements or to existing or potential acquirers; existing or potential collaborators; investment bankers; existing or potential investors, either Party (and any employeemerger candidates, representativepartners, venture capital firms or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions financial institutions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the investors for purposes of the foregoing sentenceobtaining financing; or, (i) the “tax treatment” bona fide strategic potential partners; each of a transaction means the purported or claimed federal income tax treatment whom prior to disclosure must be bound by obligations of the transaction, confidentiality and (ii) the “tax structure” of a transaction means any fact that may be relevant non-use at least equivalent in scope to understanding the purported or claimed federal income tax treatment of the transactionthose set forth in this Agreement.
Appears in 1 contract
Sources: Exclusive Joint Commercialization Agreement (RedHill Biopharma Ltd.)
Authorized Disclosure. (a) Each The receiving Party may disclose Confidential Information hereunder of the disclosing Party to a Third Party only upon reasonable advanced notice to the disclosing Party and only to the extent that such disclosure is:
(a) required by law, order, or regulation of a government agency or a court of competent jurisdiction, or by the rules of a securities exchange, provided that the receiving Party required to make such disclosure shall, after providing reasonable advanced notice to the disclosing Party before the disclosure, (i) give the disclosing Party an opportunity to comment on any such required disclosure, (ii) if requested by the disclosing Party, use Commercially Reasonable Efforts to obtain protective orders or any available limitations on or exemptions from such disclosure requirement where applicable and practicable;
(b) made to a patent office for the purposes of filing or enforcing a Patent as permitted in this Agreement, provided, however, the receiving Party (i) receives written consent from the disclosing Party for such disclosure, and (ii) takes reasonable measures to assure confidential treatment of such information, to the extent such disclosure protection is reasonably necessary in filing available;
(c) made by a Party or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulationsits Affiliates, or conducting Pre-Clinical Studies Sublicensees to the Regulatory Health Authority for the purposes of any filing, application or Clinical Trialsrequest for Regulatory Approval for the Product as permitted in this Agreement;
(d) made to advisors, actual or potential Third Party partners, investors, licensees, sublicensees or acquirers of all or substantially all of the assets to which this Agreement relates; provided, however, that if a the receiving Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) receives written consent from the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactiondisclosing Party for such disclosure, and (ii) takes reasonable measures to assure confidential treatment of such information, to the “tax structure” extent such protection is available; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of a transaction means any fact that the Securities Exchange Act of 1934, as amended.
(e) made by Fosun or its Affiliates, or Sublicensees to Third Parties as may be relevant to understanding necessary or useful in connection with the purported or claimed federal income tax treatment Exploitation of the transactionProduct as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith; provided that with respect to disclosures as per subsection (b), (d) and (e) of the following sentence, the Party making such disclosures shall ensure that each Third Party recipient is bound by obligations of confidentiality no less restrictive than those contained in this Agreement and shall be liable to the other Party for any breach of such confidentiality obligations by the relevant recipient.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applications, maintaining the Sublicensed Patents as permitted by this Agreement;
(b) regulatory filings for the Sublicensed Products that such Party has a license or right to develop or commercialize hereunder in a given country or within the Territory;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges, provided that any Party making such disclosure shall promptly notify such other Party of such order or conducting Preregulation upon the receipt thereof, and provide reasonable assistance to such other Party in seeking confidential treatment of such Confidential Information;
(e) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, to its sublicensees, in each case on a need-Clinical Studies to-know basis in connection with the development or Clinical Trialscommercialization of the Sublicensed Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; providedand
(f) disclosure to actual and bona fide potential investors, howeveracquirors, sublicensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent (except with respect to duration, which may be shorter as long as not less than three (3) years) as those herein, provided that if this Agreement is being disclosed the Disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition, or collaboration, which redaction shall be prepared in consultation with the other Party. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 11.2(c) or 11.2(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with and use the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable same diligent efforts to secure confidential treatment of such Confidential Information required as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 11.2(c) or 11.2(d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 11.
Appears in 1 contract
Sources: Sublicense Agreement (Rexahn Pharmaceuticals, Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trials; professional obligations of confidentiality and non-use at least as stringent as those imposed upon the Parties pursuant to Section 7.1 prior to any such disclosure;
(vii) upon the prior written consent of the Receiving Party;
(viii) disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(ix) as contemplated by Section 9.6.
(b) Notwithstanding the foregoing, in the event the Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Receiving Party’s Confidential Information pursuant to Sections 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Receiving Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless of Seller provided hereunder.
(c) Notwithstanding anything set forth in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketingincluding Section 7.2, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein materials and documentation relating to the contrarySeller’s Intellectual Property Rights may be only disclosed to or accessed by Buyer and its attorneys and auditors, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation other Representative of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Sources: Funding Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, litigation between the parties hereto;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(c) complying with a valid order of a court or conducting Pre-Clinical Studies administrative body of competent jurisdiction or Clinical Trialsother Governmental Entity;
(d) disclosure to its Affiliates and its and its Affiliates’ Representatives; provided, howeverthat each recipient of Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Agreement prior to any such disclosure;
(e) disclosure to its actual or potential investors, lenders or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that if a such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Agreement prior to any such disclosure; or
(f) upon the prior written consent of the Disclosing Party. Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.2(b) or (c), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. Without limiting the foregoing, a party may disclose the other party’s Confidential Information, without the other party’s prior written permission, to the extent it is required to do so by law, regulation, or a court or administrative order or an order of another Governmental Entity; however, prior to such disclosure, the compelled party shall notify the other party (which notice shall include a copy of the relevant portion of any applicable subpoena or order) as promptly as possible after it learns of such requirement to disclose, except to the extent such notification would be impractical or legally impermissible (in which event notification shall be made as soon as reasonably practicable and permissible), provide the other party with reasonable opportunity to pursue legal action to prevent or limit the required disclosure, and, if requested, provide reasonable assistance at the other party’s expense in undertaking reasonable legal action to prevent or limit the required disclosure. In the event of any such required disclosure, the party required to disclose the other party’s Confidential Information required to be disclosed, unless in shall disclose only that portion of the opinion of such disclosing Partyother party’s legal counsel such Confidential Information that it is legally required to be fully discloseddisclose based on the advice of its counsel. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each The Receiving Party shall be entitled continue to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, hold in confidence hereunder any such disclosed Confidential Information of the Disclosing Party unless and until such information is no longer required to any Third Party on a need to know basis for be held in confidence under the purpose of carrying out the purposes terms of this Agreement. Nothing in this Article The Buyer shall restrict any Party from using for any purpose not seek, because of, or based upon, any Confidential Information independently developed by it without access to of the Seller, Patent or any other form of intellectual property protection with respect to, or related to, any such Confidential Information or use the Confidential Information of the other Party’s Seller to obtain, or seek to obtain, a commercial advantage over the Seller. Without limiting the foregoing, the Buyer shall not file any Patent application based upon, disclosing or using any of the Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are Seller provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionhereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Revolution Medicines, Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non- use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-Clinical Studies to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(vii) upon the prior written consent of the Non-disclosing Party;
(viii) disclosure to its potential investors, and other sources of funding, including debt financing, or Clinical Trials; potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non- use prior to any such disclosure; or
(ix) as contemplated by Section 9.6.
(b) Notwithstanding the foregoing, in the event the Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Non-disclosing Party’s Confidential Information pursuant to Sections 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Non-disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless of ▇▇▇▇▇▇ provided hereunder.
(c) Notwithstanding anything set forth in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketingincluding Section 7.2, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein material and documentation relating to the contrarySeller’s Intellectual Property Rights may be only disclosed to or accessed by ▇▇▇▇▇ and its attorneys, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation other Representative of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Sources: Funding Agreement
Authorized Disclosure. (a) Each A Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing the following instances:
(i) Filing or prosecuting patent applications, prosecuting Patents;
(ii) Regulatory Filings;
(iii) Prosecuting or defending litigation, complying ;
(iv) Complying with applicable governmental regulations; and
(v) Disclosure, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings connection with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term performance of this Agreement, to Affiliates and actual or from using Confidential Information that is specifically derived from Preprospective licensees, sublicensees, contractors, research collaborators, employees, consultants, or agents, each of whom before disclosure must be bound by similar obligations of confidentiality and non-Clinical Studies or Clinical Studies use at least equivalent in scope to perform marketing, sales or professional services support functions as is those set forth in this Article 11. The Lead Marketing Party and its sublicensees may also disclose publicly clinical data for use in connection with the marketing of Collaboration Products in accordance with the customary in practice of the pharmaceutical industry.
(b) Notwithstanding anything herein The Parties acknowledge that the terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party, pursuant to a binding contractual obligation similar to, but in no event more lenient than, the contraryterms of confidentiality contained herein, to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirer or merger partners and potential acquirer or merger partners and Gilead Sciences, Inc. and University License Equity Holdings, Inc.. In addition, a copy of this Agreement may be filed by either Party (with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any employeesuch filing, representative, or other agent of either Party) may disclose such Party shall endeavor to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax obtain confidential treatment of the transactioneconomic and trade secret information, and (ii) shall provide the “tax structure” of a transaction means any fact that may other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be relevant to understanding reasonably considered by the purported or claimed federal income tax treatment of the transactionfiling Party.
Appears in 1 contract
Sources: Collaboration Agreement (Nuvelo Inc)
Authorized Disclosure. (a) Each The Receiving Party may disclose the Confidential Information hereunder of the Disclosing Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applicationsthe following instances:
(a) filing, prosecuting or maintaining the Licensed Patents in accordance with this Agreement;
(b) practicing the licenses granted hereunder or preparing and submitting regulatory filings with respect to Licensed Products;
(c) prosecuting or defending litigation, litigation or complying with applicable court orders or governmental regulationslaws, rules or conducting Pre-Clinical Studies regulations including, but not limited to, disclosures required by the FDA or Clinical Trialsthe Securities and Exchange Commission; or
(d) disclosure to Affiliates, Sublicensees, employees, consultants, agents or other Third Parties who have a need to know such information for purposes of this Agreement or in connection with due diligence or similar investigations, and disclosure to potential Third Party investors in confidential financing documents, provided, howeverin each case, that if a any such Affiliate, Sublicensee, employee, consultant, agent or Third Party is subject to obligations of confidentiality and non-use comparable to those set forth in this Section . Notwithstanding the foregoing, in the event a party is required by law or regulation to make any such disclosures a disclosure of the other Partyparty’s Confidential Information pursuant to Section , it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information required hereunder. The parties will consult with each other on the provisions of this Agreement to be disclosed, unless redacted in any filings made by the opinion of such disclosing Party’s legal counsel such Confidential Information is legally parties with the Securities and Exchange Commission or as otherwise required by law and on any disclosure to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryParties.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 10.1, the Receiving Party may disclose Confidential Information hereunder of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent extent:
(a) such disclosure is reasonably necessary in necessary: (i) for the filing or prosecuting patent applications, prosecution of Patents as contemplated by this Agreement; (ii) in connection with regulatory filings for Licensed Products; or (iii) for the prosecuting or defending litigation, complying litigation as contemplated by this Agreement;
(b) such disclosure is required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable governmental regulationscourt orders, provided that in such event such Party shall promptly inform the other Party such required disclosure and provide the other Party an opportunity to challenge or conducting Prelimit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-Clinical Studies use provisions of this Article 10, and the Party disclosing Confidential Information pursuant to law or Clinical Trialscourt order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information;
(c) such disclosure is made to Affiliates, officers, employees, contractors, consultants or agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement; provided, in each case, that any such Affiliate, officer, employee, contractor, consultant or agent first agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this Article 10;
(d) such disclosure is made 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 consistent with the confidentiality provisions of this Agreement as they apply to the Receiving Party (provided, however, that if in the case of financial advisers, including investment bankers, the term of confidentiality may be shortened to [***] from the date of disclosure and in the case of attorneys, no written agreement shall be required);
(e) with respect to the terms and conditions of this Agreement and any Confidential Information relating to this Agreement or the transactions contemplated by this Agreement, such disclosure is required in the reasonable opinion of such Party’s counsel, to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission, the Nasdaq Stock Market, the Hong Kong Stock Exchange or similar security regulatory authorities or stock market in other countries, including as a result of any actions taken by a Party not in violation of this Agreement. If a Party intends to disclose this Agreement or any of its terms or other such information in accordance with this Section 10.3, such Party will, except where impracticable or not legally permitted, give reasonable advance notice to the other Party of such disclosure, provide a draft of the disclosure to the other Party reasonably in advance of such filing or disclosure for the other Party’s review and comment. The non-disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good faith any timely comments provided by the non-disclosing Party. The disclosing Party shall seek confidential treatment of portions of this Agreement or such terms or information, as may be reasonably requested by the other Party in a timely manner;
(f) with respect to the reports provided by Licensee to SKB under Section 4.3 or Section 9.1, such disclosure is made to any of SKB’s licensors under any Existing Upstream License Agreements as required under the terms of the applicable Existing Upstream License Agreements, or to any of SKB’s potential or actual investors in connection with any financing transaction in which SKB would assign its right to receive payments under this Agreement or grant any security interest in its rights, title and interest in this Agreement;
(g) [***]; and
(h) to the extent mutually agreed to by the Parties in writing. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 10.3(a) or Section 10.3(b), it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings and cooperate with the SEC other Party to seek and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure obtain confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice information to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party extent legally permissible and shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use only disclose that portion of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies required to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrybe disclosed.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Collaboration Agreement (Crescent Biopharma, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing, prosecuting, and maintaining Patents as permitted by this Agreement;
(b) filing and maintaining Regulatory Approvals and other Regulatory Filings for Products that such Party has a license or prosecuting patent applicationsright to Develop, Manufacture, and Commercialize under this Agreement in a given country or jurisdiction;
(c) prosecuting or defending litigation, against litigation as permitted by this Agreement;
(d) complying with applicable governmental regulationsApplicable Law (including regulations promulgated by securities exchanges) or court or administrative orders;
(e) disclosure to actual and bona fide potential investors, acquirers, licensees, and other financial or commercial partners for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or conducting Precollaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein or Clinical Trialsotherwise customary for the circumstances of disclosure; providedand
(f) disclosure to its and its Affiliates’ employees, howeverconsultants, contractors, agents, licensees, and sublicensees, in each case on a need-to-know basis in connection with the Development, Manufacture, Commercialization or other exploitation of the Licensed Antibody and Product in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. Notwithstanding the foregoing, in the event that if a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 8.3(c) or 8.3(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information of a similar nature, unless but in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedno event less than reasonable efforts. In additionany event, and with prior notice the Parties agree to the other Party take all reasonable action to avoid disclosure of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information Information. Any information disclosed pursuant to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) subsections shall remain Confidential Information and subject to the “tax treatment” foregoing provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 8.
Appears in 1 contract
Sources: License Agreement (Rallybio Corp)
Authorized Disclosure. (a) Each Notwithstanding the obligations set forth in Section 11.01, a Party may disclose the other Party’s Confidential Information hereunder and the terms of this Agreement to the extent extent:
(i) such disclosure is reasonably necessary in (i) for the filing or prosecuting patent applications, of Patent Rights as contemplated herein; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product in the Territory; and (iii) for the prosecuting or defending litigationlitigation as contemplated herein;
(ii) such disclosure is reasonably necessary to its or its Affiliate’s employees, complying agents, consultants, contractors, licensees or sublicensees on a “need-to-know basis” for the sole purpose of performing its obligations or exercising its rights hereunder; provided that in each case, the disclosees are bound by written obligations of confidentiality consistent with applicable governmental regulationsthose contained in this Agreement;
(iii) such disclosure is reasonably necessary on a “need-to-know basis” to any bona fide potential or actual investor, acquiror, merger partner, or conducting Preother financial or commercial partner, as part of such Third Party’s due diligence process and for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship, provided that (i) such Third Party is not a competitor of the other Party; and (ii) prior to disclosure, such Third Party must be bound by written obligations of confidentiality and non-Clinical Studies use no less restrictive than the obligations set forth in this Article XI; or
(iv) it is, in the reasonable opinion of the receiving Party’s counsel, required to comply with Applicable Laws, including regulations or Clinical Trials; providedrules promulgated by applicable securities commissions (or other securities regulatory authorities), howeversecurity exchanges, that if court order, administrative subpoena or order.
(b) Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures pursuant to Section 11.02(a)(i) or (for example in the event of medical emergencyiv), give reasonable advance notice to such Party shall promptly notify the other Party of such disclosure requirement (e.g.required disclosure, filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applicationsthat it is legally authorized or permitted to so, will and shall use its reasonable efforts to secure confidential treatment of such Confidential Information required obtain, or to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to assist the other Party of each Third Party with whom in obtaining, a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for order preventing or limiting the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryrequired disclosure.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License, Distribution and Supply Agreement (PolyPid Ltd.)
Authorized Disclosure. (a) Each Notwithstanding the obligations set forth in Section 10.1, a Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information, including the terms and conditions of this Agreement, to the extent:
(a) such disclosure is reasonably necessary: (i) for the filing or prosecution of Patents as contemplated by this Agreement; (ii) in connection with regulatory filings for Products; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement;
(b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (ii) to actual or potential investors, acquirors, licensors, licensees, collaborators or other business or financial partners (including royalty financing partners) solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license, collaboration, financing or other business transaction; provided that in each such case on the condition that such disclosees are bound by confidentiality and non-use obligations consistent with those contained in the Agreement;
(c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information it that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 10, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; or
(d) with respect to the terms and conditions of this Agreement and any Confidential Information relating to this Agreement or the transactions contemplated by this Agreement, such disclosure is required in the reasonable opinion of such Party’s counsel, to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or the Nasdaq Stock Market or similar security regulatory authorities or stock market in other Countries, including as a result of any actions taken by a Party not in violation of this Agreement. If a Party intends to disclose this Agreement or any of its terms or other such information in accordance with this Section 10.3(d), such Party will, except where impracticable for necessary disclosures (for example in the event of medical emergency)or not legally permitted, give reasonable advance notice to the other Party of such disclosure, provide a draft of the disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party reasonably in advance of each Third Party with whom a confidential such filing or disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during review and comment. The non-disclosing Party will provide any comments as soon as practicable, and the term disclosing Party will consider in good faith any timely comments provided by the non-disclosing Party. The disclosing Party shall seek confidential treatment of portions of this AgreementAgreement or such terms or information, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding reasonably requested by the purported or claimed federal income tax treatment of the transactionother Party in a timely manner.
Appears in 1 contract
Sources: License and Collaboration Agreement (Rallybio Corp)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, ;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by a global stock market or conducting Presecurities exchanges;
(c) complying with a valid order of a court of competent jurisdiction or other Governmental Entity;
(d) for regulatory, Tax or customs purposes;
(e) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(f) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each of such recipients of Confidential Information must be bound by customary obligations of confidentiality and non-use at least as stringent as those imposed upon the parties pursuant to Section 8.1 prior to any such disclosure;
(g) upon the prior written consent of the Disclosing Party; or
(h) disclosure to actual and potential licensees, acquirors, investors and other sources of funding, including underwriters, debt financing, royalty financing partners, or Clinical Trials; co-investors, and their respective accountants, financial advisors and other professional representatives (“Financial Advisors”), provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; provided that, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 8.2(a), (b), (c) or (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance written notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file or assist any Third Party in filing any patent application based upon or using the Confidential Information required to be disclosed, unless in of the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedSeller provided hereunder. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each The Receiving Party shall be entitled liable to disclosethe Disclosing Party for any breach by its Affiliates or Representatives in the case of any disclosure made by a Receiving Party under Section 8.2(f) and any of its Financial Advisors in the case of any disclosure made by a Receiving Party under Section 8.2(h), under a binder if any such Person violates the terms of its confidentiality containing provisions as protective as those obligation or any of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing terms set forth in this Article Agreement as if such Person was a party hereto. The Buyer hereby acknowledges that the Seller may from time to time provide the Buyer with information that may constitute material non-public information with respect to itself and Licensees. Seller makes no representation or warranty and assumes no duty to inform ▇▇▇▇▇ whether any information delivered to Buyer pursuant to this Agreement constitutes material non-public information. The Buyer hereby agrees that it shall restrict not, and shall cause its Affiliates or Representatives to not, trade any Party from using for securities of the Seller or any purpose Licensee while in possession of any Confidential Information independently developed information received by it without access from the Seller pursuant to or use this Agreement in violation of the other Party’s Confidential Information during the term of securities laws. Notwithstanding anything set forth in this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketingincluding this Section 8.2, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein materials and documentation relating to the contrarySeller’s Intellectual Property Rights may be only disclosed to or accessed by ▇▇▇▇▇ and its attorneys, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation other Representative of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Sources: Revenue Participation Right Purchase Agreement (Cytokinetics Inc)
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 7.1, the Receiving Party may disclose Confidential Information hereunder of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) In the case of either Party as the Receiving Party:
(i) enforcing such Party’s rights or prosecuting patent applications, performing its obligations under this Agreement;
(ii) prosecuting or defending litigationlitigation as permitted by this Agreement;
(iii) such disclosure is reasonably necessary to its employees, complying agents, consultants, contractors, licensees or Sublicensees on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use consistent with those contained in this Agreement;
(iv) such disclosure is necessary to comply with Applicable Laws, including regulations promulgated by applicable governmental regulationssecurity exchanges, court order, administrative subpoena or conducting Pre-Clinical Studies or Clinical Trialsorder; provided, however, that if a provided in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to this subparagraph 7.3(a)(iii), it will, except where impracticable for necessary disclosures legally prohibited, (for example in the event of medical emergency), i) give reasonable advance notice to the other Disclosing Party of such disclosure requirement disclosure, (e.g., filings with the SEC and stock marketsii) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required information at least as diligent as the Receiving Party would use to be disclosedprotect its own confidential information, unless and (iii) in the opinion case of disclosures under this subparagraph 7.3(a), cooperate with any efforts by the Disclosing Party, at the Disclosing Party’s request and expense, to prevent or limit disclosure of such disclosing Party’s legal counsel Confidential Information; or
(v) disclosure to Third Parties in connection with due diligence or similar investigations, and disclosure to any bona fide potential or actual investor, acquiror or merger partner for the sole purpose of evaluating an actual or potential investment, acquisition or merger; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information is legally required and ensure that any such Third Party agrees to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder bound by obligations of confidentiality containing provisions as protective as and non-use similar to those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of contained in this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to In the contrary, either case of Eagle as the Receiving Party:
(i) [***];
(ii) [***]; and
(iii) [***].
(c) In the case of Combioxin as the Receiving Party (and any employee, representative, or other agent in case of either Party) may disclose to any and all persons, without limitation a termination of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials return of any kind (including opinions or other tax analyses) Licensed Know-How, Licensed Product and Licensed Patent 259471316 v2 Rights to Combioxin in accordance with Section 10.3, Section 10.4 and Section 10.5 that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, includes Eagle Confidential Information:
(i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and [***];
(ii) the “tax structure” [***]; and
(iii) [***].
(d) Each Party shall be responsible for any breaches of a transaction means confidentiality by any fact that may be relevant of its Affiliates, subcontractors, Representatives, advisors and Third Parties to understanding the purported or claimed federal income tax treatment of the transactionwhom it discloses Confidential Information pursuant to Section 7.3.
Appears in 1 contract
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing or prosecuting patent applications, Patent Rights as permitted by this Agreement;
(b) enforcing such Party’s rights under this Agreement and performing its obligations under this Agreement;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable governmental regulationscourt orders or Applicable Laws, or conducting Pre-Clinical Studies the listing rules of any exchange on which such Party’s securities are traded;
(e) in INDs, Marketing Approval Applications and other applications for Regulatory Approvals that the Receiving Party has the right to file, or Clinical Trials; holds, as expressly set forth in this Agreement;
(f) disclosure to the Receiving Party’s Affiliates and, in the case of Cidara, to (Sub)licensees and potential (Sub)licensees, and to the Receiving Party’s and its Affiliates’ Representatives who, in each case, need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, howeverin each case, that if a any such Affiliate, actual or potential (Sub)licensee, or Representative agrees to be bound by terms of confidentiality and non-use at least as restrictive as those set forth in this Article 9; and
(g) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors or other financing sources in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.3(c) or 9.3(d), it will, except where impracticable for necessary disclosures or legally impermissible, (for example in the event of medical emergency), i) give reasonable advance notice to the other Disclosing Party of such disclosure requirement disclosure, (e.g., filings with the SEC and stock marketsii) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts, and (iii) cooperate with any efforts by the Disclosing Party, at the Disclosing Party’s request and expense, to secure confidential treatment of such Confidential Information. Disclosure by the Receiving Party of Confidential Information required in accordance with any of the foregoing provisions of this Section 9.3 shall not, in and of itself, cause the information so disclosed to cease to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such treated as Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein except to the contraryextent that, either by virtue of disclosure by the Receiving Party (and any employeein full compliance with this Section 9.3, representative, such information becomes generally known or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionavailable.
Appears in 1 contract
Sources: License and Technology Transfer Agreement (Cidara Therapeutics, Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, ;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(c) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(d) for regulatory, Tax or customs purposes;
(e) for audit purposes;
(f) disclosure to its Affiliates, directors, managers, trustees, officers, employees and agents only on a need-Clinical Studies to-know basis and solely in connection with the performance of this Agreement or Clinical Trialsoversight of the transactions contemplated hereby, provided that each disclose must be bound by customary obligations of confidentiality and non-use before any such disclosure;
(g) upon the prior written consent of the Disclosing Party; providedor
(h) disclosure to its investors and other sources of funding, howeverincluding debt financing, and their respective accountants, financial advisors and other professional representatives, provided that if a such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each disclose must be bound by customary obligations of confidentiality and non-use before any such disclosure. Notwithstanding the foregoing, in the event that the Non-Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information it willpursuant to Sections 7.02(a), (b), (c) or (d), the Non-Disclosing Party shall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, Working Interest Holder shall not file any patent application based on or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this AgreementCompany provided hereunder or otherwise assert any ownership claim with respect to, or from using Confidential Information that is specifically derived from Pre-Clinical Studies claim any right to make, use or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kindsell products incorporating, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionExtraction Technology.
Appears in 1 contract
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual, professional or Clinical Trials; other customary obligations of confidentiality and non-use at least as stringent as those imposed upon the parties pursuant to Section 7.1 prior to any such disclosure;
(vii) upon the prior written consent of the party owning such Confidential Information (but solely to the extent of such consent);
(viii) disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(ix) in connection with an assignment permitted pursuant to Section 9.6.
(b) Notwithstanding the foregoing, in the event the Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Receiving Party’s Confidential Information pursuant to Sections 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Receiving Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless of Seller provided hereunder.
(c) Notwithstanding anything set forth in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketingincluding Section 7.2, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein materials and documentation relating to the contrarySeller’s Intellectual Property Rights may be only disclosed to or accessed by Buyer and its attorneys and auditors, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation other Representative of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Authorized Disclosure. (a) 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, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s 's Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s 's legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s 's Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided however, that such disclosure shall not be made to the extent reasonably necessary to comply with any applicable federal or state securities laws. For the purposes of the foregoing sentence, (i) the “"tax treatment” " of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “"tax structure” " of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Joint Collaboration and License Agreement (GTX Inc /De/)
Authorized Disclosure. (a) Each Notwithstanding the foregoing Section 13.1, a Receiving Party may disclose Confidential Information hereunder of the Disclosing Party:
(i) to the extent such and to the persons and entities as required by an applicable Law, rule, regulation, legal process, court order or the rules of any securities exchange on which any security issued by either Party is traded or of a Regulatory Authority; or
(ii) as necessary to file, prosecute or defend those patent applications or patents for which either Party has the right to assume filing, prosecution, defense or maintenance, pursuant to Article 10 of this Agreement; or
(iii) to prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any disclosure is reasonably necessary in filing necessary. Provided that, the Receiving Party required or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation intending to make any such disclosures of disclose the other Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures under Sections 13.2(i) or (for example in the event of medical emergency), iii) shall give reasonable advance written notice to the other Disclosing Party of such required disclosure requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, the Receiving Party is nonetheless, in the reasonable opinion of Receiving Party’s counsel, required to disclose Confidential Information of the Disclosing Party under Sections 13.2(i) or (e.g.iii), filings the Receiving Party may disclose only that portion of the Confidential Information of the Disclosing Party which such counsel advises in writing is legally required to be disclosed; provided that the Receiving Party shall preserve the confidentiality of such Confidential Information to the fullest extent possible, including, without limitation, by cooperating with the SEC and stock markets) and, except to the extent inappropriate Disclosing Party in the case of patent applications, will use its reasonable efforts to secure confidential or protective treatment of such Confidential Information required or to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom obtain a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, order or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionremedy.
Appears in 1 contract
Authorized Disclosure. (a) Each Either Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations: (a) prosecuting or defending litigation, ; (b) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges; (c) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Authority; (d) for regulatory, tax or customs purposes; (e) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure; (f) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trialsprofessional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure; provided(g) upon the prior written consent of the Disclosing Party and, howeverif Checkpoint is the Disclosing Party, that if the prior written consent of Parent; or (h) as is necessary in connection with a permitted assignment pursuant to Section 8.8 (Assignment). Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 6.2(a)-(d), it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party and, if Checkpoint is the Disclosing Party, to Parent, of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. Each Party will be permitted to retain (but not use) one file copy of all Confidential Information required on a confidential basis to be disclosed, unless evidence the scope of and to enforce the Party’s obligation of confidentiality and all back up electronic media maintained in the opinion ordinary course of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In additionbusiness for archival purposes; provided, and with prior notice however, that, notwithstanding anything to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kindcontrary herein, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of confidentiality obligations herein continue for as long as a Party retains any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionconfidential information.
Appears in 1 contract
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, ;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by a global stock market or conducting Presecurities exchanges;
(c) complying with a valid order of a court of competent jurisdiction or other Governmental Entity;
(d) for regulatory, Tax or customs purposes;
(e) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(f) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each of such recipients of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(g) upon the prior written consent of the Disclosing Party; or
(h) disclosure to actual and potential licensees, acquirors, investors and other sources of funding, including underwriters, debt financing, royalty financing partners, or Clinical Trials; co-investors, and their respective accountants, financial advisors and other professional representatives (“Financial Advisors”), provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; provided that, that if a in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 8.2(a), (b), (c) or (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance written notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file or assist any Third Party in filing any patent application based upon or using the Confidential Information required of the Seller provided hereunder. The Buyer hereby acknowledges that the Seller may from time to be disclosed, unless in time provide the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required Buyer with information that may constitute material non-public information with respect to be fully discloseditself and Permitted Licensees. In additionSeller makes no representation or warranty and assumes no duty to inform Buyer whether any information delivered to Buyer pursuant to this Agreement constitutes material non-public information. The Buyer hereby agrees that it shall not, and with prior notice shall cause its Affiliates or Representatives to not, trade any securities of the Seller or any Permitted Licensee while in possession of any information received by it from the Seller pursuant to this Agreement in violation of securities laws. Notwithstanding any other Party of each Third Party with whom a confidential disclosure agreement is being entered intoprovision hereunder, each the Receiving Party shall be entitled liable to disclosethe Disclosing Party for any breach by its Affiliate and Representatives in the case of any disclosure made by a Receiving Party under Section 8.2(f) and any of its Financial Advisors in the case of any disclosure made by a Receiving Party under Section 8.2(h), under a binder if any such Person violates the terms of its confidentiality containing provisions as protective as those obligation or any of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing terms set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions Agreement as is customary in the pharmaceutical industryif such Person was a party hereto.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Funding Agreement (Cytokinetics Inc)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder to the extent that such disclosure is reasonably necessary in filing or prosecuting patent applicationsis:
a. to its directors, prosecuting or defending litigationofficers, complying with applicable governmental regulationsemployees, advisers, consultants, attorneys, auditors, agents, contractors, or conducting Pre-Clinical Studies representatives that reasonably need to know the information for the purposes set out in this Agreement, and who are subject to obligations of confidentiality and non‑use substantially as protective as those set forth in this Agreement;
b. to its Affiliates, including their directors, officers, employees, advisors, consultants, agents, contractors or Clinical Trials; providedrepresentatives, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate they reasonably need to know the information for the purposes set out in this Agreement, and who are subject to confidentiality obligations substantially as protective as those set forth in this Agreement;
c. to its legal counsels or auditors to provide legal advice or to conduct internal check, assessment or auditing who need to know the case Confidential Information for the purpose of patent applicationsthe Receiving Party’s internal check, will use its assessment or auditing or in connection with the provision of legal services;
d. to Third Parties (including potential Third Party investors or other financing sources) in connection with due diligence or similar investigations by such Third Parties, or to the Receiving Party’s current or potential Third Party investors or other financing sources in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use; or
e. as required by Applicable Law, rules of public stock exchanges or court orders; provided that the Receiving Party may disclose only such information as is legally required, and provided further that the Receiving Party shall provide the Disclosing Party with as much advance written notice of such requirement as is reasonably possible and a reasonable opportunity to object to or limit such disclosure. and, at the Disclosing Party’s request and expense, cooperates with the Disclosing Party’s lawful efforts to secure contest such requirement or to obtain a protective order or other confidential treatment of such the Confidential Information required to be disclosed. The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including redaction of certain provisions of this Agreement) with any securities authority or other Governmental Authority or any stock exchange on which securities issued by a Party or its Affiliate are traded, unless in and each Party will use reasonable efforts to seek and obtain confidential treatment for the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required terms proposed to be fully disclosed. In additionredacted; provided that each Party will ultimately retain control over what terms are disclosed to any securities authority or stock exchange, and with prior notice as the case may be, to the extent such Party determines, on the advice of legal counsel, that disclosure is reasonably necessary to comply with Applicable Law, including disclosure requirements of the U.S. Securities and Exchange Commission, or with the requirements of any stock exchange on which securities issued by a Party or its Affiliates are traded; and provided further that the Parties will use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Party of each Third Party with whom a confidential disclosure agreement is being entered intoGovernmental Authority. Further, each the Receiving Party shall be entitled to disclose, under a binder responsible for any breach of confidentiality containing provisions as protective as hereunder by those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying persons/entities set out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySections 12.3a – 12.3d.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Product Commercialization Agreement (Iterum Therapeutics PLC)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, ;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by a global stock market or conducting Presecurities exchanges;
(c) complying with a valid order of a court of competent jurisdiction or other Governmental Entity;
(d) for regulatory, tax or customs purposes;
(e) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(f) disclosure to its Affiliates and Representatives on a need to know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(g) upon the prior written consent of the Disclosing Party; or
(h) disclosure to potential licensees, investors and other sources of funding, including debt financing or Clinical Trials; co-investors, and their respective accountants, financial advisors and other professional representatives, provided, however, that if a such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; provided that in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a), (b), (c) or (d)), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance written notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts [ * ] to secure confidential treatment of such information. For clarity, any use or disclosure of Confidential Information required to disclosed under the Confidentiality Agreement that is authorized under this Article 8 shall not be disclosedrestricted by, unless in or be deemed a violation of, the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedConfidentiality Agreement. In additionany event, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party Buyer shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to not file or assist any Third Party on a need to know basis for in filing any patent application based upon or using the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of Seller provided hereunder. Notwithstanding anything set forth in this Agreement, including Section 8.2, patent and patent-related material and documentation may be only disclosed to or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all personsaccessed by Buyer’s counsel, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions further disclosure to Buyer or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionits Representatives.
Appears in 1 contract
Authorized Disclosure. (a) Each The receiving Party may disclose Confidential Information hereunder belonging to the other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:
11.3.1 filing or prosecuting patent applicationsPatents Rights as set forth in this Agreement;
11.3.2 Company’s (or its Affiliates’ or Sublicensees’) research, Development or Commercialization (including any import, manufacture, use, offer for sale, or sale) activities, including Company’s (or its Affiliates’ or Sublicensees’) regulatory filings, with respect to Licensed Compounds and/or Licensed Product, including any Approvals or applications therefor;
11.3.3 prosecuting or defending litigation in relation to the BMS Patent Rights, BMS Platform Patent Rights, BMS Know-How or this Agreement, including responding to a subpoena in a Third Party litigation; provided it has used good faith and reasonable efforts to obtain a protective order for such Confidential Information;
11.3.4 subject to Section 11.4, complying with applicable governmental regulationsLaws (including the rules and regulations of the Securities and Exchange Commission (including as part of a Company initial public offering) or any national securities exchange) and with judicial process, or conducting Pre-Clinical Studies or Clinical Trialsif in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in impracticable, the event of medical emergency), receiving Party shall give the disclosing Party reasonable advance notice to the other Party of such disclosure requirement (e.g.which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, filings limit or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose;
11.3.5 disclosure, in connection with the SEC performance of this Agreement and stock markets) solely on a “need to know basis”, to Affiliates, or to existing or potential Sublicensees or collaborators (including existing or potential co-marketing and co-promotion contractors), research collaborators, employees, consultants, or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11; provided, however, that the receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11; and
11.3.6 made by such Party to existing or potential acquirers or merger candidates; investment bankers; public and private sources of funding; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, provided that such Party has used good faith and reasonable efforts to secure an agreement from any such Third Party to be bound by obligations of confidentiality and restrictions on use of Confidential Information that are no less restrictive than the obligations in this Agreement (but of shorter duration if customary). If and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent inappropriate that such disclosure results in the case of patent applications, will use its reasonable efforts to secure confidential treatment a public disclosure of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes information (otherwise than by breach of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry).
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing the following situations:
(a) regulatory filings and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission, the Commissione Nazionale per le Società e la Borsa or prosecuting patent applicationsother securities regulatory authority, The Nasdaq Stock Market LLC, the Mercato Telematico Azionario or other relevant exchange on which such Party is listed;
(b) prosecuting or defending litigation; ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) complying with applicable governmental regulationsLaws;
(d) disclosure to its employees, agents, consultants, and any bona fide Third Party potential (sub)-licensees (including potential Third Party contract manufacturers and other licensees or conducting Precollaborators) only on a need-Clinical Studies to-know basis and solely as necessary in connection with the performance of or Clinical Trialsas otherwise contemplated by this Agreement, provided that in each case the recipient of such Confidential Information must agree to be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Article 12 prior to any such disclosure; providedand
(e) disclosure of the material terms of this Agreement to any bona fide potential investor, howeverinvestment banker, acquiror, merger partner, licensees, sublicensees or other potential or actual financial or commercial partner; provided that if in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information and cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to clause (a) through (c) of this Section 12.2, it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to if reasonably requested by the extent inappropriate in the case of patent applicationsother Party, will use its reasonable diligent efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to hereunder except as otherwise provided in this Agreement. Each Party will be disclosed, unless in the opinion responsible for any acts or omissions of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any which such Party from using for any purpose any discloses Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of in accordance with this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySection 12.2.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Co Development and License Agreement (Cell Therapeutics Inc)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be informed of and bound by obligations of confidentiality and non-use prior to any such disclosure; or
(vii) disclosure to its actual or Clinical Trials; potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 7.2(a)(i), (a)(ii), (a)(iii) or (a)(iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information and to limit the required scope of such disclosure. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryS▇▇▇▇▇ provided hereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding the provisions of Section 14.1 above, a Party may shall be entitled to disclose the Confidential Information hereunder of another Party hereto to the extent that such disclosure is reasonably necessary is:
(i) made in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsresponse to a valid order of a court of competent jurisdiction; provided, however, that if a such Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures will first (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in practicably possible and permitted by such order) have given notice to such other Party and given such other Party a reasonable opportunity to quash such order, at such Party’s sole cost and expense, and to obtain a protective order, at such Party’s sole cost and expense, requiring that the case of patent applications, will use its reasonable efforts to secure confidential treatment Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information required disclosed in response to such court or governmental order will be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information limited to that information which is legally required to be fully disclosed. In additiondisclosed in response to such court or governmental order;
(ii) otherwise required by Applicable Law or the rules of a stock exchange; provided, however, that the receiving Party will provide the disclosing Party with notice of such disclosure in advance thereof to the extent practicably possible, and with prior notice to the other extent permitted seeks confidential treatment of the information disclosed and reasonably cooperates with any efforts of disclosing Party to seek confidential treatment of each Third the information disclosed and discloses only that portion of the Confidential Information required; STRICTLY CONFIDENTIAL
(iii) made by such Party to a Regulatory Authority as necessary for the development or commercialization of a medicinal product, including the Product, in a country, as required in connection with whom a confidential disclosure agreement is being entered intoany filing, each Party shall be entitled application or request for Regulatory Approval or as required by applicable securities laws and regulations, subject to disclosethe limitations in Section 14.3(ii);
(iv) made by such Party, under a binder of confidentiality containing provisions as protective as those in connection with the performance of this Article, Confidential Information to any Third Party Agreement and on a need to know basis only in connection therewith, to Affiliates, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement; or
(v) made by such Party in the course of submitting financial accounts to relevant authorities as per local statutory requirements or to existing or potential acquirers; existing or potential collaborators; investment bankers; existing or potential investors, merger candidates, venture capital or private equity firms or other financial institutions or investors for the purpose of carrying out the purposes of obtaining financing; or, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive Commercialization Agreement (RedHill Biopharma Ltd.)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder of the Disclosing Party to the extent that such disclosure is:
(a) made in response to a valid order of a court or other governmental authority or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is reasonably necessary in otherwise required by Applicable Law, including by reason of filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialssecurities regulators; provided, however, that if a the Receiving Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance shall first have given notice to the other Disclosing Party of and given the Disclosing Party a reasonable opportunity to quash such disclosure requirement (e.g., filings with order or to obtain a protective order or confidential treatment; and provided further that the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required disclosed in response to such court or governmental order shall be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information limited to that information which is legally required to be fully disclosed. In addition, and with prior notice disclosed in response to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to such court or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.governmental order;
(b) Notwithstanding anything herein made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval for the Collaboration Products as permitted by this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such information to the contraryextent practicable and consistent with Applicable Law;
(c) made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent as permitted by this Agreement; provided, either that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
(d) made by the Receiving Party (and any employeeto its attorneys, representativeauditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, existing or prospective investors, prospective acquirers, or other agent Third Parties as may be necessary or useful in connection with exploitation of either Party) may disclose to any Collaboration Products and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions Rayze Screening Products as contemplated by this Agreement or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and all materials of any kind (including opinions or other tax analyses) that are provided to it relating non-use with respect to such tax treatment Confidential Information substantially similar to the obligations of confidentiality and tax structure. For the purposes non-use of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionReceiving Party set forth herein.
Appears in 1 contract
Authorized Disclosure. Notwithstanding the obligations set forth in Section 9.1 (a) Each Confidentiality), a Party or its Affiliate may disclose the other Party’s Confidential Information hereunder and the terms of this Agreement to the extent extent:
9.2.1. such disclosure is reasonably necessary in (i) for the filing or prosecuting patent applications, of Patent Rights as contemplated by this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Product or submission of information to tax or other Governmental Authorities; (iii) for prosecuting or defending litigation, litigation as contemplated by this Agreement; or (iv) complying with applicable governmental regulationsLaw;
9.2.2. such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, sources of debt or equity financing, insurers, or conducting Prelicensors who need to know such information in order for such Party to perform its obligations or exercise its rights under this Agreement; provided that, in each case, the disclosees are bound by written obligations of confidentiality and non-Clinical Studies use no less stringent than those of this Agreement with a reasonable duration based on customary terms;
9.2.3. such disclosure is reasonably necessary to any bona fide potential or Clinical Trialsactual investor, acquirer, merger partner, collaborator, licensee or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition, license or other business relationship; providedprovided that, howeverin each case, the disclosees are bound by written obligations of confidentiality and non-use no less stringent than to those of this Agreement with a reasonable duration based on customary terms, and further provided that in the case of any such disclosure of Confidential Information to any actual or potential competitor of either Party, all competitively sensitive information (including, for the avoidance of doubt, all financial information) herein will be redacted until, subject to applicable Laws, the execution of a definitive agreement with such actual or potential competitor to implement a transaction with the receiving Party is imminent; or
9.2.4. such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena, or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures pursuant to Section 9.2.1 (for example in the event of medical emergencyAuthorized Disclosure) or 9.2.4 (Authorized Disclosure), give reasonable advance notice to then such Party will (i) promptly notify the other Party of such disclosure requirement required disclosure, (e.g., filings with ii) give the SEC and stock markets) other Party an opportunity to seek confidential treatment and, except to upon the extent inappropriate in the case of patent applicationsother Party’s request, such Party and its Affiliates will use its reasonable efforts to secure confidential treatment obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure, and (iii) if the other Party is unsuccessful in its efforts pursuant to subsection (ii), disclose only that portion of such the Confidential Information required to be disclosed, unless in the opinion of that such disclosing Party’s legal counsel such Confidential Information Party is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Intellectual Property Assignment and License Agreement (MiNK Therapeutics, Inc.)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder Information, including Agreement details, to the extent that such disclosure is reasonably necessary in filing or prosecuting patent applicationsis: a. to its directors, prosecuting or defending litigationofficers, complying with applicable governmental regulationsemployees, advisers, consultants, attorneys, auditors, agents, contractors, or conducting Prerepresentatives that reasonably need to know the information for the purposes set out in this Agreement, and who are subject to obligations of confidentiality and non-Clinical Studies use substantially as protective as those set forth in this Agreement; b. to its Affiliates, including their directors, officers, employees, advisors, consultants, agents, contractors or Clinical Trials; providedrepresentatives, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate they reasonably need to know the information for the purposes set out in this Agreement, and who are subject to confidentiality and non-use obligations substantially as protective as those set forth in this Agreement; c. [***] who are subject to obligations of confidentiality and non-use substantially as protective as those set forth in this Agreement; d. [***] provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use; or e. as required by Applicable Law, rules of public stock exchanges or court orders; provided that the case Receiving Party may disclose only such portion of patent applicationsthe Confidential Information as is legally required, will use its and provided further that (i) the Receiving Party shall provide the Disclosing Party with as much advance written notice of such requirement as is reasonably possible and a reasonable opportunity to object to or limit such disclosure, and (ii) at the Disclosing Party’s request and expense, cooperates with the Disclosing Party’s lawful efforts to secure contest such requirement or to obtain a protective order or other confidential treatment of such the Confidential Information required to be disclosed, unless . The Parties shall coordinate in advance with each other in connection with the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those filing of this Article, Confidential Information to any Third Party on a need to know basis for the purpose Agreement (including redaction of carrying out the purposes certain provisions of this Agreement. Nothing in this Article shall restrict ) with any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, securities authority or other agent of either Party) may disclose to Governmental Authority or any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated stock exchange on which securities issued by this Agreement and all materials of any kind (including opinions a Party or other tax analyses) that its Affiliate are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactiontraded, and (ii) each Party will use reasonable efforts to seek and obtain confidential treatment for the “tax structure” of a transaction means any fact that may terms proposed to be relevant to understanding the purported or claimed federal income tax treatment of the transaction.redacted; provided,
Appears in 1 contract
Sources: Product Commercialization Agreement (Precigen, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
(a) filing, prosecuting, and maintaining Patents as permitted by this Agreement;
(b) filing Regulatory Filings for Licensed Products that such Party has a license or prosecuting patent applicationsright to Develop, manufacture, and Commercialize under this Agreement in a given country or jurisdiction;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable governmental regulationsApplicable Law (including regulations promulgated by securities exchanges) or court or administrative orders;
(e) disclosure to actual and bona fide potential investors, acquirors, licensees, and other financial or commercial partners for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or conducting Precollaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein; and
(f) disclosure to its and its Affiliates’ employees, consultants, contractors, agents, licensees, and sublicensees, in each case on a need-to-know basis in connection with the Development, manufacture, Commercialization or Clinical Trials; providedother Exploitation of the Licensed Compound and Licensed Products in accordance with the terms of this Agreement, howeverin each case under written obligations of confidentiality and non-use at least as stringent as those herein. Notwithstanding the foregoing, in the event that if a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 11.3(c) or Section 11.3(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information of a similar nature, unless but in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedno event less than reasonable efforts. In additionany event, and with prior notice the Parties agree to the other Party take all reasonable action to avoid disclosure of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information Information. Any information disclosed pursuant to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) subsections shall remain Confidential Information and subject to the “tax treatment” foregoing provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 11.
Appears in 1 contract
Authorized Disclosure. (a) Each receiving Party may disclose Confidential Information hereunder belonging to the disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applicationsmaintaining Patents as permitted by this Agreement;
(b) regulatory filings for Products (for Pediatrix, only in the Pediatrix Territory) that such Party has a license or right to Develop hereunder in a given country or jurisdiction;
(c) prosecuting or defending litigation, litigation arising under this Agreement;
(d) complying with applicable court orders or governmental regulations; and
(e) disclosure to its and its Affiliates’ employees, contractors and agents, to ARS Collaborators (in the case of ARS) and to Sublicensees (in the case of Pediatrix), in each case on a need- to-know basis in connection with the Development and manufacture of Compositions, and Development, manufacture and Commercialization of Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non- use at least as stringent as those herein; and
(f) disclosure to potential and actual investors, acquirers, licensees and other financial or conducting Precommercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration in such receiving Party, in each case under written or professional obligations of confidentiality and non-Clinical Studies or Clinical Trials; provideduse at least as stringent as those herein. Notwithstanding the foregoing, however, that if in the event a receiving Party is required by law or regulation to make any such disclosures a disclosure of the other disclosing Party’s Confidential Information pursuant to Section 13.3(c) or (d), and before making any such disclosure, it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)or prohibited, give reasonable prompt advance written notice to the other disclosing Party of such disclosure requirement (e.g.and its intended disclosure, filings and shall cooperate with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable disclosing Party’s efforts to secure limit or avoid such disclosure and/or to seek a protective order, confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedor other available remedy. In additionany event, and with prior notice the Parties agree to the other Party take all reasonable action to avoid disclosure of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other disclosing Party’s Confidential Information during hereunder. Any information disclosed pursuant to Section 13.3(c) or (d) shall remain Confidential Information and subject to the term of restrictions set forth in this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 13.
Appears in 1 contract
Sources: Collaboration and Distribution Agreement (Silverback Therapeutics, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:
(a) filing or prosecuting patent applicationsPatents as permitted in this Agreement;
(b) regulatory filings and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission;
(c) prosecuting or defending litigation, ;
(d) complying with applicable governmental regulationsLaws;
(e) disclosure to its employees, agents, and consultants, and any Third Parties (including licensees or sublicensees with which a Party is Developing or Commercializing Products) only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement, provided that in each case the recipient of such Confidential Information must agree to be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Article 12 prior to any such disclosure; and
(f) disclosure of the material financial terms of this Agreement to any bona fide potential investor, investment banker, acquiror, merger partner, or conducting Pre-Clinical Studies other potential financial partner (including, if applicable, a Third Party Partner that may or Clinical Trialsdoes make an equity investment in Affymax, or a loan to Affymax, in connection with its arrangement with Affymax for Product in the Affymax Territory); providedprovided that in connection with such disclosure, howeverthe disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and shall cause each recipient of such Confidential Information to treat such Confidential Information as confidential. [ * ] = Certain confidential information contained in this document, that if marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to clause (a) through (d) of this Section 12.2, it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable best efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryhereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, the following instances:
(a) complying with applicable governmental regulationslaws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or conducting Pre-Clinical Studies to assist the other Party in obtaining, a protective order preventing or Clinical Trials; provided, however, limiting the disclosure and/or requiring that if a Party is required by the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;
(b) to make regulatory authorities in order to seek or obtain approval to conduct regulatory trials, or to gain regulatory approval, of Collaboration Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators outside the Field, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosures disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information it willand (ii) does not unreasonably reject any such suggestions;
(c) disclosure to investors and potential investors, except where impracticable for necessary disclosures (for example in acquirers, or merger candidates who agree to maintain the event of medical emergency), give reasonable advance notice to the other Party confidentiality of such information, provided that such disclosure requirement is used solely for the purpose of evaluating such investment, acquisition, or merger (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in as the case of patent applicationsmay be);
(d) disclosure on a need-to-know basis to Affiliates, will use its reasonable efforts to secure confidential treatment of licensees, sublicensees, employees, consultants or agents (such Confidential Information required as CROs and clinical investigators) who agree to be disclosed, unless bound by obligations of confidentiality and non-use at least equivalent in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required scope to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, those set forth in this Article 7; each Party shall be entitled to disclose, under a binder responsible and liable for any breaches of confidentiality containing provisions as protective as those by any such Affiliates, licensees, sublicensees, employees, consultants or agents and
(e) disclosure of the terms of this Article, Confidential Information Agreement by Intrexon to any Third Party on a need collaborators and other channel partners or collaborators who agree to know basis for the purpose be bound by obligations of carrying out the purposes of this Agreement. Nothing confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry7.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (Histogenics Corp)
Authorized Disclosure. (a) Each Party Either party hereto may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trials; providedprofessional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential investors, howeverand other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that if such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(ix) as is necessary in connection with a permitted assignment pursuant to Section 10.3.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(bc) Notwithstanding anything herein any provision in in this Agreement to the contrary, either Party (materials and any employeedocumentation relating to the Seller’s Intellectual Property Rights may be only disclosed to or accessed by the Buyer and its attorneys and auditors, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation of any kind, the tax treatment and tax structure other Representative of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Milestone Pharmaceuticals Inc.)
Authorized Disclosure. (a) Each In addition to disclosures allowed under Section 12.1 and under Section 12.3(c), each Party may disclose Confidential Information hereunder belonging to the other Party or its Affiliates solely to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting patent applicationsPatent Rights as permitted by this Agreement, to the extent approved by the Disclosing Party; (ii) in connection with Regulatory Filings for FS Product Line or External Products; (iii) prosecuting or defending litigation, litigation arising from this Agreement; (iv) complying with applicable Applicable Law, court orders or governmental regulations, including rules of self-regulatory organizations and SEC filing and disclosure requirements; and (v) to potential or conducting Pre-Clinical Studies actual investors or Clinical Trialsacquirers as may be necessary in connection with their evaluation of a potential or actual investment or acquisition; provided, however, that if a such investors or acquirers shall be subject to reasonable obligations of confidentiality and non-use no less rigorous than the terms contained in this Agreement.
(b) In the event the Recipient Party is required by law or regulation to make any such disclosures disclose Confidential Information of the other Party’s Confidential Information it willDisclosing Party by law, except where impracticable for necessary disclosures (for example applicable court order or governmental regulation or in the event of medical emergency)connection with bona fide legal process, give reasonable advance notice to the other Party of such disclosure requirement shall not be a breach of this Agreement; provided that the Recipient Party (e.g., filings with i) informs the SEC and stock marketsDisclosing Party as soon as reasonably practicable of the required disclosure; (ii) and, except limits the disclosure to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information that which is legally required to be fully disclosed. In addition; and (iii) at the Disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure.
(c) Either Party may disclose the existence and terms of this Agreement in confidence to its attorneys and advisors, and to potential and actual acquirers (and their respective professional attorneys and advisors), in connection with prior notice a potential or actual merger, acquisition or reorganization and to the other Party existing and potential investors or lenders of such Party, as part of their due diligence investigations, or to existing and potential licensees or sublicensees or to permitted assignees, in each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, case under a binder reasonable terms of confidentiality containing provisions as protective as those of this Article, Confidential Information and non-use and to any Third Party on a need to know basis use such information solely for the purpose of carrying out permitted pursuant to this Section 12.3(c), provided that if such disclosure includes the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access Exhibits to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Prethe terms of confidentiality and non-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary use shall be no less rigorous than the terms contained in the pharmaceutical industrythis Agreement.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Distribution Agreement (Acutus Medical, Inc.)
Authorized Disclosure. Notwithstanding the obligations set forth in Section 9.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information and the terms of this Agreement to the extent:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing for (i) the Development, manufacture or prosecuting Commercialization of the Collaborative Product, including obtaining and maintaining Regulatory Approval or patent applicationsprotection, pursuant to the terms of this Agreement; or (ii) the prosecuting or defending litigationlitigation as contemplated by this Agreement; or
(b) such disclosure is reasonably necessary: (i) to the Receiving Party’s directors, complying attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound in writing by confidentiality and non-use obligations consistent with applicable governmental regulationsthose contained in this Agreement; or (ii) to actual or potential investors, acquirers, licensors, licensees, collaborators or conducting Preother business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration; provided that in each such case on the condition that such disclosures are bound in writing by confidentiality and non-Clinical Studies use obligations consistent with those contained in the Agreement;
(c) such disclosure is required by Applicable Laws, including judicial or Clinical Trials; providedadministrative process (such as vetting process of securities listing), howeverand/or by competent securities regulators and stock exchanges, including but not limited to the SEC, the HKEx and the SFC. Confidential Information that if is disclosed under this Section 9.2(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9, and the Party disclosing Confidential Information pursuant to Applicable Laws may disclose, but only to the extent so required, and shall take all steps reasonably necessary and practicable, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 9.2(a)(ii) or Section 9.2(c), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance written notice to the other Party of such disclosure requirement (e.g., filings with to allow the SEC other Party a reasonable opportunity to seek a protective order or equivalent and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any 36. event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in the opinion of hereunder. Any disclosure under this Section 9.2 shall not relieve such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third its obligations as the Receiving Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrycontained herein.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Collaborative Development and Commercialization Agreement (Tracon Pharmaceuticals, Inc.)
Authorized Disclosure. (a) Each Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, the following instances:
(a) complying with applicable governmental regulationslaws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or conducting Pre-Clinical Studies to assist the other Party in obtaining, a protective order preventing or Clinical Trials; provided, however, limiting the disclosure and/or requiring that if a Party is required by the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;
(b) to make regulatory authorities in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of Collaboration Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosures disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information it willand (ii) does not unreasonably reject any such suggestions;
(c) disclosure to investors and potential investors, except where impracticable for necessary disclosures (for example in acquirers, or merger candidates who agree to maintain the event of medical emergency), give reasonable advance notice to the other Party confidentiality of such information, provided that such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis used solely for the purpose of carrying out evaluating such investment, acquisition, or merger (as the purposes case may be); Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Agreement. Nothing document has been filed separately with the Securities and Exchange Commission.
(d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use 7; and
(e) disclosure of the other Party’s Confidential Information during the term terms of this Agreement, Agreement by Intrexon to collaborators and other channel partners or from using Confidential Information that is specifically derived from Precollaborators who agree to be bound by obligations of confidentiality and non-Clinical Studies or Clinical Studies use at least equivalent in scope to perform marketing, sales or professional services support functions as is customary those set forth in the pharmaceutical industrythis Article 7.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (Synthetic Biologics, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:
(a) filing or prosecuting patent applicationsCollaboration Patents in accordance with Article 9;
(b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Approval, provided however, that reasonable measures will be taken to assure confidential treatment of such information;
(c) prosecuting or defending litigation, ;
(d) complying with applicable governmental regulationsApplicable Law, including regulations promulgated by securities exchanges;
(e) disclosure to its Affiliates, employees, agents, and independent contractors, and any Sublicensees of Collaboration Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;
(f) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, distributor, or conducting Pre-Clinical Studies other potential or actual financial partner; provided that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential;
(g) disclosure of any Collaboration results or status reports (including data from any Clinical Trials) to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, or other potential or actual financial partner; providedprovided that (i) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, howeverand (ii) the disclosing Party submits the contents of such proposed disclosure to the other Party at least [***] prior to such disclosure, that if but the disclosing Party shall not be required to disclose the identity of the disclosee; and
(h) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed, unless in hereunder. Notwithstanding the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contraryforegoing, either Party (and any employee, representative, or other agent of either Party) may disclose to without any and all persons, without limitation of any kind, the such Party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) relating to such Party that are provided to it based on or derived from this Agreement, as well as [***] materials [***] relating to such tax treatment and or tax structure. For , except to the purposes extent that nondisclosure of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant such matters is reasonably necessary in order to understanding the purported or claimed federal income tax treatment of the transactioncomply with applicable securities laws.
Appears in 1 contract
Sources: Collaboration and License Agreement (Alder Biopharmaceuticals Inc)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder of the other Party to the extent that such disclosure is reasonably necessary is:
(a) made in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsresponse to a valid order of a court of competent jurisdiction; provided, however, that if a in each case such disclosing Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures to the extent reasonably practicable, (for example in the event of medical emergency), give reasonable advance i) first have given written notice to the other Party of and given such disclosure requirement other Party a reasonable opportunity to take appropriate action and (e.g.ii) cooperate with such other Party as necessary to obtain an appropriate protective order or other protective remedy or treatment; provided, filings with further, that in each case, the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required disclosed in response to such court or governmental order will be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information limited to that information which is legally required to be fully disclosed. In additiondisclosed in response to such court or governmental order, as determined in good faith by the Party that is obligated to disclose Confidential Information pursuant to such order;
(b) otherwise required to be disclosed by any applicable law, rule, or regulation (including, without limitation, the U.S. federal securities laws and the rules and regulations promulgated thereunder) or the requirements of any stock exchange to which a Party or any Affiliate thereof is subject; provided, however, that the Party that is so required will provide such other Party with prior written notice of such disclosure reasonably in advance thereof to the other Party extent reasonably practicable and reasonable measures will be taken to assure confidential treatment of each Third such information, including such measures as may be reasonably requested by the disclosing Party with whom a confidential disclosure agreement is being entered intorespect to such Confidential Information; *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
(c) made by such Party, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those in connection with the performance of this ArticleAgreement, Confidential Information to any such Party’s Affiliates, licensees, sublicensees, contractors, directors, officers, employees, consultants, representatives or agents, or to other Third Party Parties, in each case on a need to know basis and solely to use such information for the purpose of carrying out the business purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed relevant to and permitted or required by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information and provided that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, each such party to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations substantially as protective as those set forth in this Agreement and (ii) the “tax structure” Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; or
(d) made by (x) such Party to existing or potential acquirers, existing or potential collaborators, licensees, licensors, sublicensees, investment bankers, accountants, attorneys, existing or potential investors, merger or acquisition targets, partners, venture capital firms or other financial institutions or investors for use of a transaction means any fact that may be such information for business purposes relevant to understanding this Agreement or for due diligence in connection with the purported financing, licensing or claimed federal income tax treatment acquisition of such Party or an Affiliate thereof (or such Party’s or its Affiliate’s acquisition of, or merger with, a Third Party) or (y) BDSI to Meda in performance of its obligations under, or with respect to any agreement entered into between BDSI and Meda concerning the transactiontermination, prior to the effectiveness of this Agreement, of that certain previous agreement between Meda and BDSI pursuant to which Meda enjoyed certain rights to BEMA Fentanyl Products in the Territory (such previous agreement, the “Meda License”; any such termination-related agreement, a “Meda Termination Agreement”), and provided that (i) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations (or in the case of attorneys or accountants, an equivalent professional duty of confidentiality) substantially as protective as those set forth in this Agreement and (ii) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations.
Appears in 1 contract
Sources: License and Development Agreement (Collegium Pharmaceutical, Inc)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental Laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes; provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis; provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trialsprofessional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives; providedprovided that such disclosure shall be made only to the extent customarily required to consummate such investment, howeverfinancing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non use prior to any such disclosure;
(ix) as is necessary in connection with an actual or potential permitted assignment pursuant to Section 10.3.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Purchase and Sale Agreement (KalVista Pharmaceuticals, Inc.)
Authorized Disclosure. Subject to this Section 6.3, each Receiving Party may disclose certain portions of a Disclosing Party’s Confidential Information, without violating the obligations of this Agreement, to the extent permitted as follows:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably deemed necessary by counsel to a Receiving Party to be disclosed to such Receiving 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 such Receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to such Receiving Party;
(b) disclosure by it or its Affiliates to Governmental Authorities in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulationsorder to obtain and maintain Patents as required by the China License Agreement and this Agreement;
(c) disclosure by a Receiving Party to any Affiliate, or conducting Preto its or its Affiliates’ Representatives or (sub)licensees on a need-Clinical Studies to-know basis in order to enable such Receiving Party to exercise its rights, or Clinical Trialsto carry out its responsibilities, under this Agreement; provided, howeverin each case, that if any such Affiliate, Representative or (sub)licensee agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to such Receiving Party;
(d) disclosure as reasonably necessary or useful to gain or maintain approval to conduct clinical trials for a T▇▇▇▇▇▇ Product, to obtain and maintain Regulatory Approval or to otherwise Develop, manufacture and Commercialize T▇▇▇▇▇▇ Products in accordance with the rights granted under this Agreement and the China License Agreement;
(e) disclosure by a Party required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system); or
(f) disclosure by a Party to bona fide potential or actual investors or bona fide potential or actual acquirers or assignees or actual or, with respect to R-Bridge as Receiving Party, potential licensees or sublicensees in connection with due diligence or similar investigations by such Third Parties; provided, in each case, that any such potential or actual investor, acquirer, assignees, licensee or sublicensee agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to such Receiving Party. If a Receiving Party is required by law judicial or regulation administrative process to make disclose Confidential Information that is subject to the non-disclosure provisions of this Article 6, such Receiving Party shall promptly inform (in any event, prior to making any required disclosure) the Disclosing Party of the disclosure that is being sought in order to provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations, and, if requested by the Disclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosures disclosure, at the Disclosing Party’s request and expense. Confidential Information that is disclosed as permitted by this Section 6.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 6, and the Party disclosing Confidential Information as permitted by this Section 6.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in to ensure the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure continued confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryInformation.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) Prosecuting Patents as permitted by this Agreement;
(b) Regulatory Filings for Products that such Party has a license or prosecuting patent applications, right to Develop and Commercialize hereunder;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable governmental regulationscourt orders or Applicable Laws; and
(e) disclosure to its Representatives, and to its actual and prospective licensees and Sublicensees and contract manufacturing organizations, in each case on a need-to-know basis in connection with the Development, Manufacture and Commercialization of the Compound and Products and performance of Medical Affairs and other rights and obligations in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein and for a duration that is reasonable in the circumstances; and
(f) disclosure to potential and actual investors, acquirors, licensees, Sublicensees and other financial or conducting Precollaboration partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein and for a duration that is reasonable in the circumstances, provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition or Clinical Trials; providedcollaboration. Notwithstanding the foregoing, however, that if in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 13.3(c) or Section 13.3(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid to the greatest extent possible disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 13.3(c) or Section 13.3(d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 13.
Appears in 1 contract
Sources: Collaboration and License Agreement (Aurinia Pharmaceuticals Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or Clinical Trials; professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential or actual investors, financing sources (including debt financing sources), partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate or required to perform such investment, financing transaction partnership, collaboration or acquisition and that if each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure;
(ix) as is necessary in connection with a permitted assignment pursuant to Section 11.4.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless of ▇▇▇▇▇▇ provided hereunder.
(c) Notwithstanding anything set forth in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein materials and documentation relating to the contrarySeller’s Intellectual Property Rights may be only disclosed to or accessed by the Buyer and its attorneys and auditors, either Party (and any employee, representative, or other agent of either Party) may disclose without further disclosure to any and all persons, without limitation of any kind, the tax treatment and tax structure other Representative of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Avadel Pharmaceuticals PLC)
Authorized Disclosure. (a) Each Notwithstanding the obligations set forth in Section 10.1, a Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it willand the terms of this Agreement to the extent: (a) such disclosure is reasonably necessary: (i) for the filing or prosecution of Patents as contemplated by this Agreement; (ii) in connection with regulatory filings for a Product; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, except where impracticable attorneys, independent accountants or financial advisors for necessary disclosures the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (ii) to actual or potential investors, acquirors, licensors, licensees, collaborators or other business or financial partners (including royalty financing partners) solely for example the purpose of evaluating or carrying out an actual or potential investment, acquisition, license, collaboration, financing or other business transaction; provided that in each such case on the condition that such disclosees are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; or (c) such disclosure is required by judicial or administrative process, provided that in such event of medical emergency), give reasonable advance notice to such Party shall promptly inform the other Party of such required disclosure requirement (e.g., filings with and provide the SEC and stock markets) and, except other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the extent inappropriate in confidentiality and non-use provisions of this Article 10, and the case Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of patent applications, will use its reasonable efforts confidential treatment or a protective order to secure ensure the continued confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryInformation.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Collaboration Agreement (Instil Bio, Inc.)
Authorized Disclosure. The Receiving Party may only use the Confidential Information of the Disclosing Party for exercising its rights and performing its obligations under this Agreement and may only disclose Confidential Information of the Disclosing Party as follows: (a) Each Party may disclose Confidential Information hereunder to the extent required to its Affiliates and its and their respective directors, officers, employees, agents, existing or prospective sublicensees, permitted assignees, consultants, and representatives who reasonably need to know such disclosure is reasonably necessary Confidential Information in filing order to advise or prosecuting patent applicationsassist the Receiving Party in connection with the performance of its obligations or rights granted or reserved in this Agreement and under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (b) as required by applicable Law, prosecuting or defending litigation, complying with applicable governmental regulationsregulation, or conducting Pre-Clinical Studies or Clinical Trialsin response to a valid Order of a court of competent jurisdiction; provided, however, that if a Receiving Party is required by law Law, regulation, or regulation in response to a valid Order of a court to make any such disclosures disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g.requirement, filings limit disclosure to only the Confidential Information requested to be disclosed and, if requested by the Disclosing Party, cooperate with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with existing or prospective investors, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In additionlenders, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered intofinancing sources, each Party shall be entitled to discloseprofessional advisors, under a binder of confidentiality containing provisions as protective as those of this Articleacquirers, Confidential Information to any Third Party merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis for the purpose of carrying out the purposes basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (d) to the extent mutually agreed to in writing by the Parties. Nothing in The confidentiality and non-use obligations set forth under this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to Agreement will survive the termination or use of the other Party’s Confidential Information during the term expiration of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryAgreement for a period of [***] years.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows:
(a) Each Party may disclose under appropriate confidentiality provisions substantially equivalent to those in this Agreement:
(i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder;
(ii) in the case of Arrys as the receiving Party, to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, in each case, on a need to know basis;
(iii) in the case of AskAt as the receiving Party, to actual or potential acquirers or assignees, collaborators, investment bankers, investors or lenders, in each case, on a need to know basis; and
(iv) in the case of AskAt as the receiving Party, to actual or potential licensees (including an actual or potential licensee who is a Arrys Sublicensee coming into a direct license as provided for in this Agreement) solely as is reasonably necessary for each such disclosee to conduct technical or legal due diligence in connection with the proposed transaction with AskAt; provided that in no event shall such disclosure include any Confidential Information hereunder of Arrys other than the scope of Licensed Technology, Licensed Compounds, Licensed Products, in the Field and in the Territory,
(b) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent Patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or conducting Pre-Clinical Studies or Clinical Trialsotherwise required by Applicable Law; provided, however, that if a Party is required by law or regulation Applicable Law to make any such disclosures disclosure of the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosures (for example in the event of medical emergency)disclosures, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to in each of the extent inappropriate in the case of patent applicationsforegoing, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such disclosed and shall only disclosed that Confidential Information that is legally required to be fully disclosed. In addition, ;
(c) to advisors (including lawyers and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party accountants) on a need to know basis for the purpose basis, in each case under appropriate confidentiality provisions or professional standards of carrying out the purposes confidentiality substantially equivalent to those of this Agreement; or
(d) to the extent mutually agreed to by the Parties. Nothing In the event that a receiving Party discloses Confidential Information of the other Party pursuant to the foregoing provisions of this Section 9.2, the receiving Party shall be primarily liable to the other Party for any act or omission of a disclosee to whom the receiving Party provides the disclosing Party’s Confidential Information to the same extent as if such act or omission of a disclose were an act or omission of the receiving Party. Notwithstanding the foregoing, the Parties shall agree upon a joint press release to announce this Agreement in a form to be mutually agreed by the Parties; thereafter, each Party may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Notwithstanding the foregoing, if a Party is required by Applicable Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC or foreign equivalent, any stock exchange or market, including publicly disclosing or filing this Agreement as a “material agreement” in accordance with Applicable Laws or applicable stock exchange regulations, and (A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party shall have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by Applicable Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Article Section 9.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, shall restrict any in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party from using for any purpose any Confidential Information independently developed by it without access shall have the right to issue additional press releases or use to make public disclosures with the prior written agreement of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, the following instances:
(a) complying with applicable governmental regulationslaws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or conducting Pre-Clinical Studies to assist the other Party in obtaining, a protective order preventing or Clinical Trials; provided, however, limiting the disclosure and/or requiring that if a Party is required by the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;
(b) to make regulatory authorities in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of Collaboration Products, or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators to the extent Intrexon has a right to so use such Confidential Information under Sections 4.3 and/or 10.4, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosures disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information it willand (ii) does not unreasonably reject any such suggestions;
(c) disclosure to investors and potential investors, except where impracticable for necessary disclosures (for example in acquirers, or merger candidates who agree to maintain the event of medical emergency), give reasonable advance notice to the other Party confidentiality of such information, provided that such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis used solely for the purpose of carrying out evaluating such investment, acquisition, or merger (as the purposes case may be);
(d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of this Agreement. Nothing confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use 7; and
(e) disclosure of the other Party’s Confidential Information during the term terms of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, Agreement by either Party (to collaborators and any employeeother channel partners or collaborators who agree to be bound by obligations of confidentiality, representative, or other agent of either Party) may disclose to any intellectual ownership and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactionassignment, and (ii) the “tax structure” of a transaction means any fact that may be relevant non-use at least equivalent in scope to understanding the purported or claimed federal income tax treatment of the transactionthose set forth in this Article 7.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (OvaScience, Inc.)
Authorized Disclosure. Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in (i) for the filing or prosecuting patent applications, of Patent rights as contemplated herein; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Product; or (iii) for the prosecuting or defending litigationlitigation as contemplated herein;
(b) such disclosure is reasonably necessary to its or its Affiliate’s employees, complying agents, consultants, contractors, licensees or sublicensees on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights hereunder; provided that in each case, the disclosees are bound by written obligations of confidentiality consistent with applicable governmental regulationsthose contained in this Agreement;
(c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or conducting Pre-Clinical Studies other financial or Clinical Trialscommercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; providedprovided that in connection with such disclosure, howeversuch Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or
(d) such disclosure is reasonably necessary to comply with Laws, that if including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergencypursuant to Section 12.2(a) or 12.2(d), give reasonable advance notice to such Party shall promptly notify the other Party of such disclosure requirement (e.g.required disclosure, filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applicationsthat it is legally authorized or permitted to so, will and shall use its reasonable efforts to secure confidential treatment of such Confidential Information required obtain, or to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to assist the other Party of each Third Party with whom in obtaining, a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for order preventing or limiting the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryrequired disclosure.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. Notwithstanding the provisions of Section 6.1.1 (Confidential Information), the Receiving Party and its Recipients may disclose Confidential Information belonging to the Disclosing Party to the extent that such disclosure is reasonably necessary to:
(a) Each Subject to the proviso of Section 6.1.5(b), comply with Applicable Laws (including the rules, regulations or requirements of the U.S. Securities and Exchange Commission or a national securities exchange or another similar regulatory body) or any judicial or administrative process or court or governmental order (including in connection with the prosecution or defense of litigation), if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is so required; provided, that Confidential Information disclosed shall be limited to that information which the Receiving Party is advised by legal counsel is legally required under the relevant Applicable Law, rule, regulation, requirement, judicial or administrative process or court or governmental order;
(b) Make filings and submissions to, or correspond or communicate with, any Governmental Authority reasonably necessary for the filing, prosecuting, defending or enforcing Patent Rights, for obtaining or maintaining approval to conduct Clinical Trials, or for Developing, Manufacturing or Commercializing, or conducting Medical Affairs activities in respect of, the Licensed Compound or the Licensed Products, in each case, as contemplated by and in accordance with this Agreement; provided that such disclosure is only to the extent reasonably necessary for the foregoing; or
(c) Disclose pharmacovigilance information originating from a Party, its Affiliates, or the other Party to Governmental Authorities, investigators, ethical committees and internal review boards, and any other Third Parties that have a need to know such information according to each Party’s risk management and Adverse Event reporting policies and requirements. In the event that the Receiving Party or its Recipients, as applicable, deem it reasonably necessary to disclose Confidential Information belonging to the Disclosing Party pursuant to this Section 6.1.2 (Authorized Disclosure), the Receiving Party shall, to the extent possible, provide the Disclosing Party with reasonable advance notice of such disclosure and take reasonable measures to ensure confidential treatment of such information. In addition, the Receiving Party may disclose Confidential Information hereunder belonging to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Disclosing Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on who is performing diligence in connection with a transaction with the Receiving Party (including potential Sublicensees and licensees), and any Third Party (including licensees) who need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any compliance with an existing agreement; provided that, each such Third Party from using for any purpose any Confidential Information independently developed by it without access to or use of has signed a written confidentiality agreement with the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information Receiving Party that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in no less restrictive than the pharmaceutical industryterms hereof.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding the obligations set forth in Section 10.1, a Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it willand the terms of this Agreement to the extent:
(a) such disclosure is reasonably necessary to its employees, except where impracticable agents, consultants, contractors, licensees or sublicensees on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; or
(b) such disclosure is reasonably necessary disclosures to any bona fide potential or actual investor, acquirer, merger partner, licensee, sublicensee, or other financial or commercial partner ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; or
(for example in c) such disclosure is reasonably necessary to comply with applicable Laws, rules or regulations promulgated by Governmental Authorities or applicable securities exchanges, court order, or administrative subpoena or order; provided that the event of medical emergency)Party subject to such Laws, give rules, regulations, court order, or administrative subpoena or order shall (i) promptly notify the other Party prior to making such required disclosure; (ii) provide reasonable prior advance notice of the proposed text of such disclosure to the other Party of such disclosure requirement for its prior review; (e.g., filings with iii) use good faith efforts to incorporate the SEC reviewing Party’s reasonable comments thereon and stock markets(iv) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required obtain, or to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to assist the other Party of each Third Party with whom in obtaining, a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for order preventing or limiting the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryrequired disclosure.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License and Collaboration Agreement (Theravance Biopharma, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement;
(b) regulatory filings for Products that such Party has a license or right to Develop and Commercialize hereunder in a given country or jurisdiction;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court orders or governmental regulations; and
(e) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, to its licensees and sublicensees, in each case on a need-to-know basis in connection with the Development, manufacture and Commercialization of the Compound and Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and
(f) disclosure to potential and actual investors, acquirors, licensees and other financial or conducting Precommercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein, provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition or Clinical Trials; providedcollaboration, howeverwhich redaction shall be prepared in consultation with the other Party. [ * ] = Certain confidential information contained in this document, that if marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 14.3(c) or (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 14.3(c) or (d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 14.
Appears in 1 contract
Sources: Collaboration and License Agreement (Exelixis, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applicationsthe following situations:
(a) regulatory filings and other filings with Governmental Authorities, including filings with the SEC, with respect to a Product;
(b) prosecuting or defending litigation, litigation relating to this Agreement;
(c) complying with applicable governmental laws and regulations, including regulations
(d) disclosure to its Affiliates, employees, agents, and independent contractors, and any sublicensees of Collaboration Technology only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement, provided that each disclosee must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Article 12 prior to any such disclosure; and
(e) solely with respect to the material terms of this Agreement, disclosure to any bona fide potential or conducting Pre-Clinical Studies actual investor, investment banker, acquirer, merger partner, or Clinical Trialsother potential or actual financial partner; providedprovided that in connection with such disclosure, howeverthe disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, that if in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to this Section 12.2, it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment limit the scope of such disclosure, as well as any subsequent use or disclosure of the information so disclosed, by seeking confidential treatment, a protective order, or the like. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required hereunder. All documents and other materials which embody the Confidential Information of a Party will be returned to such Party promptly following termination of this Agreement, and no copies, extracts or other reproductions shall be disclosedretained by the other Party, unless in except that one copy may be retained by the opinion of such disclosing other Party’s legal counsel such Confidential Information is legally to ascertain compliance with this Agreement; provided that a Party shall not be required to be fully disclosed. In addition, and with prior notice to return Information generated under the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryCollaboration.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. (a) Each 12.8.1 Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information hereunder of the other Party as follows: (i) under appropriate written confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations (e.g., in sublicense agreements), or as reasonably necessary in the exercise of its rights, under this Agreement, or in furtherance of the Development, Manufacture, use, Medical Affairs Activities or Commercialization of the Licensed Product, or in complying with the terms of the University of Vermont Agreement or the Novartis Agreements subject to the prior approval by Servier of a redacted version of this Agreement if required to be provided; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent applicationsapplications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulationsregulations or the rules of any national securities exchange, obtaining Regulatory Approvals for Licensed Product, fulfilling post-approval regulatory obligations, or conducting Pre-Clinical Studies or Clinical Trialsas otherwise required by Applicable Law; provided, however, that if a Party is required by law intends to rely on clause (i) or regulation (ii) to make any such disclosures disclosure of the other Party’s Confidential Information Information, it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applicationsapplications or as required by Applicable Law, will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required so disclosed; (iii) in communication with advisors, including lawyers and accountants, on a need-to-know basis, in each case under appropriate confidentiality provisions substantially equivalent to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this ArticleAgreement; (iv) to actual or potential Sublicensees; or (vi) to the extent mutually agreed to in writing by the Parties.
12.8.2 Notwithstanding the foregoing, Confidential Information the Parties recognize that independent investigators, academic centers and cooperative groups have been engaged, and will be engaged in the future, to any Third conduct clinical and non-clinical studies of the Licensed Compound and of the Licensed Product. The Parties recognize that such investigators, academic centers and cooperative groups operate in an academic environment and may publish and release information regarding such studies in a manner consistent with academic standards; provided that each Party on a need will use reasonable efforts to know basis prevent publications prior to the filing of relevant patent applications and to seek confidential treatment for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information either Party that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating disclosed to such tax treatment and tax structure. For the purposes of the foregoing sentenceacademic centers, (i) the “tax treatment” of a transaction means the purported cooperative groups or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactioninvestigators.
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Cti Biopharma Corp)
Authorized Disclosure. 11.2.1. Notwithstanding Section 11.1 (a) Each Confidentiality), the Receiving Party may disclose the Disclosing Party’s Confidential Information hereunder and the existence and terms of this Agreement to the extent such disclosure is reasonably necessary to:
(a) file or prosecute patent applications as contemplated by this Agreement; provided that the Receiving Party will give reasonable advance notice of such disclosure to the Disclosing Party and take such measures to ensure confidential treatment of such Confidential Information as is reasonably requested by the Disclosing Party;
(b) prosecute or defend litigation as contemplated by or to enforce this Agreement;
(c) perform its obligations and to exploit its licenses and other rights under this Agreement;
(d) provide relevant information to its advisors (including financial advisors, attorneys, and accountants), actual or potential acquisition or strategic partners, collaborators, licensors, licensees, financing sources or investors, lenders and other financing sources and underwriters who have a legitimate business reason to know such Confidential Information; provided that such disclosure is covered by terms of confidentiality at least as restrictive as those set forth herein (but of duration customary in filing confidentiality agreements entered into for a similar purpose) (which may include professional ethical obligations);
(e) respond to a valid order of a court of competent jurisdiction or prosecuting patent applicationsother supra-national, prosecuting federal, national, regional, state, provincial or defending litigation, complying with applicable local governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsregulatory body of competent jurisdiction; provided, however, that if the Receiving Party provides the Disclosing Party with prior written notice of any such disclosure and takes reasonably practicable and legally permissible actions to limit disclosure of and seek protective orders or other confidential treatment for such Confidential Information; or
(f) comply with Applicable Law, including securities laws and the rules of any securities exchange or market on which a Receiving Party’s securities are listed or traded; provided that the Receiving Party is provides the Disclosing Party with prior written notice of any such disclosure (to the extent reasonably practicable and legally permissible), and, in the case of disclosures other than those required by law securities laws and the rules of any securities exchange or regulation market on which a receiving Party’s securities are listed or traded, the Receiving Party provides reasonable assistance to make the Disclosing Party to limit disclosure of or seek confidential treatment for such Confidential Information, and, in the case of disclosures required by securities laws and the rules of any securities exchange or market on which a Receiving Party’s securities are listed or traded, the Receiving Party takes reasonable steps, upon the advice of securities counsel, to limit disclosure of or seek confidential treatment for such disclosures of Confidential Information.
11.2.2. In addition to the other foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on Representatives who have a need to know basis for such Confidential Information in connection with the purpose Receiving Party’s performance of carrying out the purposes of its obligations under this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use ; provided that such Representatives are (a) informed of the other confidential nature of the Disclosing Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
and (b) Notwithstanding anything herein to the contrary, either Party (bound by written obligations of confidentiality and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transactionnon-use at least as restrictive as those set forth herein, and (ii) the “tax structure” Receiving Party remains liable for the compliance of a transaction means any fact that may be relevant to understanding such Representatives with the purported or claimed federal income tax treatment of the transactionterms hereof.
Appears in 1 contract
Sources: Collaboration and License Agreement (Fulcrum Therapeutics, Inc.)
Authorized Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that such disclosure is:
(a) Each Party may disclose Confidential Information hereunder made in response to the extent such disclosure is reasonably necessary in filing a valid order of a court of competent jurisdiction or prosecuting patent applications, prosecuting or defending litigation, complying with applicable other governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsauthority; provided, however, that if a the Receiving Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in to the event of medical emergency)extent permitted by Law, give reasonable advance written notice to the other Disclosing Party within five (5) business days of receipt of such disclosure requirement (e.g., filings with order and give the SEC and stock markets) and, except Disclosing Party a reasonable opportunity to quash or limit the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment scope of such order and to obtain a protective order requiring that the Confidential Information required to and documents that are the subject of such order be held in confidence by such court or governmental authority or, if disclosed, unless be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or limited in scope, or a protective order is not obtained, the opinion of such disclosing Party’s legal counsel such Confidential Information disclosed in response to such court or governmental authority will be limited to that information which is legally required to be fully disclosed. In addition, and with prior notice disclosed in response to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to such court or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.governmental authority;
(b) Notwithstanding anything herein otherwise required by Law; provided, that the Receiving Party: (i) promptly notifies the Disclosing Party of the specifics of such requirement (providing a copy of the Confidential Information to be disclosed) at least thirty (30) days before the contraryactual disclosure (or as soon as reasonably possible before the actual disclosure if such thirty (30) day prior notice is impractical under the circumstances) or promptly after actual disclosure if prior disclosure is impractical under the circumstances; (ii) discloses only the minimal information necessary to satisfy such requirement; (iii) reasonably cooperates with the Disclosing Party to prevent or limit such disclosure; and (iv) provides the Disclosing Party with a copy of Confidential Information actually disclosed; or
(c) made by the Receiving Party with the prior written consent of the Disclosing Party; or
(d) to bona fide actual or potential investors, either acquirors, or licensees of a Receiving Party (and any employeei) in the case of Partner as the Receiving Party, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure consists of the transactions contemplated by terms of this Agreement and all materials of any kind (including opinions Project Schedule, Illumina Project Results or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported Joint Project Results or claimed federal income tax treatment of the transaction, and (ii) in the “tax structure” case of a transaction means any fact that may be relevant to understanding Illumina as the purported or claimed federal income tax treatment Receiving Party, consists of the transactionterms of this Agreement and any Project Schedule, Partner Project Results or Joint Project Results; provided that, in each case, (a) such Person is bound by professional confidentiality and non-use restrictions or written confidentiality and non-use restrictions at least as restrictive as those set forth in this Agreement; (b) such Confidential Information may only be used by such Person for purposes of evaluating an existing or potential investment, acquisition, or license with the Receiving Party (which, in the case of the license, relates to the Parties’ activities under this Agreement); and (c) the Receiving Party will be responsible for any conduct by any such Person that constitutes a breach of this Section 7 or that would be a breach of this Section 7 by the Receiving Party had the Receiving Party engaged in such conduct itself, and such conduct will be deemed and is a breach of this Agreement by such Party.
Appears in 1 contract
Sources: Master Collaboration Agreement (Kura Oncology, Inc.)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder (other than disclosure by the Buyer of any UCB Confidential Information, which is addressed solely in Section 8.2(d) and as to which this Section 8.2(a) is not applicable except to the extent Section 8.2(d) references this Section 8.2(a)) with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Pre-Clinical Studies other Governmental Entity or Clinical Trialsas otherwise required by applicable law or regulation; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or Governmental Entity or, if disclosed, be used only for the purposes for which the order was issued; and further provided that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order or applicable law or regulation shall be limited to that information which is legally required to be disclosed in response to such court or governmental order or pursuant to such applicable law or regulation;
(iv) for regulatory, Tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure;
(vii) upon the prior written consent of the Disclosing Party;
(viii) disclosure to its potential investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(ix) as is necessary in connection with a permitted assignment pursuant to Section 11.4.
(b) Notwithstanding the foregoing, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedinformation. In additionany event, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered intoBuyer shall not file, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to or assist any Third Party on a need to know basis for in filing, any patent application based upon or using the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of Seller provided hereunder.
(c) Notwithstanding anything set forth in this Agreement, materials and documentation relating to the Seller’s Intellectual Property Rights may be only disclosed to or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies accessed by the Buyer and its attorneys and auditors, without further disclosure to perform marketing, sales or professional services support functions as is customary in any other Representative of the pharmaceutical industryBuyer.
(bd) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent provisions of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentenceArticle 8, (i) the “tax treatment” of a transaction means Buyer shall not disclose any UCB Confidential Information to any Person without the purported or claimed federal income tax treatment prior written consent of the transactionSeller (such consent not to be unreasonably withheld, conditioned or delayed) except the Buyer may disclose UCB Confidential Information as and to the extent provided in Section 8.2(a)(iii), Section 8.2(a)(vi), or, subject to compliance with Section 11.4, Section 8.2(a)(ix) and (ii) in the “tax structure” of a transaction means any fact that may be relevant to understanding event the purported or claimed federal income tax treatment confidentiality and non-use terms of the transactionIncyte Agreement are more stringent than those set forth in this Article 8, then the Buyer agrees to be bound by such more stringent terms in respect of the Incyte Confidential Information received hereunder by the Buyer. The Buyer agrees that it shall cause any Affiliates and Representatives to comply with the obligations of confidentiality and non-use under this Article 8 (i) in the case of UCB Confidential Information, until the date that is five years following the expiration or earlier termination of the UCB Agreement and (ii) in the case of Incyte Confidential Information, until the date that is ten years following the expiration of the Term (as defined in the Incyte Agreement).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Syndax Pharmaceuticals Inc)
Authorized Disclosure. Notwithstanding the obligations set forth in Article 10.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in (i) for the filing or prosecuting patent applications, of Patent rights as contemplated by this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigationlitigation as contemplated by this Agreement;
(b) such disclosure is reasonably necessary to its officers, complying directors, employees, agents, consultants, contractors, attorneys, or accountants on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement;
(c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use; or
(d) such disclosure is reasonably necessary to comply with applicable governmental regulationsLaws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or conducting Pre-Clinical Studies or Clinical Trials; providedother order. Notwithstanding the foregoing, however, that if a Party or its Affiliate is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergencypursuant to Article 9.2(a) or Article 9.2(d), give reasonable advance notice to such Party shall promptly notify the other Party of such required disclosure requirement (e.g., filings with the SEC and stock markets) and, except to upon the extent inappropriate in the case of patent applicationsother Party’s request, will such Party and its Affiliates shall use its reasonable efforts to secure confidential treatment obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure. In addition to the foregoing, whenever a Regulatory Authority requires, due to transparency policies or for other reasons, the public disclosure of Confidential Information of the other Party (including but not limited to jointly owned Confidential Information) the Party concerned shall be responsible for the redaction of such Confidential Information as required to be disclosed, unless in protect personal data and the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed extent permitted by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrysuch Regulatory Authority.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Co Development and Manufacturing Agreement (Prometheus Biosciences, Inc.)
Authorized Disclosure. (a) Each Notwithstanding anything to the contrary contained in this Supply Agreement, a Receiving Party may disclose Confidential Information hereunder of the Disclosing Party to the extent required, as advised by counsel, (i) in response to a valid order of a court or other governmental body or as required by or to comply with Applicable Laws, (ii) with respect to Amgen or its Affiliates, filing or prosecuting Patent Rights for Amgen Products, or (iii) prosecuting or defending litigation against Third Parties; provided however, that the Receiving Party shall advise the Disclosing Party in advance of such disclosure to the extent practicable and permissible by such order or Applicable Laws, shall reasonably cooperate with the Disclosing Party, if requested, in seeking an appropriate protective order or other remedy, and shall otherwise continue to perform its obligations of confidentiality set forth in this Supply Agreement.
(b) Notwithstanding anything to the contrary contained in this Supply Agreement, Amgen or its Affiliates may disclose Confidential Information of Nektar to the extent such disclosure is reasonably necessary in filing or prosecuting patent applicationsnecessary, prosecuting or defending litigationas advised by counsel, complying with applicable governmental regulationsunder the following circumstances:
(i) regulatory filings for the Product, Licensed Product, or Amgen Products; or
(ii) conducting Prepre-Clinical Studies clinical or Clinical Trials; provided, however, that if a Party is required by law clinical trials of Amgen Products. In the event Amgen or regulation one of its Affiliates intends to make any such disclosures of the other Party’s disclose Confidential Information it of Nektar pursuant to this Section 10.2(b), Amgen will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party Nektar of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information.
(c) Notwithstanding anything to the contrary contained in this Supply Agreement, Amgen or its Affiliates may disclose Confidential Information required of Nektar to be disclosedthe extent such disclosure is reasonably necessary to [***]. Amgen shall, unless in the opinion except where impracticable, give reasonable advance notice of such disclosing Party’s legal counsel disclosures to Nektar and shall use reasonable efforts to secure confidential treatment of such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice Information.
(d) Notwithstanding anything to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of contrary contained in this ArticleSupply Agreement, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed Nektar received by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that Amgen hereunder may be relevant disclosed by Amgen to understanding the purported or claimed federal income tax treatment of the transaction[***].
Appears in 1 contract
Sources: Supply, Dedicated Suite and Manufacturing Guarantee Agreement (Nektar Therapeutics)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(vii) upon the prior written consent of the Disclosing Party; or
(viii) disclosure to its actual or Clinical Trials; potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent (A) that the Disclosing Party determines in good faith that the information to be disclosed is material to an investment in the Disclosing Party and is customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure, or (B) that the information is the sales of the Licensed Product and such information is to be included in the Investor’s financial reports to its investors.
(b) Notwithstanding the foregoing, in the event the Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Receiving Party’s Confidential Information pursuant to Sections 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Receiving Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information and to avoid and/or minimize the extent of such disclosure. In any event, the Investor shall not file any patent application based upon or using the Confidential Information required to be disclosed, unless in of Company provided hereunder. SECTION 8 The obligations of the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice Investor under this Agreement are subject to the other Party fulfillment on or before the Closing of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during following conditions, any of which may be waived in writing by the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
Investor (b) Notwithstanding anything herein except to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated extent not permitted by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.law):
Appears in 1 contract
Sources: Purchase Agreement (Epizyme, Inc.)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder belonging to the Disclosing Party, provided that any such disclosure shall be made only to the extent such disclosure is reasonably necessary necessary, and that, other than in the instances of clauses (c) and (d) below (and with respect to (c) and (d) below, only to the extent required as set forth in an opinion of counsel), such disclosure of Confidential Information by Vyera shall not include CytoDyn trade secrets, or non-public Regulatory Approval, Regulatory Documentation, and Regulatory Materials, or CytoDyn Know-How absent the advance express written approval from CytoDyn, and in the following instances:
(a) filing or prosecuting patent applicationsPatents as permitted by this Agreement; however, CytoDyn may not disclose any Vyera Confidential Information as it relates to a Licensed Product;
(b) preparing and submitting Regulatory Materials and obtaining and maintaining Regulatory Approvals for Licensed Products;
(c) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation;
(d) complying with applicable governmental regulationsApplicable Law or court or administrative orders;
(e) in communications with existing or bona fide prospective acquirers, merger partners, lenders or conducting Preinvestors, and consultants and advisors of the Receiving Party in connection with transactions or bona fide prospective transactions with the foregoing, in each case on a “need-Clinical Studies to-know” basis and under appropriate confidentiality provisions substantially similar to those of this Agreement (provided that the term of such confidentiality obligations in such other agreement may only extend for five (5) years); and
(f) to its Affiliates, (with respect to CytoDyn only) sublicensees or Clinical Trialsprospective sublicensees, subcontractors or prospective subcontractors, consultants, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are substantially similar to those set forth in this Article 10 (provided that the term of such confidentiality obligations in such other agreement may only extend for five (5) years); provided, however, that, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to Section 10.3(e) or this Section 10.3(f) to treat such Confidential Information as required under this Article 10.
(g) If and whenever any Confidential Information is disclosed in accordance with this Section 10.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that if such disclosure results in a public disclosure of such information (other than by breach of this Agreement). Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to clauses (a) through (e) of this Section 10.3, it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)or prohibited by Applicable Law, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with and use not less than the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable same efforts to secure confidential treatment of such Confidential Information required information as it would to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedprotect its own confidential information from disclosure. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Each Receiving Party shall be entitled to disclose, under a binder notify the Disclosing Party promptly on discovery of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to unauthorized use or use disclosure of the other Disclosing Party’s Confidential Information during by the term Receiving Party or any of this Agreementits Affiliates, agents or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryrepresentatives.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Commercialization and License Agreement (CytoDyn Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder of the other Party to the extent that such disclosure is reasonably necessary is:
(a) made in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trialsresponse to a valid order of a court of competent jurisdiction; provided, however, that if a in each case such disclosing Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures to the extent reasonably practicable, (for example in the event of medical emergency), give reasonable advance i) first have given written notice to the other Party of and given such disclosure requirement other Party a reasonable opportunity to take appropriate action and (e.g.ii) cooperate with such other Party as necessary to obtain an appropriate protective order or other protective remedy or treatment; provided, filings with further, that in - . each case, the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required disclosed in response to such court or governmental order will be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information limited to that information which is legally required to be fully disclosed. In additiondisclosed in response to such court or governmental order, and with prior notice as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such order;
(b) otherwise required to be disclosed by any applicable law, rule, or regulation (including, without limitation, the U.S. federal securities laws and the rules and regulations promulgated thereunder) or the requirements of any stock exchange to which a Party is subject; provided, however, that the Party that is so required will provide such other Party with written notice of each Third such disclosure reasonably in advance thereof to the extent reasonably practicable and reasonable measures will be taken to assure confidential treatment of such information, including such measures as may be reasonably requested by the disclosing Party with whom a confidential disclosure agreement is being entered intorespect to such Confidential Information;
(c) made by such Party, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those in connection with the performance of this ArticleAgreement, Confidential Information to any such Party’s Affiliates, licensees or sublicensees, directors, officers, employees, consultants, representatives or agents, or to other Third Party Parties, in each case on a need to know basis and solely to use such information for the purpose of carrying out the business purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed relevant to and permitted by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using and provided that each individual and entity to whom such Confidential Information that is specifically derived from Predisclosed is bound in writing to non-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions use and non-disclosure obligations no less than substantially as is customary restrictive as those set forth in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; or
(d) made by such Party to existing or potential acquirers, existing or potential collaborators, licensees, licensors, sublicensees, investment bankers, accountants, attorneys, existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for use of a transaction means any fact that may be such information for business purposes relevant to understanding this Agreement or for due diligence in connection with the purported financing, licensing or claimed federal income tax treatment acquisition of such Party (or such Party’s acquisition of, or merger with, a Third Party), and provided that (i) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations (or in the transactioncase of attorneys or accountants, an equivalent professional duty of confidentiality) at least as restrictive as those set forth in this Agreement and the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations.
Appears in 1 contract
Sources: Exclusive License Agreement (Galena Biopharma, Inc.)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement;
(b) submitting Regulatory Filings for any Compound or Licensed Product in order to obtain or maintain Regulatory Approvals;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court or administrative orders or governmental regulationsregulations (including regulations promulgated by securities exchanges); and
(e) disclosure to Affiliates, Sublicensees (as for Licensee) or Mirati’s other licensees, collaborators employees, consultants, contractors, or conducting Preagents, on a need to know basis, or to potential Sublicensees (as to Licensee) or other licensees (as to Mirati), or potential acquirers, merger partners other Third Party strategic partners, and their respective professional advisors, in connection with due diligence or similar investigations by such Third Parties in connection with potential business transactions, disclosure to actual or bona-Clinical Studies or Clinical Trials; fide potential Third Party investors in confidential financing documents, and disclosure to actual and bona-fide potential Third Party acquirers of such Party, provided, howeverin each case, that if any such Affiliate, Sublicensees (as to Licensee) or other licensees (as to Mirati), collaborator, employee, consultant, contractor, agent, or Third Party agrees to be bound by (or is subject to, pursuant to its professional ethical rules) terms of confidentiality and non-use consistent with those set forth in this Article 12. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 12.2(c) or 12.2(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required and at least as diligently as such Party would use to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosedprotect its own confidential information. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered intoany event, each Party shall be entitled of the Parties agrees to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information take all reasonable action to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use avoid disclosure of the other Party’s Confidential Information during hereunder except as needed in furtherance of, and in compliance with the term of terms of, this Agreement. Any information disclosed pursuant to Section 12.2(c) or 12.2(d) shall still be deemed Confidential Information and subject to the restrictions set forth in this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionArticle 12.
Appears in 1 contract
Authorized Disclosure. (a) Each Notwithstanding Section 8.1 and Section 8.2, each Party may disclose Confidential Information hereunder of other Party:
(a) in its publicly-filed financial statements or other public statements pursuant to Applicable Laws, regulations, and stock exchange rules or otherwise disclosed pursuant to Applicable Law; provided, that (i) the terms of this Agreement shall be redacted to the greatest extent reasonably possible, and (ii) such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure (including without limitation any exhibits containing this Agreement) [***] in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text (including without limitation redacted versions of this Agreement); [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) to the extent it is required to be disclosed in response to a valid order by a court or other governmental body and provided that such Party provides the other Party with prompt notice of such requirement so that such other Party may seek a protective order or other appropriate remedy, then such Party may furnish only that portion of the Confidential Information which such Party is legally compelled to disclose;
(c) to the extent it is required to be disclosed in connection with any legal or regulatory requirements or obligations, including without limitation SEC filings or Regulatory Filings, provided that the Party shall offer reasonable cooperation in an attempt, as may be permitted and appropriate, to redact or seek confidential treatment of Confidential Information;
(d) to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for a Product; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information;
(e) to the extent such disclosure is reasonably necessary in filing or prosecuting patent Patent applications, copyright and trademark applications, or prosecuting or defending litigation, complying ; and/or
(f) to Third Parties in connection with applicable governmental regulations, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if a Party is required by law or regulation to make any such disclosures of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of financing or enter into strategic partnerships, provided such Confidential Information required information is disclosed only on a “need to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, know” basis and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions at least as protective stringent as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industryARTICLE 8.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: License Agreement (EPIRUS Biopharmaceuticals, Inc.)
Authorized Disclosure. (a) Each The Receiving Party may disclose Confidential Information hereunder of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances, or to the extent permissible under the other applicable provisions of this Agreement or the Investment Agreement:
(a) filing, prosecuting, maintaining, enforcing or defending Patent Rights as permitted by this Agreement;
(b) as reasonably required in generating Regulatory Documentation and filing or prosecuting patent applications, for and obtaining Regulatory Licenses as permitted by this Agreement;
(c) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation;
(d) subject to Section 10.4, complying with applicable governmental regulationsLaw (including regulations promulgated by securities exchanges) or court or administrative orders, or conducting Pre-Clinical Studies or Clinical Trials; provided, however, that if including as a result of any actions taken by a Party not in violation of this Agreement or the Investment Agreement;
(e) complying with any obligation under this Agreement or the Investment Agreement; or
(f) to its Affiliates and existing or prospective (sub)licensees, subcontractors, consultants, agents and advisors to the extent reasonably necessary for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement or the Investment Agreement, each of whom before disclosure must be bound under a written agreement containing confidentiality provisions that are consistent with those set forth in this Agreement, provided that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 10.3.1(f). If and whenever any Confidential Information is required disclosed in accordance with this Section 10.3, such disclosure shall not cause any such information to cease to be Confidential Information for purposes of this Agreement, except to the extent that such disclosure results in a public disclosure of such information (other than by law or regulation breach of this Agreement). Notwithstanding the foregoing, in the event a Party intends to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 10.3.1(c) or Section 10.3.1(d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)or not legally permitted, give [...***...] advance notice (or, if [...***...] notice is not possible under the circumstances, reasonable advance notice notice) to the other Party of such disclosure requirement (e.g., filings with and use not less than the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable same efforts to secure confidential treatment of such Confidential Information required information as it would to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a protect its own confidential information from disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry(but no less than reasonable efforts).
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Authorized Disclosure. Notwithstanding the obligations set forth in Article 12.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in (i) for the filing or prosecuting patent applications, Patent rights as contemplated by this Agreement subject to written prior approval the other Party which shall not be unreasonably withheld; (ii) to comply with the requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of the Products; or (iii) for the prosecuting or defending litigationlitigation as contemplated by this Agreement; in all such cases, complying reasonable efforts shall be made to limit any further disclosure beyond that directly required under subsections (i)-(iii).
(b) such disclosure is reasonably necessary to its Affiliates, employees, agents, consultants, contractors, and actual and potential licensees or sublicensees (but, in the case of disclosures by Licensee, subject to Article 12.3) on a need-to-know basis for the purpose of performing its obligations or exercising its rights under this Agreement including, with applicable governmental regulationsrespect to Licensor, for the purpose of development, Localization, Manufacture, Commercialization or other exploitation of the Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement;
(c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or conducting Pre-Clinical Studies other financial or Clinical Trialscommercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; providedprovided that in connection with such disclosure, howeversuch Party shall first obtain a prior written consent for the disclosure from the other Party and inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or
(d) such disclosure is reasonably necessary to comply with Applicable Laws, that if including regulations promulgated by applicable security exchanges, court or arbitration tribunal orders, administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures pursuant to Article 12.2 (for example in the event of medical emergencya) or 12.2 (d), give reasonable advance notice to such Party shall promptly notify the other Party of such required disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information required obtain, or to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to assist the other Party of each Third Party with whom in obtaining, a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for order preventing or limiting the purpose of carrying out the purposes of this Agreementrequired disclosure. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (CONFIDENTIAL License and any employee, representative, or other agent of either Party) may disclose to any Distribution Agreement between A▇▇▇▇▇▇ and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.Zylox
Appears in 1 contract
Authorized Disclosure. Notwithstanding the obligations set forth in Section 13.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent necessary for:
(a) Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement;
(b) submitting Regulatory Filings and obtaining and maintaining Regulatory Approvals for Products as permitted by this Agreement;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges; and
(e) disclosure to its and its Affiliates’ employees, consultants, contractors, agents, licensees, and sublicensees, in each case on a need-to-know basis in connection with the Development, manufacture, or conducting PreCommercialization of the Drug Candidate or Product in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein; and
(f) disclosure to actual and bona fide potential investors, acquirors, licensees, and other financial or Clinical Trials; providedcommercial partners for the purpose of evaluating or carrying out an actual or potential investment, howeveracquisition, that debt or equity financing or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 13.3(c) through (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with and use the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable same diligent efforts to secure confidential treatment of such Confidential Information required as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 13.3(c) through (d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 13.
Appears in 1 contract
Sources: Exclusive Collaboration and License Agreement (Sunesis Pharmaceuticals Inc)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, litigation between the parties hereto;
(ii) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court or conducting Preadministrative body of competent jurisdiction or other Governmental Authority;
(iv) disclosure to its Affiliates and its and its Affiliates’ Representatives; provided that each recipient of Confidential Information must be bound by obligations of confidentiality and non-Clinical Studies use at least as stringent as those set forth in this Agreement prior to any such disclosure;
(v) disclosure to its actual or Clinical Trialspotential investors, lenders or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Agreement prior to any such disclosure; providedor
(vi) upon the prior written consent of the Disclosing Party. Notwithstanding the foregoing, however, that if a in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.2(a)(ii) or (iii), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. Without limiting the foregoing, a party may disclose the other party’s Confidential Information, without the other party’s prior written permission, to the extent it is required to do so by law, regulation, or a court or administrative order or an order of another Governmental Authority; however, prior to such disclosure, the compelled party shall notify the other party (which notice shall include a copy of the relevant portion of any applicable subpoena or order) as promptly as possible after it learns of such requirement to disclose, except to the extent such notification would be impractical or legally impermissible (in which event notification shall be made as soon as reasonably practicable and permissible), provide the other party with reasonable opportunity to pursue legal action to prevent or limit the required disclosure, and, if requested, provide reasonable assistance at the other party’s expense in undertaking reasonable legal action to prevent or limit the required disclosure. In the event of any such required disclosure, the party required to disclose the other party’s Confidential Information required to be disclosed, unless in shall disclose only that portion of the opinion of such disclosing Partyother party’s legal counsel such Confidential Information that it is legally required to be fully discloseddisclose based on the advice of its counsel. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each The Receiving Party shall be entitled continue to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, hold in confidence hereunder any such disclosed Confidential Information of the Disclosing Party unless and until such information is no longer required to any Third Party on a need to know basis for be held in confidence under the purpose of carrying out the purposes terms of this Agreement. Nothing in this Article The Buyer shall restrict any Party from using for any purpose not seek, because of, or based upon, any Confidential Information independently developed by it without access to of the Seller, Patent or any other form of intellectual property protection with respect to, or related to, any such Confidential Information or use the Confidential Information of the other Party’s Seller to obtain, or seek to obtain, a commercial advantage over the Seller. Without limiting the foregoing, the Buyer shall not file any Patent application based upon, disclosing or using any of the Confidential Information during of the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industrySeller provided hereunder.
(b) Notwithstanding anything herein Either party may disclose Confidential Information to the contrary, either Party (and any employee, representative, extent such disclosure is necessary or other agent advisable upon reasonable advice of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactioncounsel.
Appears in 1 contract
Sources: Purchase and Sale Agreement (scPharmaceuticals Inc.)
Authorized Disclosure. (a) Each Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information hereunder belonging to the other Party to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, the following instances:
(a) complying with applicable governmental regulationslaws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or conducting Pre-Clinical Studies to assist the other Party in obtaining, a protective order preventing or Clinical Trials; provided, however, limiting the disclosure and/or requiring that if a Party is required by the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;
(b) to make regulatory authorities in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of Oragenics Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosures disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information it willand (ii) does not unreasonably reject any such suggestions;
(c) disclosure to investors and potential investors, except where impracticable for necessary disclosures (for example in acquirers, or merger candidates who agree to maintain the event of medical emergency), give reasonable advance notice to the other Party confidentiality of such information, provided that such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis used solely for the purpose of carrying out evaluating such investment, acquisition, or merger (as the purposes case may be); Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Agreement. Nothing document has been filed separately with the Securities and Exchange Commission.
(d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use 7; and
(e) disclosure of the other Party’s Confidential Information during the term terms of this Agreement, Agreement by Intrexon to collaborators and other channel partners or from using Confidential Information that is specifically derived from Precollaborators who agree to be bound by obligations of confidentiality and non-Clinical Studies or Clinical Studies use at least equivalent in scope to perform marketing, sales or professional services support functions as is customary those set forth in the pharmaceutical industrythis Article 7.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (Oragenics Inc)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws, rules and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure consistent with this Agreement;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure consistent with this Agreement; or
(vii) disclosure to its actual or Clinical Trials; potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure consistent with this Agreement.
(b) Notwithstanding the foregoing in this Article 6, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 6.3(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the any case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosedinformation.
(c) Except for a press release previously approved in form and substance by the Seller and the Buyer or any other public announcement using substantially the same text as such press release, unless in or by the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In additionTarget, for clarity, neither the Buyer nor the Seller shall, and each party hereto shall cause its respective Representatives, Affiliates and Affiliates’ Representatives not to, issue a press release or other public announcement or otherwise make any public disclosure with prior notice respect to this Agreement, the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for Transaction Documents or the purpose of carrying out subject matter hereof or thereof without the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use prior written consent of the other Party’s Confidential Information during party hereto or thereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or stock exchange rule (in which case the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies party hereto required to perform marketing, sales or professional services support functions as is customary in make the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, press release or other agent of either Party) may disclose public announcement or disclosure shall allow the other party hereto reasonable time to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions comment on such press release or other tax analyses) that are provided to it relating to public announcement or disclosure in advance of such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionissuance).
Appears in 1 contract
Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information of the Disclosing Party as follows:
(a) Each Party may disclose under appropriate confidentiality provisions at least as protective of such Confidential Information hereunder to the extent such disclosure is as those in this Agreement, as reasonably necessary for performance of its obligations or exercise of rights granted in this Agreement (including the rights to Develop and Commercialize the Antibody and Products) including in filing or prosecuting patent applicationsapplications in accordance with Section 5.2, prosecuting or defending litigation, complying with applicable governmental regulationsLaw (subject to clause (b) below), seeking and obtaining Regulatory Approval, conducting non-clinical activities or conducting Pre-Clinical Studies or Clinical Trialsclinical trials, preparing and submitting INDs to Regulatory Authorities, and marketing Products, in each case in accordance with this Agreement;
(b) to the extent disclosure is required by Law; provided, however, that if a Receiving Party is required by law or regulation Law to make any such disclosures disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)legally permitted and practicable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g.requirement, filings afford the Disclosing Party an opportunity to secure, and, if requested by the Disclosing Party, reasonably cooperate with the SEC and stock markets) andDisclosing Party to, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, unless in and disclose only that portion of the opinion of such disclosing Party’s legal counsel such Confidential Information that the Receiving Party is legally required to be fully disclosed. In additiondisclose as advised by the Receiving Party’s legal counsel; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(c) in communication with actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, collaborators, donors, or funding sources as reasonably necessary, and (with prior notice respect to XOMA) with its licensors as necessary to satisfy its reporting obligations with respect to the other Party of Antibody or Product, in each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled case under appropriate confidentiality provisions substantially equivalent to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.; or
(bd) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose extent mutually agreed to any and all persons, without limitation of any kind, in writing by the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionParties.
Appears in 1 contract
Sources: License Agreement (XOMA Corp)
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances:
(a) filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement;
(b) regulatory filings for Products that such Party has a license or right to Develop and Commercialize hereunder in a given country or jurisdiction;
(c) prosecuting or defending litigation, litigation as permitted by this Agreement;
(d) complying with applicable court orders or governmental regulations; and
(e) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, to its licensees and sublicensees, in each case on a need-to-know basis in connection with the Development, manufacture and Commercialization of the Compound and Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and
(f) disclosure to potential and actual investors, acquirors, licensees and other financial or conducting Precommercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein, provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition or Clinical Trials; providedcollaboration, howeverwhich redaction shall be prepared in consultation with the other Party. Notwithstanding the foregoing, that if in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 14.3(c) or (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 14.3(c) or (d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionthis Article 14.
Appears in 1 contract
Sources: Collaboration and License Agreement (Exelixis, Inc.)
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder with the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(i) prosecuting or defending litigation, ;
(ii) complying with applicable governmental laws, rules and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(iv) for regulatory, tax or customs purposes;
(v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-Clinical Studies use prior to any such disclosure;
(vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or
(vii) disclosure as reasonably required to other sources of funding, including debt financing, or Clinical Trials; potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or 24 acquisition and that if a each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure.
(b) Notwithstanding the foregoing in this ARTICLE 8, in the event the Receiving Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s 's Confidential Information pursuant to Sections 8.3(a)(i), (ii), (iii) or (iv), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the any case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosedinformation.
(c) Except for a press release previously approved in form and substance by the Company and the Buyer or any other public announcement using substantially the same text as such press release, unless in or by the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In additionTarget, for clarity, neither the Buyer nor the Company shall, and each party hereto shall cause its respective Representatives, Affiliates and Affiliates' Representatives not to, issue a press release or other public announcement or otherwise make any public disclosure with prior notice respect to this Agreement, the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for Transaction Agreements or the purpose of carrying out subject matter hereof or thereof without the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use prior written consent of the other Party’s Confidential party hereto or thereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or stock exchange rule (in which case the party hereto required to make the press release or other public announcement or disclosure shall allow the other party hereto reasonable time to comment on such press release or other public announcement or disclosure in advance of such issuance). Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein already public shall not be subject to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionobligations.
Appears in 1 contract
Authorized Disclosure. (a) Each Party Either party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, the following situations:
(a) prosecuting or defending litigation, ;
(b) complying with applicable governmental laws and regulations, including regulations promulgated by securities exchanges;
(c) complying with a valid order of a court of competent jurisdiction or conducting Preother Governmental Entity;
(d) for regulatory, Tax or customs purposes;
(e) for audit purposes;
(f) disclosure to its Affiliates, directors, managers, trustees, officers, employees and agents only on a need-Clinical Studies to-know basis and solely in connection with the performance of this Agreement or Clinical Trialsoversight of the transactions contemplated hereby, provided that each disclose must be bound by customary obligations of confidentiality and non-use before any such disclosure;
(g) upon the prior written consent of the Disclosing Party; providedor
(h) disclosure to its investors and other sources of funding, howeverincluding debt financing, and their respective accountants, financial advisors and other professional representatives, provided that if a such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each disclose must be bound by customary obligations of confidentiality and non-use before any such disclosure. Notwithstanding the foregoing, in the event that the Non-Disclosing Party is required by law or regulation to make any such disclosures a disclosure of the other Disclosing Party’s Confidential Information it willpursuant to Sections 7.02(a), (b), (c) or (d), the Non-Disclosing Party shall, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information. In any event, UTS1 shall not file any patent application based on or using the Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this AgreementCompany provided hereunder or otherwise assert any ownership claim with respect to, or from using Confidential Information that is specifically derived from Pre-Clinical Studies claim any right to make, use or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kindsell products incorporating, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactionExtraction Technology.
Appears in 1 contract
Authorized Disclosure. (a) Each Party may disclose Confidential Information hereunder belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in filing the following instances: (a) filing, prosecuting, or prosecuting patent applications, maintaining Patents as permitted by this Agreement; (b) regulatory filings for Products that such Party has a license or right to Develop and Commercialize hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation, litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations; and (e) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, to its licensees and sublicensees, in each case on a need-to-know basis in connection with the Development, manufacture and Commercialization of the Compound and Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (f) disclosure to potential and actual investors, acquirors, licensees and other financial or conducting Precommercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, in each case under written obligations of confidentiality and non-Clinical Studies use at least as stringent as those herein, provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition or Clinical Trials; providedcollaboration, howeverwhich redaction shall be prepared in consultation with the other Party. [ * ] = Certain confidential information contained in this document, that if marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, in the event a Party is required by law or regulation to make any such disclosures a disclosure of the other Party’s Confidential Information pursuant to Section 14.3(c) or (d), it will, except where impracticable for necessary disclosures (for example in the event of medical emergency)impracticable, give reasonable advance notice to the other Party of such disclosure requirement (e.g., filings with the SEC and stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosedprotect its own confidential information, unless but in no event less than reasonable efforts. In any event, the opinion Parties agree to take all reasonable action to avoid disclosure of such disclosing Party’s legal counsel such Confidential Information is legally required hereunder. Any information disclosed pursuant to be fully disclosed. In addition, Section 14.3(c) or (d) shall remain Confidential Information and with prior notice subject to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party on a need to know basis for the purpose of carrying out the purposes of this Agreement. Nothing restrictions set forth in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry.
(b) Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For the purposes of the foregoing sentence, (i) the “tax treatment” provisions of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.this Article 14. 14.4
Appears in 1 contract
Sources: Collaboration and License Agreement