Disclosure Exceptions. Nothing in this Agreement shall prohibit or restrict Executive from lawfully (A) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (B) responding to any inquiry or legal process directed to Executive individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Executive to obtain prior authorization from the Company before engaging in any conduct described in this Paragraph, or to notify the Company that he has engaged in any such conduct.
Disclosure Exceptions. Notwithstanding the terms of this Section 2.3, Affimed shall not be obliged to disclose to Company or Xxxxxxx any information or documents relating to the activities performed by Affimed during Phase A which (a) Affimed considers in good faith to be proprietary and confidential and (b) exclusively relate to its proprietary platform for creating TandAbs (and not, for the avoidance of doubt, to any ***** TandAb); provided, however, that Affimed shall, in accordance with this Agreement or as requested by the Company, disclose to the Company all information and documents in Affimed’s possession or control which are necessary or reasonably useful to develop, manufacture or Commercialize any of the Lead Candidates, or the potential Lead Candidates proposed by Affimed to the Company, in accordance with the Company’s rights under this Agreement.
Disclosure Exceptions. The obligations in clause 11.1 do not apply:
Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
Disclosure Exceptions. The obligations of Section 10.01(a) above shall not apply to any information: (i) that is released pursuant to a binding court order or governmental regulation, provided that the receiving Party delivers a copy of such order or action to the Owning Party and has reasonably cooperated with the Owning Party if it elects to contest such disclosure or seek an appropriate remedy such as a protective order; or (ii) is otherwise necessary to disclose in order to prosecute or defend litigation or comply with applicable law, including regulatory filings, or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is reasonably necessary and only after providing the Owning Party with fifteen (15) days’ advance written notice prior to the proposed disclosure of the Confidential Information.
Disclosure Exceptions. A party may disclose the other party’s Confidential Information to the extent required to (a) comply with a law or court order, provided that the receiving party (if permitted by applicable law) promptly notifies the disclosing party of the requirement to disclose such information and reasonably cooperates with such party (at its cost) in its efforts to obtain an injunction or other remedy preventing or limiting such disclosure, or (b) enforce the receiving party’s rights under this Agreement in a court of competent jurisdiction.
Disclosure Exceptions. The foregoing obligations of Section 9.3 shall not restrict either Party from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party, to the extent reasonably practicable, so that the other Party may contest such an order or requirement or seek confidential treatment; (ii) on a confidential basis to its legal or professional advisors; (iii) as required under applicable securities laws, rules and regulations; (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential acquirers of such Party or its assets associated with the subject matter of this Agreement; and (v) as required to enforce its rights under the Agreement.
Disclosure Exceptions. Nothing in this Agreement shall prohibit or restrict Executive from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or officials, including the Securities and Exchange Commission and the Equal Employment Opportunity Commission (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to Executive individually (and not directed to the Company) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Notwithstanding the foregoing, Executive agrees that in making any such disclosures or communications, Executive will take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than any Governmental Authority. Executive further understands that Executive is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product unless required by applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Executive to obtain prior authorization from the Company before engaging in any conduct described in this Section 4.8, or to notify the Company that he has engaged in any such conduct.
Disclosure Exceptions. Nothing in this Release shall prohibit the Releasor from lawfully
Disclosure Exceptions. 5.3.1 The Recipient may disclose Confidential Information to (a) its, and its Affiliates’, employees, accountants, and legal advisors (“Third Party Recipients”) with a need to know, provided such Third Party Recipients are bound by confidentiality obligations at least as restrictive as the terms in this Agreement and (b) any other party with the Disclosing Party’s prior written consent. The Recipient shall be responsible and liable for the acts or omissions of any Third Party Recipient to whom it discloses Confidential Information of the Disclosing Party as if such act or omission was the act or omission of the Recipient.
