Discussions with Third Parties Sample Clauses

Discussions with Third Parties 

Discussions with Third Parties. Pharmacia has previously agreed to permit Nastech to contact and disclose to Third Parties Confidential Information of Nastech and certain Confidential Information of Pharmacia for purposes of exploring a potential acquisition, alliance, collaboration, co-development or licensing arrangement to ensure the continued development and prompt commercialization of the Licensed Product in the Field. Following the Execution Date, Nastech shall continue to have the right to contact Third Parties to discuss such a potential acquisition, alliance, collaboration, co-development or licensing arrangement; provided, however, that Nastech shall not execute any agreement in respect of any such arrangement unless the effectiveness of such agreement is expressly conditioned upon the occurrence of the Closing and the termination of the Collaboration and License Agreement pursuant to Section 9.1(a). Nastech may in such discussions disclose to such Third Parties Confidential Information of Nastech, and Confidential Information of Pharmacia relating to the Licensed Product, in each case to the extent Nastech reasonably concludes that such disclosure is necessary to enable such Third Parties to make a sufficient preliminary technical and commercial assessment of the Licensed Product; provided, however, that prior to any such disclosure, such Third Party must enter into with Nastech an agreement (a) imposing upon such Third Party obligations of confidentiality and non-use with respect to such Confidential Information that are substantially the same as those undertaken by Pharmacia and Nastech under the Collaboration and License Agreement and (b) providing that Pharmacia is a third-party beneficiary of such agreement until the Closing occurs, and if the Closing does not occur, indefinitely.

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) shall not, and shall instruct its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Sub. Eldorado shall notify CSBI promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado or any of its Representatives, and shall disclose to CSBI the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal and such other information as CSBI reasonably may request; PROVIDED, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado.

Discussions with Third Parties. During the term of this Agreement, Employee shall not, without the express prior approval of the Board of Directors of PHS, or the Chairman of the Board thereof, engage in any discussions with any third party relating to any transaction that would result in either the acquisition of PHS (by way of merger or otherwise) by a third party or the acquisition by a third party, other than in ordinary brokerage transactions or other than by a third party that is registered as an investment company under the Investment Company Act of 1940, as amended, of any shares of stock of PHS that are, for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, deemed to be beneficially owned by Employee. Nothing contained herein shall limit Employee from (a) engaging in any discussion with persons who are, and are acting in their capacity as, officers or directors of PHS, (b) engaging in discussions with a charitable organization with respect to unconditional and unrestricted gifts that he proposes to make to such charitable organization or (c) engaging in discussions with members of his family concerning gifts that he proposes to make to them.

Discussions with Third Parties. If ROCHE does not exercise its Option Right, then EVOTEC may wish to sublicense the development and commercialization of the Compounds and Products. EVOTEC has the right to enter into non-binding business discussions with Third Parties prior to ROCHE exercising its Option Right so that EVOTEC may swiftly sublicense EVOTEC’s rights under this Agreement to one or more Third Parties, should ROCHE not exercise its Option Right.