Common use of Forced Disclosure Clause in Contracts

Forced Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such case, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by the Disclosing Party, cooperating with the Disclosing Party (at the Disclosing Party’s expense) to obtain a protective order or otherwise limit the disclosure. In addition, if Licensor is required to disclose any of Licensee’s or its Affiliate’s Confidential Information as the result of a Required Disclosure, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice of the disclosure; and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.

Forced Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party Subject to the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such caseclause 6.2, the Receiving Party may either disclose Proprietary Information, to the minimum extent required by – any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; the rules of any stock exchange to which the Receiving Party or any of its Affiliates may be subject; Before the Receiving Party discloses any information under clause 6.1, the Receiving Party shall (to the extent permitted by law) use all reasonable efforts to resist disclosing the Confidential Information by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to endeavours to: inform the Disclosing Party and, if requested by of the Disclosing Party, cooperating full circumstances and the information that will be disclosed; consult with the Disclosing Party as to possible steps to avoid or limit disclosure; gain assurances as to confidentiality from the body to whom the information is to be disclosed; and where the disclosure is by way of stock exchange announcement, agree the wording with the Disclosing Party in advance. If the Receiving Party is unable to inform the Disclosing Party before Proprietary Information is disclosed under clause 6.1, the Receiving Party shall (at to the extent permitted by law) inform the Disclosing Party of the full circumstances of the disclosure and the information that has been disclosed immediately after the disclosure. The Receiving Party shall inform the Disclosing Party immediately upon becoming aware or suspecting that Proprietary Information has been disclosed to an unauthorised person. The obligations under clauses 4 and 7 shall not apply to disclosures made under clause 6.1 or to any Copies made or taken as a consequence of such disclosure. RETURN OF COPIES In the event that either party determines that it does not wish to proceed with the Proposed Transaction, such party shall promptly notify the other party of that decision. In such event, or in the event that the Disclosing Party in its sole discretion so requests in writing, or the Proposed Transaction is not consummated within six (6) months of the date of this agreement, the Receiving Party shall immediately – return all the Proprietary Information and all Copies supplied to the Receiving Party pursuant to this agreement; destroy or permanently erase all Notes, to the extent derived from the Proprietary Information, and Copies made by the Receiving Party and procure that anyone to whom the Receiving Party has supplied Copies destroys or permanently erases such Copies and any further Copies made by them; and confirm in writing that it has complied with this clause. WARRANTIES AND REPRESENTATIONS The Receiving Party acknowledges that neither the Disclosing Party nor any of the Disclosing Party’s expenseRepresentatives make (or are authorised to make) to obtain a protective order any express or otherwise limit the disclosure. In addition, if Licensor is required to disclose any of Licensee’s implied representation or its Affiliate’s Confidential Information as the result of a Required Disclosure, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice of the disclosure; and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent warranty as to the formaccuracy, content reliability or completeness of the Proprietary Information, and timing that none of such disclosurePersons shall have any liability to the Receiving Party or any of its Affiliates or Representatives relating to or arising from the use by the Receiving Party, its Affiliates or Representatives of any Proprietary Information, or for any errors therein or omissions therefrom. The Receiving Party acknowledges and agrees that - the furnishing of the Proprietary Information will not constitute an offer by the Disclosing Party nor the basis of any contract apart from this agreement; the furnishing of the Proprietary Information will not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights; in any agreement the parties may execute in relation to the Proposed Transaction the Receiving Party may be required to acknowledge that it has not relied on or been induced to enter into such consent agreement by the Proprietary Information or by any representation or warranty other than as expressly set out in that agreement; other than the obligations expressly set out in this agreement, no legal obligations will arise between the parties and no grant of rights is given or implied in respect to the Proprietary Information the termination of discussions without entering into the Proposed Transaction shall not to be unreasonably withheld or delayedrelease the Receiving Party from the obligations set out in this agreement.