Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who: 3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and 3.1.2 have been informed by the Receiving Party: (a) of the confidential nature of the Confidential Information; and (b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement. 3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs. 3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit: 3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and 3.3.2 ask the court or other public body to treat the Confidential Information as confidential. 4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information: 4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information; 4.1.2 pursuant to the requirements of the FOIA or the EIRs; 4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or 4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority. 4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs. 4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
10.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public body competent authority; provided, however, that has jurisdiction over the Receiving Party shall, where practical and permitted, first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or Receiving Party Authorised Personobtain 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 authority or, if disclosed, be used only for the purpose for which the order was issued and, where permitted, have the commercial terms redacted; and provided further that Clause 4 if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall apply be limited to disclosures that information that is legally required under the FOIA to be disclosed in response to such court or the EIRs.governmental order;
3.3 Before making a disclosure pursuant to Clause 3.2, 10.2.2 made by the Receiving Party to a Health Authority as may be necessary in connection with any filing, application or relevant request for or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to ensure confidential treatment of such information, to the extent such protection is available;
10.2.3 made by the Receiving Party Authorised Person shallto a patent authority as may be necessary or reasonably useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 15); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
10.2.4 otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and permitted, with reasonable advance notice of and an opportunity to comment on any such required disclosure, (b) if requested by the circumstances permit:
3.3.1 notify Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in writing any such disclosure or request for confidential treatment; or
10.2.5 made by Flexion or its Affiliates or Sublicensees to Third Parties as may be necessary in connection with the Development, Exploitation or Manufacture of the proposed disclosure Compound or the Licensed Products as soon as possible (and if possible before the court contemplated by this Agreement, including permitted subcontracting or other public body orders the disclosure sublicensing transactions in connection therewith provided all such disclosures are subject to obligations of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant confidentiality substantially similar to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying terms set out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.Article 10; or
Appears in 3 contracts
Sources: Out Licence Agreement, Out Licence Agreement (Flexion Therapeutics Inc), Out Licence Agreement (Flexion Therapeutics Inc)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
9.3.1. Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify the Disclosing Party in writing reasonable opinion of the proposed receiving Party’s legal counsel, such disclosure as soon as possible (is otherwise required by law; provided, however, that the receiving Party shall first have given notice to the disclosing Party and if possible before given the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body disclosing Party a reasonable opportunity to treat quash such order and to obtain a protective order requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party 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 the Organisationnot quashed or a protective order is not obtained, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with Clause 4.1.1any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
9.3.3. Made by the receiving Party to its sublicensees or its or their respective Affiliates or by the receiving Party, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may disclose any be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information:
4.1.1 Information substantially similar to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body obligations of confidentiality and non-use of the confidential nature of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential Information;
4.1.2 pursuant Information as required under this Article 9 (as if such sublicensees, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound to the requirements of this Article 9).
9.3.4. Made by the FOIA receiving Party to existing or the EIRs;
4.1.3 potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the extent the need for disclosure arises for the purpose obligations of confidentiality and non-use of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination receiving Party pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economythis Article 9; provided, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe however, that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the INS shall make no such disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential InformationCompetitor, without consulting or obtaining ViroPharma’s prior consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRswriting.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Viropharma Inc)
Permitted Disclosures. 3.1 The Receiving Each Party (or the Party specifically named therein) may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.1. in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators, securities exchanges or securities listing organizations but subject to Section 7.4; provided, however, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least *** Business Days notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order he held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
7.2.2. made by or on behalf of the Confidential Information:
4.1.1 receiving Party to another Crown Body provided that the Authority or relevant Crown Body informs Regulatory Authorities as required in connection with the recipient Crown Body Development of a Licensed Compound in the confidential nature of the Confidential Information;
4.1.2 Lead Indication pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination Development Plan and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Budget in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and consistent with Applicable Law;
7.2.3. made by or on behalf of a Party (to the extent consistent with ARTICLE 5) to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the EIRs.receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article 7;
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested 7.2.5. made by the Authority receiving Party or relevant Crown Body its Affiliates to enable its or their advisors, consultants, clinicians, vendors, service providers, contractors as may be necessary in connection with the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the FOIA obligations of confidentiality and non-use of the EIRsreceiving Party pursuant to this Article 7; or
7.2.6. made by the receiving Party or its Affiliates to any actual or potential investor or acquiror (whether of such Party or any of its Affiliates or any of their respective assets) as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7.
Appears in 3 contracts
Sources: Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
5.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to Applicable Law or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving Party or Receiving Party Authorised Personreceiving Party, provided that Clause 4 to the extent practicable and legally permissible, shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
5.2.2 made by or on behalf of the Confidential Information:
4.1.1 receiving Party to another Crown Body provided that the Authority Regulatory Authorities as required in connection with any filing, application or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent practicable and consistent with Applicable Law;
5.2.3 made to its Representatives; provided that it is permissible any such recipient of such Confidential Information agrees to be bound by the confidentiality and reasonably practical non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for it any failure by any such Person to do so but (notwithstanding any other provision treat such Confidential Information as required under this Article 5.
5.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement) ; provided that the Authority or other relevant Crown Body receiving Party shall be remain responsible for determining in its absolute discretion whether any failure by such financial and legal advisors and other Persons contemplated by this Section 5.2.4, to treat such Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsas required under this Article 5.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: License Agreement (Point of Care Nano-Technology, Inc.), License Agreement (Point of Care Nano-Technology, Inc.), License Agreement (Alternative Energy & Environmental Solutions, Inc.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information confidentiality obligations contained in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person Section 7.1 shall be entitled to disclose Confidential Information not apply to the extent that it (a) any receiving Party (the “Recipient”) is required (i) to do so disclose information by applicable law law, regulation or by order of a governmental agency or a court of competent jurisdiction, or other public body that has jurisdiction over the Receiving Party (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or Receiving Party Authorised Personmarket a product, provided in either case that Clause 4 the Recipient shall apply provide written notice thereof to disclosures required under the FOIA other Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the EIRs.
3.3 Before making Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing result of actions of the proposed Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure as soon as possible to the Recipient by the other Party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any Party to this Agreement and if possible before not under a duty of confidentiality to the court other Party; or other public body orders (iv) the disclosure disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other Party. In the event that a Recipient is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information); and
3.3.2 ask , it is agreed that any such Recipient will provide the court disclosing Party with prompt notice of such request(s) so that disclosing Party may seek an appropriate protective order or other public body to treat appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the disclosing Party grants a waiver hereunder, the applicable Recipient may furnish that portion (and only that portion) of the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body applicable Recipient is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs legally compelled to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take and will exercise reasonable steps commercial efforts to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent obtain reliable assurance that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall confidential treatment will be responsible for determining in its absolute discretion whether accorded any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsso furnished.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Master License Agreement (Comstock Inc.), Master License Agreement (Comstock Inc.), Exclusive License Agreement (Comstock Inc.)
Permitted Disclosures. 3.1 The Receiving (a) Each Party may disclose Confidential Information received from the other Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each Third Parties having a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive know the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) for a legitimate business purpose of the confidential nature receiving Party, provided any such Third Party executes a non-disclosure agreement with terms at least as restrictive as those herein. Each Party shall immediately advise their employees, and others to whom the other Party’s Confidential Information is disclosed, of their strict obligations under this Agreement. Each Party shall take all reasonably necessary steps to insure that the confidentiality of the Confidential Information is securely maintained and that the Confidential Information is used only as permitted under this Agreement. Each Party may disclose Confidential Information received from the other Party as is required by a valid court order to be disclosed, provided, however, that the receiving Party has provided prompt written notice to the disclosing Party, made a reasonable effort to obtain a protective or other order maintaining the confidentiality of disclosing Party’s Confidential Information; and, and taken reasonable steps to enable the disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information. Any mutually agreed public statement as permitted in Section 10.2 below that may include Confidential Information shall constitute a permitted disclosure.
(b) that the Disclosing Party provided the Confidential Information Notwithstanding anything to the Receiving contrary in this Agreement, including, without limitation the terms and conditions included in Sections 9.1 through 9.4 (a), (i) a Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to end users of products and services any non-confidential technical, scientific and other information reasonably necessary for the extent end user to use such products and services; and (2) the Parties may disclose the non-confidential terms of this Agreement to investors or potential investors, potential business partners, potential sublicensees and assignees, potential co-developers, manufacturers, marketers, or distributors of products and processes, and in any prospectus, offering, memorandum, or other document or filing required by applicable securities laws or other applicable law or regulation. (c) Each Party shall provide the other Party with reasonable advance written notice of any other press release or other public disclosure of this Agreement; provided, that the Parties acknowledge that a Party may be required to make immediate or prompt disclosure of the occurrence of material events concerning the Agreement, such as (by way of example only) an action, order, or determination by the FDA or other regulatory agency or authority. A Party may summarize this Agreement, excluding confidential portions in any registration statement, prospectus, or report filed with the Securities and Exchange Commission (“SEC”) or any other securities regulatory agency or authority. If a Party determines that it is required to do so by applicable law file a copy of this Agreement or by order any portion of a court this Agreement with the SEC or any other public body that has jurisdiction over the Receiving Party securities regulatory agency or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2authority, the Receiving Party or relevant Receiving Party Authorised Person shallParties shall confer and determine which portions, if the circumstances permit:
3.3.1 notify the Disclosing any, of this Agreement should be subject to an application requesting confidential treatment, and a Party in writing of the proposed disclosure as soon as possible (and if possible before the court shall file this Agreement or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body any relevant portion subject to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (such application in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge applicable rules and regulations of the Functions SEC or such other agency or authority; provided, that any portion of Public Authorities this Agreement that is initially redacted from such filing under Part 1 of such application may be filed in its entirety and otherwise disclosed in a registration statement, prospectus, or report if so required by the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority SEC or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA agency or the EIRsauthority.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Cross License Agreement (Biotime Inc), Cross License Agreement (Biotime Inc), Cross License Agreement (Asterias Biotherapeutics, Inc.)
Permitted Disclosures. 3.1 The Each Receiving Party may disclose Confidential Information disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “it by the Disclosing Party to the extent that such disclosure by the Receiving Party Authorised Person”) whois:
3.1.1 9.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and 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 or the requirements of a national securities exchange or other similar regulatory body; provided that the Receiving Party shall give the Disclosing Party prior written notice of such disclosure, to the extent reasonably need practicable and legally permitted, and, in the case of disclosures other than those required by securities laws, rules, regulations or court order or the rules of any securities exchange or other similar regulatory body, the Receiving Party shall give the Disclosing Party a reasonable opportunity to receive 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 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 shall be limited to the information that is legally required to be disclosed in response to such court or governmental order, and in the case of disclosures required by securities laws, rules, regulations or court order or the rules of any securities exchange or other similar regulatory body, the Receiving Party shall takes reasonable steps, upon the advice of securities counsel, to limit disclosure of or seek confidential treatment for such Confidential Information;
9.2.2. made by or on behalf of the Receiving Party to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall be taken to obtain confidential treatment of such information;
9.2.3. made by or on behalf of the Receiving Party as necessary to file or prosecute Patent applications pursuant to Section 7.2.1 or Section 7.2.2, as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement; provided that reasonable measures shall be taken to obtain confidential treatment of such information;
9.2.4. made by or on behalf of the Licensee as the Receiving Party to a Third Party (including its Sublicensees, collaborators and subcontractors) in connection with the Permitted Purpose; and
3.1.2 have been informed exercise of its rights or performance of its obligation under this Agreement, including the Development, Manufacture and/or Commercialization of Licensed Compounds and/or Licensed Products and the Exploitation of Licensed Know-How and Licensed Patents in accordance with the licenses and rights granted to Licensee under ARTICLE 2, provided that each such Third Party signs an agreement that contains obligations (or in the case of an attorney is bound by legally enforceable ethical obligations) with respect to the Confidential Information of the Disclosing Party that are materially equivalent to the Receiving Party:’s obligations hereunder (except that the obligations under such agreement may terminate [***] after disclosure of the relevant information) and further provided that Licensee shall limit the disclosure of Licensed Know-How to Third Parties under this Section 9.2.4 to only that which is reasonably necessary to Licensee’s exercise of its rights or performance of its obligations under this Agreement; or
9.2.5. made by or on behalf of (1) Licensee as the Receiving Party to actual or prospective investors, lenders, acquirers, merger candidates, or, with respect to Sanofi as the Receiving Party, to actual or prospective acquirers, merger candidates or investors in connection with a Monetization (and in each case of clause (1) or (2), to its and their respective officers, directors, employees, agents Affiliates, representatives and financing sources); provided that (a) each such Third Party (i) shall be informed of the confidential nature of the Confidential Information; and
Information so disclosed and (bii) signs an agreement that contains obligations (or in the case of an attorney is bound by legally enforceable ethical obligations) with respect to the Confidential Information of the Disclosing Party provided the Confidential Information that are materially equivalent to the Receiving Party subject to Party’s obligations hereunder (except that the provisions obligations under such agreement may terminate [***] after disclosure of a written confidentiality agreement.
3.2 The Receiving Party the relevant information) and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, further provided that Clause 4 Licensee shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders limit the disclosure of the Confidential Information); and
3.3.2 ask the court Licensed Know-How to actual or other public body prospective investors, lenders, acquirers, merger candidates under this Section 9.2.5 to treat the Confidential Information as confidentialonly that which is reasonably necessary to Licensee’s permitted activities under this Section 9.2.5.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
10.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify the Disclosing Party in writing reasonable opinion of the proposed receiving Party’s legal counsel, such disclosure as soon as possible (is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and if possible before given the court disclosing Party a reasonable opportunity to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued; provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
10.2.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of the FOIA or the EIRs;
4.1.3 such information to the extent the need for disclosure arises for the purpose practicable and consistent with Applicable Law;
10.2.3 made by or on behalf of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, patent authority as may be required under the FOIA reasonably necessary or the EIRs useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to disclose Informationassure confidential treatment of such information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent such protection is available;
10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or
10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that it is permissible arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and reasonably practical for it non-use with respect to do so but (notwithstanding any other provision such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement) , the Authority Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information information to the extent confidential treatment is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations available under the FOIA and the EIRslaw.
Appears in 3 contracts
Sources: Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC)
Permitted Disclosures. 3.1 The Receiving Nanomerics may disclose Virpax Information and each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential other than Virpax Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it such disclosure is:
9.3.1. made in response to do so but (notwithstanding any other provision in this Agreement) the Authority a valid order of a court of competent jurisdiction or other relevant Crown Body competent authority; 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 any such order or 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 authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be responsible limited to that information that is legally required to be disclosed in response to such court or governmental order;
9.3.2. made by or on behalf of by Virpax, its Affiliates or sublicensees to a Health Authority as may be necessary or useful in connection with any filing, application or request for determining in its absolute discretion whether any a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
9.3.3. made by a Party to a patent authority as may be necessary or useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 10); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
9.3.4. otherwise required by law; provided, however, that if Nanomerics is required to disclose Virpax Information, or either Party is required to disclose Confidential Information and/or of the other Party, the Party required to make the disclosure shall (a) provide to the other Party reasonable advance notice of and an opportunity to comment on any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably such required disclosure, (b) if requested by the Authority other Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the other Party in any such disclosure or relevant Crown Body request for confidential treatment; or
9.3.5. made by Virpax or its Affiliates to enable Third Parties as may be necessary or useful in connection with the Authority Exploitation of the Compound or relevant Crown Body Licensed Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith. Notwithstanding the foregoing, in the event that either Party is required by Applicable Law or the requirements of a national securities exchange or another similar regulatory body to comply with its obligations under disclose this Agreement, in whole or in part, the FOIA and Parties shall reasonably agree on a redacted version of this Agreement as necessary to protect the EIRsConfidential Information of the Parties prior to making such disclosure.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.), Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.), Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information belonging to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving the other Party Authorised Person”) who:
3.1.1 to the extent such disclosure is reasonably need to receive necessary in the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyfollowing instances:
(a) of disclosure to governmental or other regulatory agencies in order to obtain patents on Prior Technology, Collaboration Technology, Joint Technology, Merck Technology and/or Metabasis Technology or to gain or maintain approval to conduct clinical trials or to market Product (in each case to the confidential nature of extent permitted by this Agreement), but such disclosure may be only to the Confidential Information; andextent reasonably necessary to obtain patents or authorizations;
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by complying with applicable law court orders or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Informationgovernmental regulations;
4.1.2 pursuant (c) disclosure by Merck to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises Related Parties for the sole purpose of the examination conducting development and/or commercialization of Collaboration Compounds and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Products in accordance with the Secretary terms and conditions of State for Constitutional Affairs’ Code of Practice this Agreement on the Discharge condition that such Related Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement; provided the term of the Functions of Public Authorities under Part 1 of the FOIAconfidentiality for such Related Parties shall be no less than ten (10) years; or
(d) disclosure to consultants, agents or other Third Parties solely to the extent required to accomplish the purposes of this Agreement or in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, in each case on the condition that it is permissible such Third Parties agree to be bound by confidentiality and reasonably practical for it non-use obligations at least equivalent in scope to do so but (notwithstanding any other provision those contained in this Agreement; provided the term of confidentiality for such Third Parties shall be no less than ten (10) years. If a Party is required by judicial or administrative process to disclose Information that is subject to the Authority non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 4, and the Party disclosing Information pursuant to law or court order shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Information. Metabasis shall consult with Merck on the provisions of this Agreement and the Research Plan, together with schedules or other relevant Crown Body shall attachments attached thereto, to be responsible for determining redacted in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance filings made by the Metabasis with the FOIA Securities and Exchange Commission or the EIRsas otherwise required by law.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
4.2.1 Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that has jurisdiction over the Receiving receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, 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 Receiving Party Authorised Personagency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making if a disclosure pursuant to Clause 3.2order is not quashed or a protective order is not obtained, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Confidential Information disclosed in writing of the proposed disclosure as soon as possible (and if possible before the response to such court or other public body orders governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
4.2.2 Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information)Information pursuant to this Section 4.2.2;
4.2.3 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; andprovided, however, that reasonable measures shall be taken to assure confidential treatment of such information; or,
3.3.2 ask the court 4.2.4 Made by Licensee or Supplier to existing or potential acquirers or merger candidates; existing or potential collaborators; investment bankers; existing or potential investors, venture capital firms or other public body financial institutions or investors for purposes of obtaining financing; each of whom prior to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority disclosure must be bound by obligations of confidentiality and any Crown Body non-use at least equivalent in scope to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision those set forth in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsArticle IV.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Exclusive License and Distribution Agreement, Exclusive License and Distribution Agreement (MITU Resources Inc.), Exclusive License and Distribution Agreement (MITU Resources Inc.)
Permitted Disclosures. 3.1 (A) Notwithstanding the terms of this Section 12, either Party shall be permitted to disclose the existence and terms of this Agreement and the conduct of the Collaboration under this Agreement, to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission or any other governmental agency. The Receiving disclosing Party shall take reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
(B) Either Party may also disclose Confidential Information the existence and terms of this Agreement to those of its directorsattorneys and advisors, officersand to potential acquirors, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with a potential acquisition or other change of control transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, or to potential licensees or to permitted assignees in each case under an agreement to keep the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) terms of the this Agreement confidential nature under terms of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information confidentiality and non-use substantially similar to the Receiving Party subject terms contained in this Agreement and to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the use such confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises information solely for the purpose of the examination contemplated transaction. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
(C) MacroGenics may also disclose the existence and certification terms of this Agreement pursuant to transactions related to the Commercialization or Development of MGAH22 or any Product (“Licensing Transactions”), in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to the terms contained in this Agreement and to use such confidential information solely for the purpose of the accounts contemplated transaction, provided that prior to the disclosure of the Authority terms of this Agreement in connection with any Licensing Transaction, MacroGenics shall redact in any written summary or relevant Crown Body copy of this Agreement, all financial terms of this Agreement, in a manner substantially consistent with a form provided to Green Cross by MacroGenics on or for any examination pursuant to section 6(1) of before the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the OrganisationEffective Date. The Authority transactions described in Section 12.3(d)(ii)(B) shall take reasonable steps to notify the Organisation not be deemed Licensing Transactions for purposes of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsSection 12.3(d)(ii)(C).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Sources: Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information confidentiality obligations contained in Section 8.1 above shall not apply to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
extent that (a) of the confidential nature of the Confidential Information; and
any Recipient Party is required (bi) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law law, regulation or order of a governmental agency or by order of a court of competent jurisdiction, or other public body that has jurisdiction over the Receiving Party (ii) to disclose Confidential Information to any governmental agency for purposes of obtaining approval to test or Receiving Party Authorised Personmarket a Product, provided in either case that Clause 4 the Recipient Party shall apply provide written notice thereof to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient Party can demonstrate by written evidence that the disclosed Confidential Information was (i) public knowledge at the time of such disclosure to the Recipient Party, or thereafter became public knowledge, other than as a result of any breach by the Recipient Party of its obligations of confidentiality to the Disclosing Party; (ii) rightfully known by or in writing the possession of the proposed Recipient Party prior to the date of disclosure as soon as possible to the Recipient Party by the Disclosing Party; (and if possible before iii) disclosed to the court Recipient Party on an unrestricted basis from a Third Party not under a duty of confidentiality to the Disclosing Party; or other public body orders (iv) independently developed by the disclosure Recipient Party without access to or use of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where disclosed by the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the OrganisationParty. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding Notwithstanding any other provision in of this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any , Pacific Beach may disclose Confidential Information and/or of the UCB relating to information developed pursuant to this Agreement to any other Information Person with whom Pacific Beach has, or is exempt from disclosure in accordance proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with the FOIA or the EIRsPacific Beach.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Iaso Pharma Inc), License Agreement (Iaso Pharma Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Disclosing Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:
(i) in order to comply with applicable Law or the rules of any securities exchange or with a legal or administrative proceeding; and
(ii) in connection with performing its obligations and exercising any rights under this Agreement or the Transaction Documents or in connection with any litigation or dispute resolution proceedings between the parties hereto. If and whenever any Confidential Information is disclosed in accordance with this Section 5.12(c), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information. The Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosures pursuant to Section 5.12(c)(i) or 5.12(c)(ii) sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it is required may deem appropriate to do so by applicable law protect the confidentiality of the information (including seeking a confidential treatment order or by order of a court protective or other public body that has jurisdiction over limiting order, as applicable), and the Receiving Party or Receiving will provide reasonable assistance to the Disclosing Party Authorised Personwith respect thereto; provided that, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2in any event, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify will use reasonable measures to ensure confidential treatment of such information and shall only disclose such Confidential Information of the Disclosing Party as is necessary to comply with such Laws or judicial process. Notwithstanding the foregoing or anything contained in writing of this Section 5.12(c) to the proposed disclosure contrary, the Investors (as soon as possible (and if possible before defined in the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body Parent Investors’ Rights Agreement) shall be permitted to treat the disclose Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any Section 3.4 of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authorityParent Investors’ Rights Agreement.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to Notwithstanding the provisions of a written confidentiality agreement.
3.2 The Receiving Section 9.1 above, each Party hereto may use and each Receiving Party Authorised Person shall be entitled to disclose the other Party’s Confidential Information to the extent such use or disclosure is reasonably necessary (a) to exercise the rights granted to it, or reserved by it (provided that for purposes of clarity it is understood that Array shall not be permitted to use Confidential Information of Oncothyreon in developing other Array products), in each case under this Agreement (including without limitation in the case of Oncothyreon, the right to use and disclose, including to Sublicensees, Array Know-How to support development (including conducting clinical trials), regulatory, marketing and sales activities, public relations activities, professional services activities, and medical education activities for Product), (b) in prosecuting or defending litigation, or (c) in complying with applicable governmental regulations, submitting information to tax or other governmental authorities, and each Party may authorize its Affiliates (and in the case of Oncothyreon, its Sublicensees) to use and/or disclose the other Party’s Confidential Information as set forth in the preceding sub-clauses (a) through (c), provided that, in the case of (c), if a Party is required to make any such disclosure of the other Party’s Confidential Information, to the extent it may legally do so by applicable law so, it will give reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications or by order otherwise, will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). If the Party whose Confidential Information is to be disclosed has not filed a court or patent application with respect to such Confidential Information, it may require the other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of delay the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need disclosing Party may legally do so), for disclosure arises up to ninety (90) days, to allow for the purpose filing of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authoritysuch an application.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Seattle Genetics Inc /Wa), License Agreement (Oncothyreon Inc.)
Permitted Disclosures. 3.1 (a) The Receiving provisions of Section 6.1 shall not preclude a Party or its Affiliates from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by such Party or its Affiliates to comply with applicable law or legal process, including without limitation the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange, including without limitation Nasdaq, or to defend or prosecute litigation, provided that such Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
(b) Subject to Sections 6.2(c) and 11.10, the Parties agree that the material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose Confidential Information such terms to those of its directorsbona fide potential or actual sublicensees, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 as reasonably need to receive the Confidential Information necessary in connection with a permitted sublicense under the Permitted Purpose; and
3.1.2 have been informed by licenses granted in this Agreement, and (b) either Party may disclose the Receiving material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners, and to such Party:
(a) ’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information pursuant to this Section 6.2(b), each Party agrees to use all reasonable efforts to inform each disclosee of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party such information and cause each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body disclosee to treat the Confidential Information such information as confidential.
4.1 Where (c) Notwithstanding any provision to the Disclosing contrary in this Agreement, either Party is the Organisationmay disclose to any and all Persons, without limitation of any kind, the Authority United States federal tax treatment and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any tax structure of the Confidential Information:
4.1.1 to another Crown Body transactions set forth in this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements Parties relating to such tax treatment and tax structure. Confidential Portions of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination this Exhibit were omitted and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance have been filed separately with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsSecurities Act.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Research and License Agreement (Archemix Corp.), Research and License Agreement (Nitromed Inc)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information of the other Party to those the extent that such disclosure is:
13.3.1 made in response to a valid order of its directorsa court of competent jurisdiction or other competent authority; provided, officershowever, employees, consultants and professional advisers and auditors (each a “that the Receiving Party Authorised Person”) who:
3.1.1 reasonably need shall first have given written notice to receive the Disclosing Party and given the Disclosing Party a reasonable opportunity 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 authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further that if a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order;
13.3.2 made by the Receiving Party to a governmental or other regulatory authority as may be necessary or useful in connection with any filing, application or request for a Registration; provided, however, that reasonable measures will be taken to obtain confidential treatment of such information;
13.3.3 made by the Receiving Party to a patent authority as may be necessary or useful for purposes of obtaining or enforcing a Patent Right; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; or
13.3.4 made by the Receiving Party or its Affiliates, distributors or sublicensees to Third Parties as may be necessary or useful in connection with the Permitted Purpose; and
3.1.2 have been informed by performance of this Agreement, or the Receiving Party:
(a) exercise of the confidential nature of the Confidential Information; and
(b) its rights hereunder, including permitted subcontracting or sublicensing transactions in connection therewith, provided that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving making such disclosure shall require that such Third Party and each Receiving Party Authorised Person shall be entitled to disclose receiving such Confidential Information to shall observe at least the extent that it is required to do so by applicable law or by order same obligations of a court or other public body that has jurisdiction over the Receiving confidentiality as such Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required owes under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Abgenix Inc), Collaboration and License Agreement (Abgenix Inc)
Permitted Disclosures. 3.1 (a) The Receiving Party may disclose the Disclosing Party’s Confidential Information (without the Disclosing Party’s prior written permission) if such disclosure is made to those the Receiving Party’s Affiliates or any of its or their actual or potential equityholders, members, limited partners, partners, managers, directors, trustees, officers, employees, consultants agents, consultants, tax advisors, bankers, financial advisors, lenders, investors, co-investors, collaborators, purchasers, acquirers, assignees, contractors, licensees, sublicensees, accountants, attorneys or other representatives, in each case, who need to know such Confidential Information and who are, prior to receiving such disclosure, bound by written or professional advisers confidentiality and auditors (each a “non-use obligations no less stringent than those contained herein. Notwithstanding the foregoing, the Receiving Party Authorised Person”shall be responsible for any breach of this Section 4.3(a) who:
3.1.1 reasonably need by any Person described in this Section 4.3(a) to receive the which it discloses Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed (as if such Person were bound by the Receiving Party:
(aterms of this Section 4.3(a)) of the confidential nature and shall take all reasonably necessary measures to restrain such Person from unauthorized disclosure or use of the Confidential Information; and.
(b) The Receiving Party may disclose the Disclosing Party’s Confidential Information (without the Disclosing Party’s prior written permission) to any Person to the extent such disclosure is necessary (i) for regulatory, tax or customs purposes, (ii) to prosecute or defend litigation or (iii) to comply with Applicable Law (including the Securities Act and the Exchange Act), applicable stock exchange requirements or an order or subpoena from a court of competent jurisdiction or other Governmental Authority; provided, however, that the Receiving Party, to the extent it may legally do so, shall give reasonable advance notice to the Disclosing Party provided of such disclosure and, at the Confidential Information to Disclosing Party’s reasonable request and expense, the Receiving Party subject shall use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). Notwithstanding the foregoing or anything to the provisions of a written confidentiality agreement.
3.2 The contrary in this Agreement, the Receiving Party and each Receiving Party Authorised Person shall be entitled its Affiliates may, without notice to any Disclosing Party, disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has any Governmental Authority having jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRsits Affiliates in connection with routine regulatory examinations.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.), Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.)
Permitted Disclosures. 3.1 The Receiving Notwithstanding the obligations set forth in Section 4.1, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyextent:
(a) such disclosure: (1) is to a patent authority and is reasonably necessary for the filing, prosecuting, defending or enforcing Patents as contemplated by, and in accordance with, the terms of Section 3; provided that such Party shall provide notice of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided proposed filing or other disclosure and the Confidential Information to the Receiving Party subject be included therein to the provisions other Party at least thirty (30) days prior to filing or submission along with, to the extent permitted and practical, a copy of the proposed filing or other disclosure for review, and, if the other Party reasonably asserts trade secret claims to its Confidential Information contained in such proposed filing or other disclosure, such filing or disclosure shall require the prior written consent of the other Party; (2) is to a Regulatory Authority and is necessary in connection with the Development, Commercialization or Manufacture of a written confidentiality agreement.
3.2 The Receiving Party product that is Covered by Seller Licensed Patents or by Purchaser Licensed Patents; or (3) is permitted by the APA, in each case (1), (2) and each Receiving Party Authorised Person (3), provided that reasonable measures shall be entitled taken to disclose assure confidential treatment of such Confidential Information to the extent that it practicable and consistent with applicable Law;
(b) such disclosure is required reasonably necessary: (1) to do so by applicable law its and its Affiliates’ employees, contractors, consultants, advisors, clinicians, vendors, service providers and existing or by order prospective Sublicensees and licensees in connection with the exercise of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA its rights or the EIRs.
3.3 Before making a disclosure pursuant performance of its obligations under this Agreement; (2) to Clause 3.2such Party’s directors, officers, attorneys, independent accountants or financial advisors for the Receiving sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party relating to this Agreement; or relevant Receiving (3) to actual or potential investors or acquirers of such Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises solely for the purpose of evaluating or carrying out a bona fide investment in or acquisition of such Party; provided that, in each case (1), (2) and (3), such Person(s) to whom disclosure is made under this Section 4.3(b) shall be bound in writing prior to such disclosure by confidentiality and non-use obligations substantially consistent with those contained in the examination Agreement (other than investors, who must be bound in writing prior to disclosure by commercially reasonable obligations of confidentiality and certification non-use); provided further that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 4.3(b) to treat such Confidential Information as required under this Section 4;
(c) such disclosure is required by applicable Law, rules of a securities exchange or judicial or administrative process, if in the reasonable opinion of the accounts Receiving Party’s counsel, such disclosure is so required; provided that in such event such Party (to the extent legally permissible) shall promptly inform the other Party of such required disclosure and use reasonable efforts to provide the Authority other Party an opportunity to challenge or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and limit the disclosure obligations; provided further that Confidential Information disclosed shall be limited to that information which is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA relevant applicable Law, rule, judicial or administrative process or court or governmental order and the EIRs to disclose InformationParty disclosing Confidential Information in such situation shall use reasonable efforts, including seeking confidential treatment or a protective order, to seek and obtain continued confidential treatment of such Confidential Information, without consulting or obtaining consent from the Organisation. The Authority Confidential Information that is so disclosed shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) remain otherwise subject to the extent that it confidentiality and non-use provisions of this Section 4; or
(d) is permissible and reasonably practical necessary for it to do so but prosecuting or defending litigation or in establishing rights (notwithstanding any whether through declaratory actions or other provision in legal proceedings) or enforcing obligations under this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Cross License Agreement (Seres Therapeutics, Inc.), Cross License Agreement (Seres Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to Applicable Law or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving Party or Receiving Party Authorised Personreceiving Party, provided that Clause 4 to the extent practicable and legally permissible, shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit be disclosed; IRS Employer Identification No. 4▇-▇▇▇ ▇▇▇▇▇ Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”
7.2.2 made by or on behalf of the economyreceiving Party to Regulatory Authorities as required in connection with any filing, efficiency and effectiveness with which the Authority application or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent practicable and consistent with Applicable Law;
7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or assignment; provided that it is permissible any such recipient of such Confidential Information agrees to be bound by the confidentiality and reasonably practical non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for it any failure by any such Person to do so but (notwithstanding treat such Confidential Information as required under this Article 7.
7.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information, and in the case of Lightlake, any other provision Person who holds or will hold in the future any interest in any of Lightlake’s products, and, in each case, are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement) ; provided that the Authority or other relevant Crown Body receiving Party shall be remain responsible for determining in its absolute discretion whether any failure by such financial and legal advisors and other Persons contemplated by this Section 7.2.4, to treat such Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsas required under this Article 7.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Lightlake Therapeutics Inc.), License Agreement (Lightlake Therapeutics Inc.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information (other than CPI’s RC Confidential Information) disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed it by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Providing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so such disclosure by applicable law or the Receiving Party is:
12.5.1 legally compelled by a valid order of a court of competent jurisdiction or other public body governmental authority of competent jurisdiction; provided that has jurisdiction over the Receiving Party will provide the Providing Party with prompt notice so that the Providing Party may seek a protective order or Receiving other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Providing Party Authorised Person, provided that Clause 4 shall apply to disclosures required under waives compliance in writing with the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2provisions of this Agreement, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure its representatives will furnish only that portion of the Confidential Information); and
3.3.2 ask Information that is legally required to be disclosed (by judicial or similar process that would subject the court Receiving Party or other public body its representatives to treat contempt or similar penalty for failure to disclose) and will exercise the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body Receiving Party’s or its representatives’ best efforts to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 obtain reliable assurance that confidential treatment will be afforded to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant 12.5.2 made by the Receiving Party to any applicable Federal and State Regulatory Authority as required to file for, obtain and/or maintain regulatory approval for Generic Tussionex; provided, that the requirements Receiving Party will provide the Providing Party with prompt notice so that the Providing Party may seek to protect its rights in the matter as necessary; and
12.5.3 made by the Receiving Party to a court or arbitrator as necessary to establish or enforce its rights against the Providing Party under this Agreement; and
12.5.4 made by the Receiving Party or its Representatives to a Third Party in connection with (a) the conduct of the FOIA Receiving Party’s business, or (b) the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose exercise of the examination Receiving Party’s rights as contemplated by this Agreement; provided, however, that such Third Party shall be subject to obligations of confidentiality and certification non-use with respect to such Confidential Information that are at least as restrictive as those contained in this Section 12, with the Providing Party being an express third party beneficiary of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economysuch obligations; provided, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining indemnifying the Providing Party against any Losses (as defined in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with Section 15.1) of the FOIA or Providing Party arising out of the EIRsRepresentatives’ violation of the confidentiality obligations described, above.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement (Neos Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving A receiving Party may disclose Confidential Information of the disclosing Party to those of the extent such disclosure is reasonably necessary in the following instances:
6.2.1 filing or prosecuting Patent Rights as contemplated by this Agreement;
6.2.2 obtaining or maintaining approval to conduct Clinical Trials or to market Licensed Products;
6.2.3 complying with applicable court orders or administrative process (including a request for discovery received in an arbitration or litigation proceeding) and governmental laws and regulations, including regulations promulgated by securities exchanges;
6.2.4 to its directors, officers, and its Affiliates’ employees, consultants consultants, contractors, advisors and professional advisers and auditors (agents, in each case on a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information need-to-know basis in connection with the Permitted Purposeperformance of such Party’s obligations under this Agreement and under written obligations of confidentiality and non-use that are substantially no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
3.1.2 have been informed by 6.2.5 to any bona fide potential or actual investor, acquiror or merger partner or other financial partner for the Receiving sole purpose of evaluating an actual or potential investment or acquisition with such Party:
(a) , in each case under appropriate written obligations of confidentiality and non-use that are substantially no less stringent than those confidentiality and non-use provisions contained in this Agreement; 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 or acquisition. If a Party is required to disclose Information of the confidential nature other Party pursuant to Section 6.2.3, such Party shall promptly inform the other Party of the Confidential Information; and
(b) disclosure that is being sought in order to provide the Disclosing other Party provided an opportunity to challenge or limit the Confidential disclosure obligations. Information to the Receiving Party that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of a written confidentiality agreement.
3.2 The Receiving Section 6.1, and the Party and each Receiving Party Authorised Person disclosing Information pursuant to law or court order shall be entitled take all steps reasonably necessary, including obtaining an order of confidentiality, to disclose Confidential ensure the continued confidential treatment of such Information. Any Information disclosed pursuant to this Section 6.2 shall remain otherwise subject to the extent that it is required to do so by applicable law or by order foregoing confidentiality provisions of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRsSection 6.1.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.), Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
9.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personof competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.5)); provided that Clause 4 the receiving Party shall apply first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and (other than with regard to disclosures required under to comply with applicable securities law, which disclosures are covered in Section 9.5 below) give the FOIA disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or the EIRs.
3.3 Before making to obtain a disclosure pursuant to Clause 3.2, the Receiving Party protective order or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no such protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
9.3.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of preparing, obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA or terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the EIRsextent such protection is available; *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
4.3 The Organisation 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9; provided that the receiving Party shall provide all necessary assistance remain responsible for any failure by such financial and cooperation legal advisors, to treat such Confidential Information as reasonably requested required under this Article;
9.3.5 made by the Authority receiving Party or relevant Crown Body its Affiliates to enable potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Authority obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9;
9.3.6 made by AbbVie or relevant Crown Body its Affiliates or Sublicensees to comply its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Antibody, the Licensed Products, 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 non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure for advisors, consultants, clinicians, vendors, service providers or contractors); or
9.3.7 made by Licensor or its Affiliates (or Third Parties acting under their authority) to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties to the FOIA extent necessary or useful in in connection with the performance of Licensor’s obligations or exercise of rights expressly granted to Licensor under this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the EIRsobligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure); or
9.3.8 a disclosure of the terms of this Agreement made on a need to know basis to advisors, consultants, prospective or actual acquirers, investors, or lenders, or with AbbVie’s prior written consent (not to be unreasonably withheld) other Persons, in each case on a need to know basis and who are subject to obligations of confidentiality and non-use with respect to Confidential Information of the other Party substantially similar to the obligations of confidentiality and non-use pursuant to this ARTICLE 9. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. This Section 9.3 shall apply mutatis mutandis to Licensor with respect to Confidential Information of AbbVie solely to the extent applicable to a Licensed Product being developed and commercialized by Licensor pursuant to the licenses set forth in Section 12.8.1, if and as applicable. For clarity, in any case where the foregoing disclosure must be subject to obligations of confidentiality and non-use substantially similar to those under this ARTICLE 9, it is understood that the duration of such confidentiality and non-use obligations shall be no less than [***] from the date of disclosure.
Appears in 2 contracts
Sources: Co Development and Option Agreement (Alector, Inc.), Co Development and Option Agreement (Alector, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information of the other Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whothe extent that such disclosure is:
3.1.1 reasonably need 8.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to receive be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 8.5); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (such as, for example, 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 order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
8.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 8;
8.3.5 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Permitted PurposeExploitation of a Collaboration CAR-T Product or Licensed Product, [***] employed in a Collaboration CAR-T Product or Licensed Product, or to a molecule, cell, composition, sequence, or vector comprising or encoding such [***], or such specific [***] or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; andprovided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8, with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the effective date of such obligations or, if the disclosure includes [***], with a duration of confidentiality and non-use obligations that is no less than [***] years from the effective date of such obligations); or
3.1.2 have been informed 8.3.6 made by the Receiving PartyCaribou or its Affiliates, to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or existing or prospective investors and acquirers, as may be necessary in assisting with Caribou’s activities contemplated by this Agreement and/or in evaluating such potential or actual investment or acquisition, as applicable; provided that:
(a) all such Persons to which disclosures are made pursuant to this Section 8.3.6 shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Caribou set forth in this ARTICLE 8, with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the effective date of such obligations for Life Sciences Entities and [***] years from the effective date of such obligations for any other Person;
(b) to the extent such disclosures are made to existing or prospective investors and acquirors, such disclosures shall require AbbVie’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; provided that Caribou may make a disclosure to existing or prospective investors and acquirors that are not Life Sciences Entities without AbbVie’s prior written consent if (i)(1) the disclosure is limited solely to disclosure of this Agreement (excluding all Research Plans and with the then-current Initial Program Targets, Reserved Targets, and Accepted Targets redacted) and (2) the receiving party has agreed in writing to be bound to the confidentiality requirements set out in clause (a) above, or (ii) (1) the disclosure is limited solely to disclosure of this Agreement (excluding all Research Plans) and a list consisting solely of the confidential nature UniProt# or gene name of the Confidential Informationthen-current Initial Program Targets, Reserved Targets, or Accepted Targets, and (2) the receiving party has agreed in writing to be bound to the confidentiality requirements with a duration of confidentiality and non-use obligations no less than [***] years from the effective date of such obligations; and
(bc) that any disclosure made to existing or prospective investors and acquirors must comply with the Disclosing Party provided following requirements: (a) such investor or acquirer, as applicable, shall be obligated to (1) use the Confidential Information of AbbVie solely for the purposes of evaluating the applicable transaction and shall be prohibited for using any Confidential Information of AbbVie for any other purposes, (2) limit disclosure to persons within such investor or acquirer with a need to know such Confidential Information of AbbVie in order for such acquirer or investor to evaluate the applicable transaction, and (3) use reasonable and customary measures to protect the secrecy of, and avoid any unauthorized use or disclosure of, any Confidential Information of AbbVie; and (b) Caribou shall contractually require each such investor or acquirer with whom Caribou does not enter into a definitive agreement regarding a transaction to return or destroy all Confidential Information of AbbVie upon the termination of negotiations with respect to the Receiving Party subject to applicable transaction, provided that such investor or acquirer may (i) keep one (1) copy of the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information for the sole purpose of compliance or archival purposes, and (ii) retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such investor’s or acquirer’s automatic archiving and back-up procedures, to the extent that it is required to do so by applicable law created and retained in a manner consistent with such investor’s or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personacquirer’s standard archiving and back-up procedures, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or but not for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority other use or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authoritypurpose.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Caribou Biosciences, Inc.), Collaboration and License Agreement (Caribou Biosciences, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
11.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public body competent authority; provided, however, that has jurisdiction over the Receiving Party shall, where practical and permitted, first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or Receiving Party Authorised Personobtain 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 authority or, if disclosed, be used only for the purpose for which the order was issued and where permitted have the commercial terms redacted; and provided further that Clause 4 if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall apply be limited to disclosures that information that is legally required under the FOIA to be disclosed in response to such court or the EIRs.governmental order;
3.3 Before making a disclosure pursuant to Clause 3.2, 11.2.2 made by the Receiving Party to a Health Authority as may be necessary in connection with any filing, application or relevant request for or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to ensure confidential treatment of such information, to the extent such protection is available;
11.2.3 made by the Receiving Party Authorised Person shallto a patent authority as may be necessary or reasonably useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 16); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
11.2.4 otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and permitted, with reasonable advance notice of and an opportunity to comment on any such required disclosure, (b) if requested by the circumstances permit:
3.3.1 notify Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in writing any such disclosure or request for confidential treatment; or
11.2.5 made by Flexion or its Affiliates or Sublicensees to Third Parties as may be necessary in connection with the Development, Exploitation or Manufacture of the proposed disclosure Compounds or the Licensed Products as soon as possible (and if possible before the court contemplated by this Agreement, including permitted subcontracting or other public body orders the disclosure sublicensing transactions in connection therewith provided all such disclosures are subject to obligations of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant confidentiality substantially similar to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying terms set out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.Article 11; or
Appears in 2 contracts
Sources: Out Licence Agreement (Flexion Therapeutics Inc), Out Licence Agreement (Flexion Therapeutics Inc)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information of the other Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whothe extent that such disclosure is:
3.1.1 reasonably need 7.2.1 made by or on behalf of the receiving Party to receive the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.2 made by or on behalf of the receiving Party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the opinion of the receiving Party’s legal counsel and without limiting Section 7.4, such disclosure is otherwise required by Applicable Law (including, for clarity, any disclosure required by Applicable Law on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or disclosure required by reason of filing with securities regulators); provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of any 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 (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to any such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
7.2.3 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 pursuant to the terms of this Agreement in a manner not inconsistent with Article 6; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
7.2.4 made by the receiving Party or its Affiliates, sublicensees or subcontractors to its or their agents, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, investors, insurers or acquirers in connection with the Permitted Purposeperformance of its obligations or exercise of its rights as contemplated by this Agreement; andprovided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 7 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure); or
3.1.2 7.2.5 made by or on behalf of the receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, to the extent permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to the other Party an opportunity to review and comment, which period shall be no less than [***], and the receiving Party shall accept any reasonable comments so provided; or [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been informed filed separately with the Commission.
7.2.6 made by or on behalf of Precision to Duke solely as and to the Receiving Party:
(a) extent necessary to fulfill Precision’s reporting obligations under the Duke Agreement as of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party Effective Date so long as such information is disclosed subject to the confidentiality provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing Duke Agreement as of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialEffective Date.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Precision Biosciences Inc), Collaboration and License Agreement (Precision Biosciences Inc)
Permitted Disclosures. 3.1 The (i) In the event that Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a Governmental Authority or required by Applicable Law (as reasonably determined by Receiving Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or Governmental Authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained or sought and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
(ii) Notwithstanding anything herein to the contrary, the Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by prior written consent of the Receiving PartyDisclosing Party or to the extent such disclosure is reasonably necessary in the following situations:
(aA) prosecuting or defending litigation;
(B) for regulatory, tax or customs purposes;
(C) 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;
(D) to the extent such disclosure of this Agreement or the transactions contemplated hereby is required by Applicable Law or reasonably necessary to comply with the Securities Act of 1933, as amended, with the Exchange Act, or with any rule, regulation or legal process promulgated by the SEC or a stock exchange, provided that prior to the submission by the filing party to the SEC of any SEC Documents containing any Confidential Information of the confidential nature other party or that contain information related to the existence or subject matter of this Agreement or the identity of the other party, to the extent practicable and permitted by Applicable Law, the filing party shall provide drafts of such SEC Documents to the other party within a reasonable period of time prior to the planned date of such submission (but in any event no less than [***] Business Days prior to the planned date of such submission), to review any redactions related thereto, and the filing party shall consider in good faith any comments by the other party thereto and cooperate in good faith with the other party to obtain confidential treatment with respect to the portions of this Agreement that the other party reasonably requests to be kept confidential and to redact any Confidential Information; andInformation of the other party therein as requested by the other party, unless reasonably advised by counsel that such Confidential Information is required to be included by Applicable Law;
(bE) disclosure to (i) its Affiliates and their Representatives on a need-to-know basis in order for such party to exercise its rights or fulfill its obligations under this Agreement and (ii) its Representatives; provided, that in the Disclosing Party provided case of each of clause (i) and clause (ii) the recipient of Confidential Information agrees to the Receiving Party subject to be bound by the provisions of a written this Section 6.1, or are otherwise subject to confidentiality agreement.obligations no less restrictive than those set forth in this Agreement;
3.2 The Receiving Party (F) disclosure to existing or prospective lenders, acquirors, investors, partners, assignees and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to other sources of funding, including underwriters, debt financing or co-investors, or direct or indirect beneficial owners, or limited partners, or potential partners or collaborators, and the extent that it is required to do so by applicable law or by order Representatives of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personforegoing, provided that Clause 4 the recipient of Confidential Information agrees to be bound by the provisions of this Section 6.1, or are otherwise subject to confidentiality obligations no less restrictive than those set forth in this Agreement (other than with respect to the duration of such confidentiality obligations, which shall apply to disclosures required under be consistent with customary practice for the FOIA or purpose but in any event having a duration of not less than [***] year from the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing date of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of Confidential Information other than IP Confidential Information and a duration of not less than [***] years from the date of disclosure in the case of any IP Confidential Information); andor
3.3.2 ask (G) as is necessary in connection with a permitted assignment pursuant to Section 10.5. Notwithstanding anything to the court contrary in Section 6.1(c)(ii)(D), a party making a filing with the SEC shall have no obligation to provide a draft of a proposed filing of an SEC Document or other public body otherwise comply with Section 6.1(c)(ii)(D) with respect to treat a proposed filing of an SEC Document if the description of or reference to this Agreement or to the subject Confidential Information of the other party or the identity of the other party contained in, or attached as confidential.
4.1 Where the Disclosing Party is the Organisationan exhibit to, the Authority and any Crown Body to which Confidential Information proposed SEC Document, has been disclosed included in any previous SEC Document filed by either party in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority Section 6.1(c)(ii)(D) or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested otherwise approved by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsother party in writing.
Appears in 2 contracts
Sources: Payment Interest Purchase Agreement (Talphera, Inc.), Payment Interest Purchase Agreement (XOMA Corp)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.1. permitted with prior written consent of the disclosing Party;
7.2.2. in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation (including regulations of securities exchange) or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, [****]) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
7.2.3. made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and consistent with Applicable Law;
7.2.4. made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.5. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the EIRs.receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested 7.2.6. made by the Authority receiving Party or relevant Crown Body its Affiliates or Sublicensees to enable its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or acquirers or other Third Parties as may be necessary or useful in connection with the Authority Exploitation of a Licensed Compound, the Licensed Products, or relevant Crown Body to comply otherwise in connection with the performance of its obligations under or exercise of its rights as contemplated by this Agreement, or to potential or actual investors or acquirers as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the FOIA obligations of confidentiality and non-use of the EIRsreceiving Party pursuant to this ARTICLE 7.
Appears in 2 contracts
Sources: License Agreement (Bison Capital Acquisition Corp.), License Agreement (Bison Capital Acquisition Corp.)
Permitted Disclosures. 3.1 The Notwithstanding the foregoing, the Receiving Party may (a) disclose Confidential Information it to those government agencies and others where such information may be required to be included in Patent applications or regulatory filings permitted under the terms of its directors, officers, employees, consultants and professional advisers and auditors this Agreement; (each b) provide it to Third Parties solely on a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive know” basis under agreements including confidentiality and non-use provisions at least as restrictive as those in this Agreement for consulting, market research, Manufacturing, Development, and preclinical and clinical testing with respect to the Confidential Information Products in connection with performance under this Agreement; (c) prosecuting or defending litigation in relation to the Permitted Purpose; and
3.1.2 have ▇▇▇▇▇ Intellectual Property 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 or (d) publish it if and to the extent such publication has been informed approved in writing by the Receiving Disclosing Party:
(a) . In each of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to foregoing cases, the Receiving Party subject will use diligent efforts to limit the disclosure and maintain confidentiality to the provisions of a written confidentiality agreement.
3.2 The extent possible and the Receiving Party and each Receiving Party Authorised shall remain responsible for any failure by any Person shall be entitled to disclose who receives Confidential Information pursuant to this Article XIII to treat such Confidential Information as required under this Article XIII. If and whenever any Confidential Information is disclosed in accordance with this Section 13.1.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that it is required such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2Section 13.1.3, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 shall notify the Disclosing Party in writing of the proposed Receiving Party’s intent to make such disclosure pursuant to this Section 13.1.2 sufficiently prior to making such disclosure so as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where allow the Disclosing Party is adequate time to take whatever action it may deem appropriate to protect the Organisation, confidentiality of the Authority and any Crown Body to which Confidential Information information. Certain information marked as [***] has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent excluded from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that this exhibit because it is permissible both (i) not material and reasonably practical for it to do so but (notwithstanding any other provision in this Agreementii) the Authority or other relevant Crown Body shall would be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRscompetitively harmful if publicly disclosed.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Evaluation, Option and License Agreement (Ayala Pharmaceuticals, Inc.), Evaluation, Option and License Agreement (Ayala Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
6.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify reasonable opinion of the Disclosing receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given prompt notice to the disclosing Party and reasonably assists the disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court seeking to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
6.2.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of the FOIA or the EIRs;
4.1.3 such information to the extent the need for disclosure arises for the purpose practicable and consistent with Applicable Law;
6.2.3 made by or on behalf of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, patent authority as may be required under the FOIA reasonably necessary or the EIRs useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to disclose Informationassure confidential treatment of such information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it such protection is permissible and reasonably practical for it to do so but (notwithstanding any other provision available;
6.2.4 made by or on behalf of AstraZeneca as the receiving Party, in connection with its performance or exercise of its Retained Rights or its rights under this Agreement) ; or
6.2.5 made by or on behalf of the Authority receiving Party to potential or other relevant Crown Body actual investors, collaboration partners or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, collaboration or acquisition; provided, however, that such persons shall be responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than five (5) years from disclosure in accordance with the FOIA or the EIRsdate of disclosure).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Arcutis Biotherapeutics, Inc.), License Agreement (Arcutis Biotherapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.1. in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
7.2.2. made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and consistent with Applicable Law;
7.2.3. made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the EIRs.receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested 7.2.5. made by the Authority receiving Party or relevant Crown Body its Affiliates or Sublicensees to enable its or their (a) advisors, consultants, vendors, service providers, or contractors, (b) existing or prospective collaboration partners, licensees, sublicensees, lenders, investors, or acquirers, or (c) in connection with the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement, or to potential or actual investors or acquirers as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the FOIA obligations of confidentiality and non-use of the EIRsreceiving Party pursuant to this ARTICLE 7.
Appears in 2 contracts
Sources: License Agreement (Gemini Therapeutics, Inc. /DE), License Agreement (Gemini Therapeutics, Inc. /DE)
Permitted Disclosures. 3.1 The Receiving Party may disclose Notwithstanding any other provision of this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
shall not be prohibited if such disclosure: (a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information is in response to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by valid order of a court or other public body that has jurisdiction over Governmental Authority, including the Receiving Party rules and regulations promulgated by the U.S. Securities Exchange Commission and the Ontario Securities Commission (or Receiving Party Authorised Personsimilar foreign authority) or any other Governmental Authority; (b) is otherwise required by applicable Law or rules of a nationally or internationally recognized securities exchange, including but not limited to the Toronto Stock Exchange or Nasdaq; (c) is: (i) [***]; (d) is to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement; provided that Clause 4 such disclosure may be made only to the extent reasonably necessary to seek or obtain such Patent Rights or Regulatory Approvals, and the Recipient (or its applicable Affiliate(s)) shall apply use Commercially Reasonable Efforts to disclosures required under obtain confidential treatment of such information; or (e) is in response to a direction to SLP by a Regulatory Authority in the FOIA or the EIRs.
3.3 Before making a disclosure pursuant Territory to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the disclose such Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements Access to Information regime or a Freedom of Information regime and/or the FOIA Public Release of Clinical Information regime; provided that such disclosure may be made only if SLP has used Commercially Reasonable Efforts to keep such information confidential. If a Recipient is required to disclose Confidential Information pursuant to Section 11.03(a), Section 11.03(b) or Section 11.03(e), prior to any disclosure the EIRs;
4.1.3 Recipient shall, to the extent legally permitted and practicable, provide the need for disclosing Party with prior written notice of such disclosure arises for in order to permit the purpose disclosing Party to seek a protective order or other confidential treatment of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including such disclosing Party’s Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Sol-Gel Technologies Ltd.), License Agreement (Sol-Gel Technologies Ltd.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Notwithstanding any other provision to the contrary set forth in this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
shall not be prohibited if such disclosure: (a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information is in response to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law valid request or by order of a court or other public body that has jurisdiction over Governmental Authority, including the Receiving Party rules and regulations promulgated by the Securities and Exchange Commission (or Receiving Party Authorised Personsimilar foreign authority) or any other Governmental Authority; (b) is otherwise required by applicable Law or rules of a nationally or internationally recognized securities exchange or Nasdaq; (c) is made: (i) [***]; or (d) is made to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement, provided that Clause 4 shall apply to disclosures required such disclosure under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible this subsection (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, d) may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 be made only to the extent reasonably necessary to seek or obtain such Patent Rights or Regulatory Approvals, and the need for disclosure arises for the purpose Recipient (or its applicable Affiliate(s)) shall use reasonable efforts to obtain confidential treatment of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination such information. If a Recipient is required to disclose Confidential Information pursuant to section 6(1Section 11.03(a) (Permitted Disclosures) or Section 11.03(b) (Permitted Disclosures), then prior to any such disclosure, the Recipient shall, to the extent legally permitted and practicable, provide the disclosing Party with prior written notice of such disclosure in order to permit the National Audit ▇▇▇ ▇▇▇▇ disclosing Party to seek a protective order or other confidential treatment of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including such disclosing Party’s Confidential Information, without consulting or obtaining consent from and in the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge event of the Functions of Public Authorities under Part 1 of disclosing Party’s failure to obtain such protective order, the FOIA) Recipient shall only disclose that information which is legally required to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsdisclosed.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Sol-Gel Technologies Ltd.), License Agreement (Sol-Gel Technologies Ltd.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving disclosing Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent that it is such disclosure is:
9.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.5)); provided, however, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least […***…] ([…***…]) Business Days notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the Organisationreceiving Party to the Regulatory Authorities as required in connection with any filing, the Authority and any Crown Body to which Confidential Information has been disclosed application or request for Regulatory Approval in accordance with Clause 4.1.1the terms of this Agreement; provided, may disclose any however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information:
4.1.1 Information and are either under professional codes of conduct giving rise to another Crown Body expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential InformationInformation as required under this Article;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit 9.3.5 made by ▇▇▇ ▇▇▇▇ or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the economyLicensed Compound, efficiency the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and effectiveness non-use with which respect to such Confidential Information substantially similar to the Authority obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
9.3.6 made by Galapagos or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority Affiliates to its or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence their advisors, consultants, clinicians, vendors, service providers, contractors, and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) like to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision necessary in assisting with Galapagos’ activities contemplated by this Agreement) the Authority or other relevant Crown Body ; provided, however, that such persons shall be responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information of ▇▇▇▇▇▇ substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than […***…] ([…***…]) years from disclosure in accordance with the FOIA or the EIRsdate of disclosure).
4.3 The Organisation 9.3.7 Section 9.3.5 shall provide all necessary assistance apply mutatis mutandis to Galapagos with respect to Confidential Information of ▇▇▇▇▇▇ solely to the extent applicable to a Licensed Product being developed and cooperation commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsapplicable.
Appears in 2 contracts
Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information Article 12.4.1 does not apply to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyinformation:
(a) which, after the date of this Inter-User Agreement, becomes published or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the recipient Party in contravention of the confidential nature of the Confidential Information; andobligations in Article 12.4.1;
(b) disclosed by a Party to its Affiliates or shareholders provided that (i) such disclosure is made for purposes incidental to the subject matter of this Inter-User Agreement and (ii) such Affiliates and shareholders agree to treat it as confidential under a substantially equivalent obligation of confidentiality to that set out in Article 13.4.1 prior to such disclosure being made;
(c) to the extent made available to the recipient Party by a third party who is entitled to divulge such Confidential Information and who is not under any obligation of confidentiality in respect of such Confidential Information to the recipient Party;
(d) to the extent required to be disclosed by any Applicable Law or by any Maritime Authorities or by the Transportation Enterprise or by any recognised stock exchange or Competent Authority to whose rules the Party making the disclosure or any Affiliate is subject, whether or not having the force of law, provided that the Disclosing Party provided disclosing the Confidential Information shall notify the other Party of the Confidential Information to be disclosed (and of the Receiving circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure;
(e) which has been independently developed by the recipient Party subject otherwise than in the course of the exercise of that Party’s rights under this Inter-User Agreement or the implementation of this Inter-User Agreement;
(f) to the provisions extent made available to a proposed bona fide transferee or assignee of the whole or part of the disclosing Party’s interest under this Inter-User Agreement;
(g) to the extent made available to a written confidentiality agreement.proposed bona fide potential shareholder or a disclosing Party proposing to acquire the whole or a significant part of the issued share capital of the disclosing Party;
3.2 The Receiving (h) to the extent made available to a bank or other financial institution or bond investors or underwriters or any party in relation to a potential securitisation in connection with efforts by that Party and each Receiving or an Affiliate to obtain funds, or to document any loan to or security granted by that Party Authorised Person shall be entitled to disclose Confidential Information or an Affiliate or in connection with any bond issue or securitisation;
(i) to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where is properly and reasonably required by any adviser, auditor, consultant, expert, contractor or subcontractor who is employed or retained by (or whose employment or retention is being considered by) that Party or by the Disclosing Party is the Organisation, the Authority bank or other financial institution referred to in Article 13.5.2(h) and any Crown Body whose function requires them to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of have the Confidential Information;
4.1.2 pursuant (j) disclosed to a supplier or potential supplier of LNG that is to be unloaded into the requirements of the FOIA or the EIRsTerminal for purposes reasonably necessary for such supply;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIAk) to the extent that it the Confidential Information is permissible properly and reasonably practical for it required by any Party to do so but resolve a dispute or disputes arising in connection with the provision and/or receipt of Services at the Terminal;
(notwithstanding l) disclosed to any applicable tax authority to the extent required by a legal obligation;
(m) disclosed, subject to the consent of the other Party (such consent not to be unreasonably withheld), to the extent reasonably required to assist the settlement of the disclosing Party’s tax affairs or those of any of its shareholders or any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations person under the FOIA same control as the disclosing Party; or
(n) which the recipient Party can prove was already known to it before its receipt from the disclosing Party; provided, in the case of disclosure under Article 13.5.2(f), (g), (h), (i) or (j) above, that the recipient of such information is under a substantially equivalent obligation of confidentiality to that in Article 12.4.1 prior to such disclosure being made and the EIRsfor a period of ten (10) Years after such disclosure.
Appears in 2 contracts
Sources: Inter User Agreement, Inter User Agreement
Permitted Disclosures. 3.1 The Receiving 9.2.1. Either Party may disclose Confidential Information to those of its directorsbona fide potential investors, officerslenders and acquirors, employees, and to such Party’s consultants and professional advisers advisors, the existence and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need terms of this Agreement to receive the Confidential Information extent necessary in connection with a proposed equity or debt financing of such Party, or a proposed acquisition or business combination, and Lexicon may make such disclosures as are necessary for Lexicon to comply with its reporting obligations under the Permitted Purpose; and
3.1.2 have been informed by T1DM Funding Agreements, in each case, so long as such recipients are bound in writing to maintain the Receiving Party:
(a) confidentiality of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information such information to the Receiving extent the Party making such disclosure remains subject to the provisions of a written confidentiality agreementobligation as to such information under this Agreement.
3.2 The Receiving 9.2.2. Each Party and each Receiving Party Authorised Person shall be entitled to may disclose Confidential Information to the extent that it such disclosure is required made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Personif such disclosure is otherwise required by law, provided that Clause 4 shall apply including in order to disclosures required under the FOIA comply with applicable securities laws or regulations or the EIRs.
3.3 Before rules or regulations of any stock exchange on which securities of the Party making a such disclosure pursuant to Clause 3.2are traded; provided, however, that the Receiving receiving Party or relevant Receiving Party Authorised Person shall, if practicable, first have notified the circumstances permit:
3.3.1 notify disclosing Party of such requirement so that the Disclosing disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court may seek to quash such order or other public body orders the disclosure of the Confidential Information)to obtain a protective order for confidential treatment with respect to such disclosure; and
3.3.2 ask the court or other public body to treat provided, further, that the Confidential Information as confidentialdisclosed in response to such court or governmental order or other legal requirement shall be limited to that information which is legally required to be disclosed in response to such court or governmental order.
4.1 Where the Disclosing 9.2.3. Either Party is the Organisation, the Authority and any Crown Body to which may disclose Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for such disclosure arises if (i) reasonably necessary for the purpose of filing or prosecuting Patents as contemplated by ARTICLE 8; or (ii) is reasonably necessary in connection with regulatory filings for the examination and certification of Licensed Products in the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness Field consistent with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it such disclosure is:
11.2.1 in the reasonable opinion of the receiving Party’s (or in the event Licensor is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’s) legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 11.4)); provided, that has jurisdiction over the Receiving receiving Party (or Receiving Party Authorised Personin the event Licensor is the receiving Party, provided that Clause 4 F-star GmbH or F-star Ltd) shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
11.2.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that receiving Party (or in the Authority event Licensor is the receiving Party, by or relevant Crown Body informs the recipient Crown Body on behalf of the confidential nature of the Confidential Information;
4.1.2 pursuant F-star GmbH or F-star Ltd) or their licensees or sub-licensees to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent practicable and consistent with Applicable Law;
11.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent; provided, that it reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is permissible available;
11.2.4 made to its or its Affiliates’, (or if to Licensor, to F-star GmbH’s or F-star Ltd’s) financial and reasonably practical for it legal advisors who have a need to do so but (notwithstanding any other provision know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 11;
11.2.5 made by the receiving Party or its Affiliates (or in the event Licensor is the receiving Party, by F-star GmbH or F-star Ltd or their respective Affiliates) to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or actual investment in or acquisition of the Authority receiving Party or its Affiliates (or in the event Licensor is the receiving Party, of F-star GmbH or F-star Ltd or their respective Affiliates); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11;
11.2.6 made by Denali or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other relevant Crown Body Third Parties as may be necessary or useful in connection with the Exploitation of any mAb2, the Licensed Products, 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 responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
11.2.7 made by Licensor, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be necessary in accordance assisting with Licensor’s, F-star GmbH’s or F-star Ltd’s activities contemplated by this Agreement (including in relation to the exercise of the rights granted by Denali in Section 8.3 or otherwise in connection with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Denali substantially similar to the FOIA obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the EIRslike).
Appears in 2 contracts
Sources: License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. 3.1 The Receiving Notwithstanding anything to the contrary, a Party may disclose Confidential Information of the other Party, including, without limitation, the terms of this † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Agreement, to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 the extent such disclosure is reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
necessary: (a) of to secure patent protection for an Intellectual Property Right developed pursuant to this Agreement consistent with the confidential nature of the Confidential Informationownership provisions set forth in Section 7; and
(b) that to comply with applicable laws or regulations, the requirements of any Regulatory Agency or other regulatory or governmental authority, including, without limitation, FDA, the US Securities and Exchange Commission, the Federal Trade Commission and/or the Department of Justice, or judicial order from a court of competent jurisdiction; or (c) as necessary for Omeros to conduct pre-clinical studies, clinical trials, achieve the Overall Objective or to seek regulatory approval to market Omeros Therapeutics. Prior to making any such permitted disclosures, however, the Recipient shall give reasonable advance notice to the Disclosing Party provided with as much detail as possible in relation to the disclosure. Each Party agrees that it shall cooperate fully and in a timely manner with the other Party with respect to all such permitted disclosures, including determining what information should be released and requests for confidential treatment of Confidential Information to the Receiving of either Party subject to the provisions of included in any such disclosure where possible; provided that in no event shall a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law delay any filing or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRsrelease unreasonably hereunder.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Agreement for Antibody Development (Omeros Corp), Agreement for Antibody Development (Omeros Corp)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information belonging to those the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to the proviso below, by either Party to comply with non-patent Applicable Laws (including any securities Applicable Laws or the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if such disclosure is subject to an order of the court, or with written consent of the Disclosing Party; (ii) by Alexion or its directorsSublicensees, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information only as necessary in connection with the Permitted PurposeDevelopment, Manufacture or Commercialization of Product that use or employ Licensed Intellectual Property, including labeling requirements and disclosures in connection with obtaining Regulatory Approvals, so long as the Development, Manufacture or Commercialization of Product has been and is performed in a manner that complies with the terms and conditions of Alexion’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the confidentiality of such Confidential Information even when disclosed for such purposes; and
3.1.2 have been informed (iii) by Alexion to [***] so long as (A) such disclosure is limited to a Product development update, (B) reasonable steps are taken to maintain the Receiving Party:
confidentiality of Arbutus’ Confidential Information, (C) Alexion does not share the chemical composition of a formulation in LNPs and (D) Alexion provides Arbutus with copies of any written material provided to [***] contemporaneously with or promptly following the delivery thereof (from which Alexion may redact information that is not Arbutus’ Confidential Information); and (iv) as provided in Section 7.6 provided, however, that with respect to clause (i) where legally permissible, (a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed Receiving Party’s intent to make any disclosure sufficiently prior to making such disclosure so as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where allow the Disclosing Party is adequate time to take whatever action it may deem appropriate to protect the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any confidentiality of the Confidential Information:
4.1.1 information to another Crown Body provided that the Authority be disclosed, including seeking protective orders or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination injunctive relief, and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1(b) of the National Audit ▇▇▇ ▇▇▇▇ of the economyconsistent with Applicable Laws, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence shall have the right to suggest reasonable changes to the disclosure to protect its interests, and the disclosure is being made Receiving Party shall not unreasonably refuse to include such changes in its disclosure. Notwithstanding the foregoing, Arbutus may disclose (subject to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including binding confidentiality agreement) the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge name of the Functions Licensed Target (without disclosing the name of Public Authorities under Part 1 of the FOIAAlexion) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body required to comply with its obligations any target gatekeeping requirements under the FOIA and the EIRsany agreement with a Third Party.
Appears in 2 contracts
Sources: License Agreement (Arbutus Biopharma Corp), License Agreement (Arbutus Biopharma Corp)
Permitted Disclosures. 3.1 The Receiving Notwithstanding anything to the contrary, Seller may disclose such Confidential Information that it deems necessary or desirable to comply with any disclosure or reporting obligations set forth in the [***] Merger Agreement. In addition, each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.2.1 made by or on behalf of the receiving Party to the Governmental Entities as required in connection with any filing, application or request for Marketing Authorization; provided, however, that reasonable measures shall be taken to do so by assure confidential treatment of such information to the extent practicable and consistent with applicable law or by Law;
7.2.2.2 made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over or, if in the Receiving Party reasonable opinion of the receiving Party’s outside legal counsel, such disclosure is otherwise required by applicable law (including, for clarity, any disclosure required by applicable law on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Receiving Party Authorised Persondisclosure required by reason of filing with securities regulators, provided that Clause 4 in which case, Section 7.2.4 shall also apply to disclosures required under such disclosure); provided, however, that to the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2extent practicable and not otherwise prohibited by applicable Law, the Receiving receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash such order or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court to obtain a protective order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the Authority receiving Party; and any Crown Body to which provided further that the Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
7.2.2.3 made by or on behalf of the Confidential Information:
4.1.1 receiving Party to another Crown Body provided a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent Right; provided, however, that the Authority or relevant Crown Body informs the recipient Crown Body reasonable measures shall be taken to assure confidential treatment of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 such information, to the extent such protection is available; or
7.2.2.4 made by the need for disclosure arises for receiving Party to its or their attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, or acquirers or other Third Parties, as may be necessary or useful in connection with the purpose Exploitation of the examination Compounds, the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and certification non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the accounts of the Authority or relevant Crown Body or for any examination receiving Party pursuant to section 6(1) this Section 7.2.2 (with a duration of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency confidentiality and effectiveness with which the Authority or relevant Crown Body non-use obligations as appropriate that is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent no less than [***] years from the Organisation. The Authority shall take reasonable steps to notify the Organisation date of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsdisclosure).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Kronos Bio, Inc.), Asset Purchase Agreement (Kronos Bio, Inc.)
Permitted Disclosures. 3.1
4.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving PartyInformation:
(a) of the confidential nature of to its Representatives that need to know the Confidential Information; andInformation for the Purposes and subject to section 8.2 of this Contract, to the Commission in connection with the Complaint;
(b) that to anyone the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party agreed in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of receive the Confidential Information;
4.1.2 (c) in the case of NorthPoint, to a person entitled to such information pursuant to the requirements The Freedom of the FOIA or the EIRs;
4.1.3 Information and Protection of Privacy Act (Saskatchewan), provided that NorthPoint gives written notice to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved prior to such disclosure and an opportunity, at the Disclosing Party’s expense, to take legal steps to resist or narrow such request;
(d) in activity that may constitute a serious criminal offence and the disclosure is being made case of Manitoba Hydro, to a relevant investigating person entitled to such information pursuant to The Freedom of Information and Protection of Privacy Act (Manitoba), provided that Manitoba Hydro gives written notice to the Disclosing Party prior to such disclosure and an opportunity, at the Disclosing Party’s expense, to take legal steps to resist or enforcement authoritynarrow such request;
(e) required by any applicable laws to be disclosed, provided that: (i) prior to such disclosure, the Receiving Party gives notice to the Disclosing Party with the full particulars of the proposed disclosure; (ii) the Receiving Party only discloses such Confidential Information as it is advised by legal counsel is legally required to be disclosed; and (iii) the Receiving Party takes reasonable steps to obtain assurances that confidential treatment will be afforded to the Confidential Information disclosed.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required Receiving Party shall cause each Representative to hold Confidential Information under the FOIA same, or substantially similar, obligations of confidentiality imposed by this Contract. The Receiving Party agrees and represents that it has adopted reasonable policies and procedures to protect its own confidential and proprietary information from disclosure, and Receiving Party will protect any Confidential Information disclosed to it by the EIRs Disclosing Party with at least the same degree of care as it uses to disclose Informationprotect its own confidential and proprietary information of a similar type, including which degree of care shall in no event fail to meet industry standards. The Receiving Party shall maintain a complete and accurate list of each individual that is granted to access to the Confidential Information, without consulting or obtaining consent the reason such access was required as it relates to the Purpose. Within 5 business days of receipt of a written request from the Organisation. Disclosing Party, the Receiving Party shall provide this list to the Disclosing Party.
4.3 The Authority Receiving Party shall take reasonable steps be liable to notify the Organisation of Disclosing Party if the Disclosing Party’s Confidential Information is dealt with by the Receiving Party’s Representatives or any other person receiving Confidential Information from the Receiving Party in a Request for Information (manner that is not in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on obligations imposed upon the Discharge of the Functions of Public Authorities Receiving Party under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsContract.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Proprietary Information belonging to those of its directors, officers, employees, consultants the Disclosing Party as expressly permitted by this Agreement or if and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 to the extent such disclosure is reasonably need to receive necessary in the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyfollowing instances:
(a) made by or on behalf of the confidential nature Receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of Prosecution and Maintenance of Patents as permitted by this Agreement; provided, that neither Party shall file a patent application that discloses TGTX Technology (for disclosures by Precision) or Precision Technology (for disclosures by TGTX) without the prior written consent of the Confidential Informationother Party (such consent not to be unreasonably withheld, conditioned or delayed);
(b) made by or on behalf of the Receiving Party to Regulatory Authorities as necessary or reasonably useful in connection with any Regulatory Filings for a product that such Party has a license or right to develop in a given country or jurisdiction;
(c) made by or on behalf of the Receiving Party as may be necessary or reasonably useful for prosecuting or defending litigation as permitted by this Agreement;
(d) made by or on behalf of the Receiving Party for the purpose of complying with a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or, if in the opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law;
(e) made by or on behalf of the Receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, to the extent permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to the other Party an opportunity to review and comment, which period shall be no less than [***] (provided that if the applicable disclosure is required to be made within fewer than [***], then the receiving Party shall afford to the other Party a reasonable opportunity to review and comment consistent with such disclosure requirement), and the Receiving Party shall accept any reasonable comments so provided;
(f) made by or on behalf of Precision to Duke solely as and to the extent necessary to fulfill Precision’s reporting obligations under the Duke Agreement as of the Effective Date so long as such information is disclosed subject to the confidentiality provisions of the Duke Agreement as of the Effective Date;
(g) made by or on behalf of the Receiving Party in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, Appendices, ancillary agreements, and amendments hereto);
(h) made by the Receiving Party to its and its Affiliates’ Representatives, subcontractors, and to Sublicensees (in the case of TGTX) or licensees (in the case of Precision), in each case on a need-to-know basis (as reasonably determined by the Receiving Party) in connection with the Exploitation of the Licensed Product in the Territory, in each case under written obligations of confidentiality and non-use substantially consistent with those herein; and
(bi) that the Disclosing Party provided the Confidential Information to made by the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party potential and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law actual investors, acquirers, licensees and other financial or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises commercial partners solely for the purpose of the examination and certification of the accounts of the Authority evaluating or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functionsan actual or potential investment, acquisition, or collaboration, in each case so long as such recipients are bound by confidentiality and non-use obligations at least as stringent as those herein; and/or
4.1.4 if the Authority provided, however, that with respect to disclosure to actual or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the bona fide potential investors, such disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges under an obligation of confidentiality that public bodiesis consistent with market terms, including the Authority and other Crown Bodies, may a shorter period of time during which such information must be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisationheld confidential. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs[***].
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Precision Biosciences Inc), License Agreement (Tg Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
8.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure be disclosed pursuant to Clause 3.2Applicable Law; provided, that the Receiving receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible shall first have given prompt written notice (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent possible, at least [*] Business Days’ notice) to the need for disclosure arises for [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the purpose Securities and Exchange Commission pursuant to Rule 406 of the examination Securities Act of 1933, as amended. disclosing Party and certification given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
8.3.2 made by or on behalf of the accounts of receiving Party to the Authority Regulatory Authorities as required in connection with any filing, application or relevant Crown Body or request for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and reasonably practical for it consistent with Applicable Law;
8.3.3 made by or on behalf of the receiving Party to do so but (notwithstanding any other provision in this Agreement) the Authority a court, governmental agency, national or regional patent office or other relevant Crown Body shall appropriate body that has competent jurisdiction, as may be responsible reasonably necessary or useful for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the FOIA terms of this Agreement, including any Patent filings by AbbVie or Licensor; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the EIRs.extent such protection is available;
4.3 The Organisation 8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall provide all remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;
8.3.5 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary assistance or useful in connection with the Exploitation of the Licensed Compound, the Licensed Products, 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 cooperation non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8;
8.3.6 made by Licensor or its Affiliates during the Research Period to the Subcontractors listed on Schedule 3.4 or any subsequent subcontractors approved by AbbVie as reasonably requested by the Authority may be necessary or relevant Crown Body to enable the Authority or relevant Crown Body to comply useful in connection with Licensors performance of its obligations under the FOIA Research Plan; or
8.3.7 made by either Party to potential or actual acquirers or assignees, investment bankers, investors and lenders; provided, that such Information disclosed shall be limited to the EIRsterms and conditions of this Agreement and such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8 (other than with respect to the time period of such obligations of confidentiality and non-use that would apply to potential or actual investment bankers, investors or lenders (which shall however be for a period of at least [*])). [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Appears in 2 contracts
Sources: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)
Permitted Disclosures. 3.1 The (i) In the event that Receiving Party may disclose Confidential Information to those or its Affiliates or any of its directorsor its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), officerslegal process, employeesor the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, consultants and professional advisers and auditors (each a “administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information shall promptly, and, in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) any event, use reasonable efforts to, promptly upon learning of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information such requirement, to the extent that it is required to do so permitted by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised PersonApplicable Law, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if possible before the court Disclosing Party seeks such an order or other public body orders remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the disclosure view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information); and
3.3.2 ask Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the court or other public body case may be, are compelled to treat disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information as confidential.
4.1 Where the that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information:.
4.1.1 (ii) Notwithstanding anything herein to another Crown Body the contrary, nothing in this Section 6.1 shall be construed to restrict Receiving Party from disclosing Confidential Information to Receiving Party’s Affiliates, Representatives, existing or prospective lenders, acquirors, investors, partners, assignees and other sources of funding, including underwriters, debt financing or co-investors, or direct or indirect beneficial owners, or limited partners, and the Representatives of the foregoing, provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested agrees to be bound by the Authority provisions of this Section 6.1 or relevant Crown Body are otherwise subject to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsreasonable restrictions of confidentiality.
Appears in 2 contracts
Sources: Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.), Payment Interest Purchase Agreement (XOMA Corp)
Permitted Disclosures. 3.1 The Receiving Party CFF may disclose Confidential Information disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whoit by Sling to the extent that such disclosure by CFF is:
3.1.1 4.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of CFF’s legal counsel, such disclosure is otherwise required by Applicable Law or the requirements of a national securities exchange or other similar regulatory body; provided that CFF shall give Sling prior written notice of such disclosure, to the extent reasonably need practicable and legally permitted, CFF shall give Sling a reasonable opportunity to receive 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 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 shall be limited to the information that is legally required to be disclosed in response to such court or governmental order;
4.2.2. made by or on behalf of CFF to a Third Party in connection with the Permitted Purposeexercise of its rights or performance of its obligation under this Agreement, provided that each such Third Party signs an agreement that contains obligations (or in the case of an attorney is bound by legally enforceable ethical obligations) with respect to the Confidential Information of Sling that are materially equivalent to CFF’s obligations hereunder (except that the obligations under such agreement may terminate [***] after disclosure of the relevant information); andor
3.1.2 have been informed 4.2.3. made by the Receiving Party:
or on behalf of (1) CFF to actual or prospective investors in connection with a Monetization (and to its and their respective officers, directors, employees, agents Affiliates, representatives and financing sources); provided that (a) each such Third Party (i) shall be informed of the confidential nature of the Confidential Information; and
Information so disclosed and (bii) signs an agreement that contains obligations (or in the Disclosing Party provided case of an attorney is bound by legally enforceable ethical obligations) with respect to the Confidential Information that are materially equivalent to CFF’s obligations hereunder (except that the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required obligations under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the such agreement may terminate [***] after disclosure of the Confidential Informationrelevant information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Payment Agreement (Sionna Therapeutics, Inc.), Payment Agreement (Sionna Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
6.2.1. made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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. governmental or regulatory body that has of competent jurisdiction over or, if in the Receiving Party or Receiving Party Authorised Personreasonable opinion of the receiving Party’s legal counsel, provided that Clause 4 shall apply such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that, to disclosures required the extent practicable under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2circumstances, the Receiving receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court to obtain a protective order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
6.2.2. made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority receiving Party in connection with prosecuting or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 defending litigation; provided, however, that, to the extent practicable under the need for disclosure arises circumstances, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to obtain a protective order requiring that the Confidential Information and documents that are the subject of such litigation be held in confidence by the Persons prosecuting or defending such litigation or, if disclosed, be used only for the purpose purposes in connection with such litigation;
6.2.3. made by or on behalf of the examination and certification of receiving Party to the accounts of the Authority Regulatory Authorities as required in connection with any filing, application or relevant Crown Body or request for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being Regulatory Approval made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance consistent with the Secretary terms and conditions of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent practicable and consistent with Applicable Law;
6.2.4. made by or on behalf of the receiving Party to a patent authority as required for purposes of obtaining or enforcing a Patent as permitted by this Agreement; provided, however, that it reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is permissible available;
6.2.5. made by the receiving Party to its Affiliates or potential future or actual sublicensees (including Sublicensees) or distributors, or by the receiving Party or its Affiliates, sublicensees (including Sublicensees) or distributors to Third Parties, in each case, as may be necessary or useful in connection with the Exploitation of any Licensed Compound or Licensed Product as contemplated by this Agreement, in the case of Licensee, or the Exploitation of the AstraZeneca Product, in the case of MedImmune or its Affiliate, including subcontracting or sublicensing transactions in connection therewith; provided, however, that such disclosures are made under obligations of confidentiality and reasonably practical for it non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure); *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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.
6.2.6. made by or on behalf of the receiving Party to [***], consultants of such receiving Party, or other Third Party service providers performing activities on behalf of such receiving Party hereunder or in connection herewith; provided, however, that (a) such disclosure shall be limited to only that Confidential Information required to enable such Third Party to perform the applicable activities and (b) such Third Party shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure); provided, further, that if either Party seeks to disclose the terms of this Agreement to [***] or other consultants or Third Party service providers, the Party seeking to disclose this Agreement must obtain the other Party’s prior written consent before disclosing this Agreement (such consent not to be unreasonably withheld, delayed or conditioned); or
6.2.7. made by or on behalf of the receiving Party to potential or actual investors, investment bankers, lenders or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, loan, financing or acquisition; provided, however, that such persons shall be subject to reasonable obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6, with a duration of confidentiality and non-use obligations that is no less than five (5) years from the date of disclosure; provided, further, that: (a) upon the written request of either Party, the Parties shall, within [***] of such request, mutually agree in good faith on a redacted version of this Agreement that may be provided by a Party to a bona fide potential investor, acquirer or divestment partner, such agreement not to be unreasonably withheld, delayed or conditioned, and such redactions not to be so extensive that they do so but not permit a potential investor, acquirer or divestment partner to gain a reasonable understanding of the relationship established by this Agreement or to conduct reasonable due diligence regarding this Agreement (notwithstanding such redacted version, the “Redacted Agreement”), and such Party shall have the right to provide any such bona fide potential investor, acquirer or divestment partner with the Redacted Agreement or a summary thereof; and (b) if a Party seeks to disclose any terms of this Agreement that were redacted from the Redacted Agreement to potential investors, acquirers or divestment partners, the Party seeking to disclose such terms must obtain the other Party’s prior written consent before disclosing such terms (such consent not to be unreasonably withheld, delayed or conditioned). In no event shall the Party seeking to disclose Confidential Information of the other Party or the terms of this Agreement to a potential investor, acquirer or divestment partner be required to disclose the identity of such potential investor, acquirer or divestment partner to the other Party. Notwithstanding the foregoing, Licensee shall not, without MedImmune’s prior written consent, which may be withheld in MedImmune’s sole discretion, disclose any AstraZeneca Product Know-How (other than AstraZeneca Product Know-How that is or becomes part of the public domain by public use, public general knowledge or the like through no breach of this Agreement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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. by Licensee or any of its Affiliates or its or their Sublicensees) or any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or specifically relating to the AstraZeneca Product, any other Information is exempt from disclosure AstraZeneca Product Improvement or AstraZeneca Product Patents, except in accordance each case to the extent provided in Section 6.2.1 or, with the FOIA or the EIRsrespect to actual Sublicensees but not with respect to potential future sublicensees, Section 6.2.5.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (PhaseBio Pharmaceuticals Inc), License Agreement (PhaseBio Pharmaceuticals Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information Notwithstanding the foregoing, Section 11.13(i) shall not apply to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party, (d) disclosures of Confidential Information by a Party to its current or bona fide prospective investors, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information; and
Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 11.13, (be) that the Disclosing Party provided the disclosures of Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law bona fide purchaser or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing transferee of the proposed disclosure as soon as possible (and if possible before Shares held by the court Investors where such purchaser or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party transferee is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body informed of the confidential nature of the Confidential Information;
4.1.2 pursuant Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 11.13, (f) disclosures of Confidential Information if such disclosure is approved in writing by the requirements other Parties hereto, and (g) disclosures of the FOIA or the EIRs;
4.1.3 Confidential Information to the extent required pursuant to applicable Law (including the need for applicable rules of any stock exchange), in which case the party required to make such disclosure arises for (the purpose “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the examination and certification of the accounts of the Authority other Parties, seek a protective order, confidential treatment or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economyother appropriate remedy. In such event, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity shall furnish only that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge portion of the Functions of Public Authorities under Part 1 of the FOIA) information which is legally required to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsdisclosed.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Shareholder Agreements, Shareholder Agreements (LightInTheBox Holding Co., Ltd.)
Permitted Disclosures. 3.1 The Receiving receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving disclosing Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent that it is such disclosure is:
9.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.5)); provided, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Personshall first have given CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible AS AMENDED. prompt written notice (and if possible before to the court extent possible, at least […***…] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
9.3.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the EIRsreceiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Compound, the Licensed Products, 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 non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors);
9.3.6 made by Ablynx or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Ablynx’s activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Ablynx pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] from the date of disclosure); or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
4.3 The Organisation shall provide all necessary assistance and cooperation 9.3.7 as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsprovided for in Section 10.2.18.
Appears in 2 contracts
Sources: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
(a) in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to Applicable Law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction (including by reason of filing with securities regulators or rules of a securities exchange, but subject to Section 6.4); provided, that has jurisdiction over the Receiving receiving Party or Receiving shall first have given prompt written notice (and to the extent reasonably possible, at least five (5) Business Days’ notice) to the disclosing Party Authorised Person, provided that Clause 4 shall apply to disclosures required under and given the FOIA or the EIRs.
3.3 Before making disclosing Party a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallreasonable opportunity, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible reasonably possible, to take whatever action it deems necessary to protect its Confidential Information (and if possible before the court for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat seek confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by legal counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
(b) made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economyMarketing Authorization, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (all in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and reasonably practical for it consistent with Applicable Law;
(c) made to do so but (notwithstanding any other provision its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement) ; provided, that the Authority or other relevant Crown Body receiving Party shall be responsible for determining in its absolute discretion whether any failure by such financial and legal advisors, to treat such Confidential Information and/or any as required under this Article 6;
(d) made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6; and
(e) made by the receiving Party to its advisors, consultants, vendors, Third Party Providers or other Information is exempt from disclosure Third Parties as may be necessary in accordance connection with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the FOIA obligations of confidentiality and non-use of the EIRsreceiving Party pursuant to this Article 6.
Appears in 2 contracts
Sources: Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc), Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc)
Permitted Disclosures. 3.1 The Receiving Notwithstanding Section 15.1, each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
(a) made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify the Disclosing Party in writing reasonable opinion of the proposed receiving Party’s legal counsel, such disclosure as soon as possible (is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to the disclosing Party and if possible before given the court disclosing Party a reasonable opportunity to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of the FOIA or the EIRs;
4.1.3 such information, to the extent the need for disclosure arises for the purpose such protection is available;
(c) made by or on behalf of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, patent authority as may be required under the FOIA reasonably necessary or the EIRs useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to disclose Informationassure confidential treatment of such information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it such protection is permissible and reasonably practical for it available; or
(d) made by the receiving Party or its Affiliates or licensees or sublicensees to do so but (notwithstanding any other provision its or their attorneys, auditors, advisors, consultants or Contracting Third Party as may be necessary or useful in connection with the Development, Manufacturing or Commercialization of the New Collaboration Compounds or the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement) the Authority , or other relevant Crown Body to potential or actual investors or acquirors as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Persons shall be responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 15 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than [***] years from disclosure in accordance with the FOIA or the EIRsdate of disclosure).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc)
Permitted Disclosures. 3.1 The Receiving Notwithstanding the provisions of Section 9.1, each Party may disclose Confidential Information belonging to those of its 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 Patents as permitted by this Agreement;
(b) prosecuting or defending litigation as permitted by this Agreement;
(c) complying with applicable court orders or governmental regulations;
(d) to receiving Party’s directors, officers, employees, consultants consultants, advisors and professional advisers agents, and auditors (each a “Receiving with respect to Teva, any contract sales organization it engages to promote the Product, as may be reasonably necessary or appropriate for the receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Informationsatisfy its obligations under this Agreement; and
(be) disclosure to Third Parties in connection with due diligence or similar investigations by or on behalf of a Third Party in connection with a potential license to, distribution agreement with or collaboration with such Third Party (including entry into any such agreement), or a potential merger or acquisition by such Third Party, 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 similar terms of confidentiality and non-use at least as stringent as those set forth in this Article 9. Notwithstanding the Disclosing foregoing, in the event a Party provided is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(b) or 9.3(c), it shall, except where impracticable, give reasonable advance notice to the Receiving other Party of such disclosure and use 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; provided, however, that any Confidential Information so disclosed shall still be subject to the provisions restrictions on use set forth in this Article 9. In any event, the Parties agree to take all reasonable action to avoid disclosure of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to hereunder. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure Securities and Exchange Commission pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing Rule 24b-2 of the proposed disclosure Securities Exchange Act of 1934, as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialamended.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License and Supply Agreement (Alexza Pharmaceuticals Inc.), License and Supply Agreement (Alexza Pharmaceuticals Inc.)
Permitted Disclosures. 3.1 The Receiving receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving disclosing Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent that it is such disclosure is:
9.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction (including by reason of filing with securities regulators, but subject to Section 9.5); provided, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least […***…] ([…***…]) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
9.3.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the performance of Discovery Activities or the EIRsExploitation of the Molecules and Products, 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 non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure);
9.3.6 made by Galapagos or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with Galapagos’ activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure); or
9.3.7 made by either Party to Third Parties as necessary and reasonable in connection with the exercise of its rights under the last sentence of Section 7.1.1; provided, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure).
4.3 The Organisation 9.3.8 Section 9.3.5 shall provide all necessary assistance apply mutatis mutandis to Galapagos with respect to Confidential Information of AbbVie solely to the extent applicable to a Product being developed and cooperation commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsapplicable.
Appears in 2 contracts
Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personof competent jurisdiction, including by reason of filing with securities regulators; provided that Clause 4 the receiving Party shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least [***] days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
7.3.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and consistent with Applicable Law;
7.3.3 made by or on behalf of the receiving Party to a Patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the EIRs.receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7;
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested 7.3.5 made by the Authority receiving Party or relevant Crown Body its Affiliates or Sublicensees to enable its or their (a) advisors, consultants, vendors, service providers, or contractors, (b) existing or prospective collaboration partners, licensees, or sublicensees, or (c) in connection with the Authority or relevant Crown Body to comply with 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 non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 7 (with a duration of confidentiality and non-use obligations that is commercially reasonable, but no less than [***] years);
7.3.6 made by the receiving Party or its Affiliates or Sublicensees to its or their potential or actual investors, financing sources or acquirers as may be necessary or useful in connection with their evaluation of such potential or actual investment, financing or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 7 (with a duration of confidentiality and non-use obligations that is commercially reasonable); or
7.3.7 if the disclosing Party is AbbVie, such disclosure, whether to Galapagos or any Third Party, is required for compliance with the terms and conditions of the Galapagos Agreement, subject to the confidentiality and non-use terms under the FOIA and the EIRsGalapagos Agreement.
Appears in 2 contracts
Sources: License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
11.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 11.4); provided, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible unless otherwise prohibited, first have given advanced written notice (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent possible, at least [***] Business Days’ notice) to the need for disclosure arises for disclosing Party and (other than with regard to disclosures to securities regulators or to comply with applicable securities law, which disclosures are covered in Section 11.4) give the purpose disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no such protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
11.2.2 made by or on behalf of the examination and certification of receiving Party to the accounts of the Authority Regulatory Authorities in connection with any filing, application or relevant Crown Body or request for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
11.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of preparing, obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
11.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, substantially similar to the EIRs.
4.3 The Organisation shall provide all necessary assistance obligations of confidentiality and cooperation as reasonably requested by non-use of the Authority or relevant Crown Body receiving Party pursuant to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.this Article 11;
Appears in 2 contracts
Sources: Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. 3.1 The Each Receiving Party may disclose Confidential Information disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “it by the Disclosing Party to the extent that such disclosure by the Receiving Party Authorised Person”) whois:
3.1.1 reasonably need 9.2.1. necessary to receive comply with Applicable Law including disclosure that a Party is compelled to make in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction (including prosecution or defense of litigation) if, in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance with Applicable Law; provided that the Receiving Party shall first have given notice, to the extent legally permitted, 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 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, then the Confidential Information disclosed in response to such court or governmental order shall be limited to the information that is legally required to be disclosed in response to such court or governmental order;
9.2.2. necessary to comply with the rules and regulations of the U.S. Securities and Exchange Commission (or any securities exchange in any jurisdiction in the Territory) applicable to a Party (each, a “Securities Regulator”), which disclosure is, in the reasonable opinion of the Receiving Party’s counsel, necessary for compliance with the requirements of such securities exchange, and, in connection therewith, each Party acknowledges and agrees that the other Party may submit this Agreement to, or file this Agreement with, the such Securities Regulators, provided that if a Party intends to submit this Agreement to, or intends to file this Agreement with, any Securities Regulator, such Party agrees to engage in a reasonable consultation, on not less than [***] advance notice (further provided that such advance notice shall be [***] during the months of August and December), with the other Party with respect to the preparation and submission of a confidential treatment request for this Agreement or other Confidential Information related to this Agreement to be disclosed to such Securities Regulator;
9.2.3. made by the Receiving Party to a Regulatory Authority as required in connection with the Permitted Purpose; andany filing, application or request for Market Approval;
3.1.2 have been informed 9.2.4. made by the Receiving Party to file or prosecute Patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement;
9.2.5. made by the Receiving Party to actual or prospective investors, acquirers, merger candidates, or, with respect to Sanofi as the Receiving Party:
, investors in connection with a Monetization (and to its and their respective Affiliates, representatives and financing sources); provided that (a) each such Third Party signs an agreement that contains obligations of confidentiality that are substantially similar to the Receiving Party’s obligations hereunder (except that the obligations under such agreement may terminate [***] after disclosure of the relevant information), and (b) each such Third Party to whom information is disclosed shall (i) be informed of the confidential nature of the Confidential Information; and
Information so disclosed and (bii) that the Disclosing Party provided the agree to hold such Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreementterms thereof.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (Khosla Ventures Acquisition Co.), License Agreement (Khosla Ventures Acquisition Co.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information belonging to those the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to the proviso below, by either Party hereto, in order to comply with non-patent Applicable Law (including any securities Applicable Law or the rules of its directorsa securities exchange in a relevant jurisdiction) and with judicial process, officersif based on the reasonable advice of the Receiving Party’s counsel, employeessuch disclosure is necessary for such compliance; (ii) subject to the proviso below, consultants and professional advisers and auditors (each a “Receiving by either Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information hereto, in connection with prosecuting or defending litigation; and (iii) subject to the Permitted Purposeproviso below, by Dicerna, its Sublicensees, or their sublicensees in connection with any legal or regulatory requirements related to the Development, Manufacture or Commercialization of Product that use or employ Licensed Intellectual Property, such as labeling requirements, disclosures in connection with obtaining Regulatory Approvals, and the like, so long as the Development, Manufacture or Commercialization of Product has been and is performed in a manner that complies with the terms and conditions of Dicerna’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the confidentiality of said Confidential Information even when disclosed for legal or regulatory purposes; and
3.1.2 have been informed by the Receiving Party:
provided, however, that with respect to clause (i), (ii) and (iii) where legally permissible, (a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where allow the Disclosing Party is adequate time to take whatever action it may deem appropriate to protect the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any confidentiality of the Confidential Information:
4.1.1 information to another Crown Body provided that the Authority be disclosed, including seeking protective orders or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination injunctive relief, and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1(b) of the National Audit ▇▇▇ ▇▇▇▇ of the economyconsistent with Applicable Law, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence shall have the right to suggest reasonable changes to the disclosure to protect its interests, and the disclosure is being made Receiving Party shall not unreasonably refuse to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining include such changes in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsdisclosure.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 2 contracts
Sources: License Agreement (TEKMIRA PHARMACEUTICALS Corp), License Agreement (Dicerna Pharmaceuticals Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information of the Disclosing Party to those the extent that such disclosure is:
8.2.1 made in response to a valid order of its directorsa court of competent jurisdiction or other governmental authority of competent jurisdiction or, officersif in the reasonable opinion of the Receiving Party’s legal counsel, employeessuch disclosure is otherwise required by Applicable Law; provided, consultants and professional advisers and auditors (each a “however, that the Receiving Party Authorised Person”shall first have given notice to the Disclosing Party (to the extent permitted by Applicable Law) who:
3.1.1 reasonably need and given the Disclosing Party a reasonable opportunity to receive 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 order be held in confidence by such court or body or, if disclosed, be used only for the purposes for which the order was issued;
8.2.2 reasonably necessary in connection with any submission to or other communication with any Regulatory Authority, institutional review board or ethics committee relating to the Gilead Arm, the Combination Therapy or the Receiving Party’s Compound (other than for the Restricted Purpose); provided, however, that the Receiving Party shall take reasonable measures to assure confidential treatment of such information, to the extent such protection is available;
8.2.3 made pursuant to (a) a public announcement concerning the existence or terms of this Agreement that is made in accordance with Section 8.3 or (b) a publication or public presentation of Clinical Data or Sample Analysis Results that is published or presented in accordance with Section 10.2;
8.2.4 subject to the Disclosing Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, to a patent authority for purposes of filing or prosecuting Project Patents in a manner consistent with Section 9.2;
8.2.5 to (a) any Affiliate of the Receiving Party or any of its or their employees or contractors, (b) any Gilead Arm sites or investigators, or (c) with the Disclosing Party’s prior written consent (provided, however, that after the first publication of Clinical Data within Joint Project IP in accordance with Section 10.2, such prior written consent shall not be required for disclosure under this clause (c) of Confidential Information of the Disclosing Party consisting of Clinical Data within Joint Project IP (for clarity, even if such Clinical Data was not included in such first publication)), any actual [***] 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. or prospective licensor, licensee or other collaborator of the Receiving Party or any of its Affiliates in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) evaluation of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court performance under any agreement or other public body that has jurisdiction over potential agreement between the Receiving Party or Receiving Party Authorised Personits applicable Affiliate and such actual or prospective licensor, provided licensee or other collaborator; provided, however, that Clause 4 in each case ((a), (b) and (c)), (i) without limiting clause (ii) below, such Persons shall apply be subject to disclosures required under obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, obligations of confidentiality and non-use of the Receiving Party or relevant under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify shall be responsible to the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court for any unauthorized use or other public body orders the disclosure of the such Confidential Information)Information by any such Person; and
3.3.2 ask 8.2.6 to any actual or prospective underwriter, investor, lender, merger partner or acquirer of the court Receiving Party, as reasonably necessary in connection with any actual or other public body potential investment, merger or acquisition transaction; provided, however, that (i) without limiting clause (ii) below, such Persons shall be subject to treat the obligations of confidentiality and non-use with respect to such Confidential Information as confidential.
4.1 Where that are substantially similar to the obligations of confidentiality and non-use of the Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party shall be responsible to the Disclosing Party is the Organisation, the Authority and for any Crown Body to which unauthorized use or disclosure of such Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose by any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authoritysuch Person.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Clinical Study Collaboration and Supply Agreement (IDEAYA Biosciences, Inc.)
Permitted Disclosures. 3.1 The In addition to the exceptions contained in Section 9.2 (Non-Disclosure and Non-Use Obligation), the Receiving Party may disclose Confidential Information of the Disclosing Party to those of its directors, officers, employees, consultants the extent (and professional advisers and auditors (each a “Receiving Party Authorised Person”solely to the extent) whothat such disclosure is reasonably necessary in the following instances:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
9.4.1. (a) the Prosecution and Maintenance of the confidential nature of the Confidential InformationPatent Rights as contemplated under Article 12 (Intellectual Property); and
or (b) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Licensed Product; provided that the Disclosing Party provided the Confidential Information to the Receiving Party subject will take all reasonable measures to ensure the provisions confidential treatment of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose such Confidential Information to the extent permitted under applicable Law;
9.4.2. to actual or bona fide potential [***], solely for the purpose of evaluating or carrying out an actual or potential [***]; provided that, in each such case, (a) such Persons are bound by obligations of confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement or otherwise customary for such type and scope of disclosure, (b) any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed, and (c) that it the term of such confidentiality obligation must be consistent with industry standards;
9.4.3. if required by Law, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange, in which case the terms of such disclosures will be governed by Section 9.5 (Confidential Treatment);
9.4.4. to prosecute or defend litigation so long as there is [***] prior written notice given by the Receiving Party before filing, and to enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement; provided that the Party seeking to disclose the Confidential Information of the other Party: (a) use reasonable efforts to inform the other Party prior to making any such disclosures and reasonably cooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction), and (b) whenever possible, request confidential treatment of such information in accordance with Section 9.5 (Confidential Treatment); and
9.4.5. to any Third Party to the extent a Party is required to do so by applicable law or by order pursuant to the terms and conditions of a court or an in-license agreement with such Third Party relating to the intellectual property rights sublicensed to the other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personhereunder, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving any such Third Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the receiving Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any are bound by obligations of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.confidentiality,
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is: 7.
2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to Applicable Law or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving Party or Receiving Party Authorised Personreceiving Party, provided that Clause 4 to the extent practicable and legally permissible, shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidentialand documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed; 7.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any 2.2 made by or on behalf of the Confidential Information:
4.1.1 receiving Party to another Crown Body provided that the Authority Regulatory Authorities as required in connection with any filing, application or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and reasonably practical consistent with Applicable Law; 35 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for it portions of this exhibit. The copy filed herewith omits certain information subject to do so but (notwithstanding any other provision in the confidentiality request. Omissions are designated as “****”. A complete version of this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance exhibit has been filed separately with the FOIA or the EIRsSecurities and Exchange Commission.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: License Agreement
Permitted Disclosures. 3.1 The Each Receiving Party may disclose Confidential Information disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving it by the Disclosing Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed extent that such disclosure by the Receiving PartyParty is:
(a) made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction (including any Regulatory Authorities) 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 securities regulators; 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 or to obtain a protective order or confidential nature of treatment order requiring that the Confidential InformationInformation and documents that are the subject of such order or are required by Applicable Law to be disclosed, as applicable, be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued or the disclosure was required by Applicable Law, as applicable; andand provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order or by such Applicable Law;
(b) made by the Receiving Party to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval; provided, that reasonable measures shall be taken to obtain confidential treatment of such information;
(c) made by the Disclosing Receiving Party provided as necessary to file or prosecute Patent applications pursuant to Section 9.2.1 or Section 9.2.2, as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement; provided, that reasonable measures shall be taken to obtain confidential treatment of such information; or
(d) made by the Confidential Information Receiving Party to actual or prospective acquirers or merger candidates (and to its and their respective Affiliates or representatives); provided, that each such Third Party signs an agreement that contains obligations that are substantially similar to the Receiving Party subject to Party’s obligations hereunder (except that the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required obligations under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible such agreement may terminate five (and if possible before the court or other public body orders the 5) years after disclosure of the Confidential Informationrelevant information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving restrictions set forth in this Article V shall not prevent either Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors from (each a “Receiving Party Authorised Person”i) who:
3.1.1 reasonably need to receive the disclosing Confidential Information in connection with preparing, filing, prosecuting or maintaining the Permitted Purpose; and
3.1.2 have been informed Licensed Intellectual Property in accordance with Article IV, (ii) disclosing Confidential Information to governmental agencies to the extent required by applicable Laws or desirable to obtain a Regulatory Approval, (iii) disclosing Confidential Information to potential private financial institution investors (under a confidentiality agreement at least as restrictive as the provisions of this Article V) in connection with fundraising activities, (iv) disclosing Confidential Information to underwriters and financial advisors (under an obligation of confidentiality at least as restrictive as the provisions of this Article V) in connection with the public offering of securities, (v) disclosing Confidential Information that is reasonably determined is required to be disclosed by the Receiving Party:
Party pursuant to a judicial or governmental order, or to public investors or governmental agencies (ato comply with applicable securities or other laws) in connection with the public offering of securities or (vi) disclosing Confidential Information as required pursuant to the confidential nature exercise by each Party of its rights granted to it under this Agreement or its retained rights (under an obligation of confidentiality at least as restrictive as the provisions of this Article V), provided that in the cases of (i), (ii) and (v) above, the Party disclosing Confidential Information; and
(b) that Information of the Disclosing Party provided the Confidential Information shall use all reasonable efforts to provide prior written notice of such disclosure to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Disclosing Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information take reasonable and lawful actions to the extent that it is required avoid or limit such disclosure (such as seeking a protective order) or to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify assist the Disclosing Party in writing avoiding or limiting such disclosure. The existence and terms of this Agreement, the Services Agreement and the Transition Services Agreement shall constitute Confidential Information of both Parties, provided, however, that each Party may disclose the existence and terms of such agreements to (i) [***], (ii) to its attorneys and advisors with a need to know, (iii) potential acquirers in connection with a potential change of control or sale of all or substantially all of the proposed assets to which this Agreement relates (provided that such disclosure is limited solely to principal financial terms disclosed to potential acquirers’ financial advisers and otherwise solely to potential acquirers counsel on an “attorneys only” basis) as soon part of their due diligence investigation, (iv) to potential financial institutional investors or lenders of such Party, as possible a part of their due diligence investigations, and (and if possible before v) subject to the court or other public body orders the disclosure foregoing, to Assignees, provided, that in each of the Confidential Information); and
3.3.2 ask foregoing cases referenced in clauses (i)-(v) above, such disclosure is made under an agreement to keep the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisationterms of this Agreement, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence Services Agreement and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including Transition Services Agreement confidential under an obligation of confidentiality at least as restrictive as the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation provisions of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.Article V.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose the Confidential Information of the other Party that is received in connection with this Agreement to the extent that such disclosure is:
10.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 10.5 (Agreement Redactions)); provided that the receiving Party will first have given prompt written notice (and to the extent possible, at least [**] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, 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 order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party will furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information to those the extent practicable and consistent with Applicable Law;
10.2.3 made by or on behalf of the receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information, to the extent practicable and consistent with Applicable Law;
10.2.4 made by the receiving Party to: (a) its directorsBoard of Directors, officers, employees, consultants accountants and professional advisers and auditors (each legal advisors who have a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive know the disclosing Party’s Confidential Information, (b) its Affiliates who have a need to know the disclosing Party’s Confidential Information, however never to any Affiliates who control a [**] Competing Product or [**] Competing Product and always conforming with the exclusivity obligations under Section 4.4 (Exclusivity) of this Agreement or (c) its or their consultants, advisors, Sublicensees or Contractors who have a need to know the disclosing Party’s Confidential Information in connection with the Permitted Purposeresearch, Development, Manufacture, Commercialization, use or other Exploitation of Compounds, Products or Diagnostic Products; andprovided that such Persons will be subject to obligations of confidentiality and non-use with respect to such Confidential Information at least as protective to the disclosing Party as the obligations of confidentiality and non-use of the receiving Party pursuant to this Agreement;
3.1.2 have been informed 10.2.5 made by the Receiving Party:
receiving Party to its actual investors, bankers, financial advisors, lenders or financing sources (aand their respective attorneys and professional advisors) on a need to know basis, each of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information whom prior to the Receiving Party disclosure must be subject to the provisions appropriate obligations of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled non-use equivalent in scope and time to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, those set forth in this Agreement; provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2this Section 10.2.5 is limited to (a) a high-level status overview of and projections for the research, Development, Manufacturing or Commercialization of Compounds and Products, and the actual and projected financial payments to and from Epizyme with respect thereto, and, for clarity, does not include chemical structures, chemical names and molecular weights of Compounds and (b) the terms of this Agreement, but excluding the terms of the Research Plan, Joint Development Plan and Budget, Joint Commercialization Plan and Budget, the Receiving Party SoLO Criteria or relevant Receiving Party Authorised Person shallSoD Criteria, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible unless such investors, bankers, financial advisors, lenders or financing sources (or their respective attorneys and if possible before the court or other public body orders the professional advisors) request disclosure of such terms, in which case, such terms shall be disclosed only after suitable redactions have been made and have been agreed to by BII, such agreement not to be unreasonably withheld;
10.2.6 made by the Confidential Information)receiving Party to its bona fide prospective investors, acquirers, lenders or financing sources on a need to know basis in connection with any transaction, each of whom prior to disclosure must be subject to appropriate obligations of confidentiality and non-use equivalent in scope and time to those set forth in this Agreement; and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 a disclosure pursuant to the requirements this Section 10.2.6 is limited to (a) a high-level status overview of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises and projections for the purpose research, Development, Manufacturing or Commercialization of the examination Compounds and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economyProducts, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made actual and projected financial payments to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodiesand from Epizyme with respect thereto, including the Authority and, for clarity, does not include chemical structures, chemical names and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation molecular weights of a Request for Information Compounds and (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIAb) to the extent that it is permissible and reasonably practical necessary for it to do so but (notwithstanding any other provision in the relevant transaction, the terms of this Agreement) , but excluding the Authority terms of the Research Plan, Joint Development Plan and Budget, Joint Commercialization Plan and Budget, the SoLO Criteria or other relevant Crown Body SoD Criteria, unless such prospective investors, acquirers, lenders or financing sources request disclosure of such terms, in which case, such terms shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.disclosed only after suitable redactions have been made and have been agreed to by BII, such agreement not to be unreasonably withheld; and
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested 10.2.7 made by the Authority or relevant Crown Body receiving Party to enable the Authority or relevant Crown Body extent mutually agreed to comply with its obligations under in writing by the FOIA and the EIRsParties.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
11.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public body competent authority; provided, however, that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply first have given notice to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of and given the proposed disclosure as soon as possible (and if possible before the court Disclosing Party a reasonable opportunity to quash any such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat obtain a protective order requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further that if such order is the Organisationnot quashed or a protective order is not obtained, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order;
11.2.2 made by Adaptimmune or its Affiliates or its licensees to a Governmental Authority as may be necessary or useful in connection with Clause 4.1.1any filing, application or request for a Regulatory Approval and or pricing or reimbursement approval, pre- and post-approval marketing authorisations (including any prerequisite manufacturing approval or authorisation related thereto), labelling approval and technical, medical and scientific licenses; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
11.2.3 made by a Party to a patent authority as may disclose be necessary or useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Sections 8 and 9); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
11.2.4 otherwise required by Applicable Law or by stock exchange or other financial authority requirement;
11.2.5 made by Adaptimmune or its Affiliates or its licensees to Third Parties as may be necessary or useful in connection with the Exploitation of Products, including subcontracting or sublicensing transactions in connection therewith and in each case subject to such Third Parties, where reasonably possible, agreeing confidentiality obligations substantially equivalent to those set out in this Agreement ; or
11.2.6 made by Universal or its Affiliates to actual or prospective investors or acquirers to the extent necessary for the purposes of such investment or acquisition and provided that in each such case investors or acquirers are subject to written obligations of confidentiality substantially equivalent to those set out in this Agreement. Notwithstanding the foregoing, in the event that Adaptimmune or any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority its Affiliates is required by Applicable Law or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA a national securities exchange or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs another similar regulatory body to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) , in whole or in part, the Authority or other relevant Crown Body Parties shall be responsible for determining in its absolute discretion whether any reasonably agree on a redacted version of this Agreement as necessary to protect the Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsof Universal prior to making such disclosure.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Research Collaboration and License Agreement (Adaptimmune Therapeutics PLC)
Permitted Disclosures. 3.1 (a) The Receiving restrictions set forth in this Article 10 shall not prohibit the receiving Party from disclosing or using (as specified below) any Confidential Information of the disclosing Party (i) that the receiving Party is required to disclose under Applicable Laws, a court order or other governmental order, or the rules and regulations of the Securities and Exchange Commission (“SEC”) or any national securities exchange, (ii) that the receiving Party needs to disclose or use to file, prosecute or enforce any Licensed Patents or Joint Patents, or (iii) that the receiving Party needs to disclose or use for purposes of obtaining or maintaining Regulatory Filings of the Product; provided that the receiving Party (A) as to subsection (i), provides the disclosing Party at least [***] prior written notice of such disclosure (and the right to review and comment on the proposed disclosure), provided, with respect to any disclosures proposed in accordance with SEC’s regulations, the disclosing Party shall provide the receiving Party a copy of the proposed redacted version of this Agreement and the corresponding draft letter to the SEC staff (“SEC Letter”) seeking confidentiality treatment, provided, further, that any provisions of such SEC Letter that do not relate to this Agreement may be redacted, (B) as to subsection (i) afford the disclosing Party an opportunity to review and comment on the confidential treatment for such required disclosure required by the SEC or national securities exchange and use reasonable efforts to secure confidential treatment for such required disclosure, (c) as to subsection (i) discloses only that portion of the Confidential Information that the receiving Party is legally required to disclose in the receiving Party’s legal counsel opinion and (D) as to subsections (ii) and (iii), the receiving Party provides reasonable advance notice to the other Party where reasonably practicable and discloses only that portion of the Confidential Information that it is reasonably necessary to disclose for such purpose and maintain confidential treatment for the longest possible period.
(b) The receiving Party may disclose the Confidential Information of the disclosing Party to those of its Affiliates, and their respective directors, officers, employees, consultants subcontractors, sublicensees, consultants, attorneys, accountants, banks, acquirers and professional advisers and auditors investors (each a collectively, “Receiving Party Authorised PersonRecipients”) who:
3.1.1 reasonably need who have a need-to-know such information for purposes related to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personthis Agreement, provided that Clause 4 the receiving Party shall apply hold such Recipients to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing written obligations of the proposed disclosure confidentiality and non-use with terms and conditions at least as soon restrictive as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision those set forth in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: License and Commercialization Agreement (ACELYRIN, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
(a) made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public body that has Governmental Authority or Regulatory Authority of competent jurisdiction over or if, based on the Receiving reasonable advice of the receiving Party’s outside legal counsel, such disclosure is otherwise required by Applicable Law or the rules of a securities exchange on which the securities of the disclosing Party or Receiving Party Authorised Personany of its Affiliates are listed (or to which an application for listing has been submitted), provided that Clause 4 shall apply including by reason of filing with securities regulators or any securities exchange; provided, however, that, to disclosures required the extent permitted under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2Applicable Law, the Receiving receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court to obtain a protective order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or Governmental Authority order or as confidential.required by Applicable Law shall be limited to that information which is legally required to be disclosed in response to such court or Governmental Authority order, as advised by outside counsel;
4.1 Where (b) made by or on behalf of the Disclosing receiving Party, its Affiliates or (sub)licensees or Sublicensees, as applicable, to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval to the extent consistent with 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) made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, enforcing or defending a Patent in accordance with this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
(d) (i) made by or on behalf of the Organisationreceiving Party to any of its Representatives or (ii) made by or on behalf of the receiving Party or any of its Affiliates to any of its or their potential or actual investors, acquirers, lenders, licensors, (sub)licensees or contractors as may be necessary in connection with their evaluation of, exercise of rights under or performance under such potential or actual investment, acquisition or applicable transaction; provided, however, that, with respect to clauses (i) and (ii), such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less protective than the obligations of confidentiality and non-use of the receiving Party pursuant to this Clause 7 (CONFIDENTIALITY AND NON-DISCLOSURE) (provided, however, that, solely with respect to the individuals and entities described in clause (ii), the Authority duration of confidentiality and non-use obligations need not exceed [**] from the date of disclosure and may be [**] from the date of disclosure if such shorter duration is consistent with industry norms). Each Party shall be responsible for any Crown Body breach of this Agreement by any Person to which Confidential Information of the other Party has been disclosed in accordance with Clause 4.1.1, may disclose any by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 such Party pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authoritythis clause (d).
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
8.2.1 made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or Regulatory Authorities 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 securities regulators; 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 or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be disclosed be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued or such disclosure was required by law; and provided, further, that has jurisdiction over the Receiving Confidential Information disclosed in response to such court or governmental order or as required by law shall be limited to the information that is legally required to be disclosed in response to such court or governmental order or by such law;
8.2.2 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or Receiving Party Authorised Personuseful for purposes of prosecuting or obtaining a Patent pursuant to Section 7.3 or enforcing a Patent pursuant to Section 7.4; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
8.2.3 made in the course of prosecuting or defending litigation as contemplated by, or arising out of, this Agreement, including Section 8.9;
8.2.4 made to its or its Affiliates’ employees, consultants, contractors, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement, provided that Clause 4 in each case the recipient of such Confidential Information shall apply be subject to disclosures required under written obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than those set forth in this ARTICLE 8 prior to any such disclosure; or
8.2.5 made by or on behalf of the FOIA receiving Party to potential or actual investors or acquirers solely as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Persons shall be subject to written obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than the EIRs.
3.3 Before making a disclosure obligations of confidentiality and non-use of the receiving Party pursuant to Clause 3.2this ARTICLE 8 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [*] years from the date of disclosure). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing Securities and Exchange Commission pursuant to Rule 406 of the proposed disclosure Securities Act of 1933, as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialamended.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information above confidentiality obligations shall not apply to those of its directorsinformation which, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed as can be established by the Receiving Party:,
(a) of was rightfully communicated to the confidential nature of the Confidential InformationReceiving Party or its Affiliates from a Third Party; andor
(b) that was already in the Disclosing Party provided public domain or subsequently entered the Confidential Information to public domain through no fault of the Receiving Party subject to the provisions of a written confidentiality agreement.and its Affiliates; or
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so (c) was already known by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or its Affiliates prior to disclosure by the Disclosing Party or was developed independently by the Receiving Party Authorised Personor its Affiliates without reference to or reliance upon Confidential Information provided by the Disclosing Party; or
(d) is to be disclosed pursuant to any Applicable Law or legal, regulatory or stock exchange requirement, provided that Clause 4 the Receiving Party shall apply wherever possible provide prior written notice of such disclosure to disclosures required under the FOIA Disclosing Party and take reasonable and lawful actions to avoid or minimize the EIRs.
3.3 Before making a disclosure degree of disclosure. Notwithstanding the foregoing sentence, if such information is to be disclosed pursuant to Clause 3.2any industry guidance to which a Party is subject, the Receiving Party or relevant Receiving Party Authorised Person shall, if shall not make such disclosure except with the circumstances permit:
3.3.1 notify express prior written consent of the Disclosing Party (such consent not to be unreasonably withheld, conditioned or delayed). The Parties agree that nothing in writing of this Section 14.3(d) is intended to require a Party not to comply with any Applicable Law; or
(e) are required to be disclosed solely to the proposed disclosure as soon as possible (extent reasonably necessary in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and if possible before the court or Trademark Office and/or any other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisationintellectual property office, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs Party filing the recipient Crown Body patent shall provide at least thirty (30) days prior written notice of the confidential nature of the Confidential Information;
4.1.2 pursuant such disclosure to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination other Party and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps and lawful actions to notify avoid or minimize the Organisation degree of a Request for Information disclosure; or
(f) constitutes an Agreed TSA as further described in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsSection 3.11.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Party may Notwithstanding the foregoing limits on disclosure of Confidential Information, a receiving party shall be permitted to disclose Confidential Information of the other party solely to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyextent such disclosure:
(a) is legally compelled to be disclosed pursuant to government regulation, a subpoena, court order or administrative order or other legal process; provided, however, that such party shall have first provided prompt written notice to the other party of such subpoena, court order or administrative order or other legal process so that such party may raise any objections on its behalf and on behalf of the confidential nature other party, which rights are expressly reserved, seek a protective order or other appropriate remedy, and/or otherwise agree to disclose for purposes of complying with such subpoena, court order or administrative order or other legal process; and further provided that should disclosure be required, such party shall exercise its commercially reasonable efforts, at the expense of the Confidential Information; anddisclosing party, to ensure that confidential treatment be accorded such information;
(b) is required by law or regulation in connection with seeking approvals, registrations, licenses, authorizations, visas, or permits required by any governmental authority or agency in any country in order to import, offer for sale, sell, market, manufacture, have made or use the Product(s) developed pursuant to this;
(c) to a treating physician or health professional in the event that a medical emergency associated with the Disclosing Party provided the Confidential Information handling or exposure to the Receiving Party subject a Product developed pursuant to the provisions of this Development Agreement by a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information PharmaForm employee or authorized representative solely to the extent that it is required the physician or health professional determines that a medical need exists for Confidential Information in order to do so by applicable law administer appropriate emergency or by order first-aid treatment; provided, that Corcept shall promptly be notified of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures any disclosure required under this Section 6.2(c) and the FOIA requesting physician or health professional shall immediately be referred to the EIRs.appropriate contact person or representative of Corcept; or
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, (d) if the circumstances permit:
3.3.1 notify disclosing party waives the Disclosing Party in writing of the proposed right to restrict disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialunder this Article 6.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is: (a) Made pursuant to do so a valid and effective subpoena or order issued by applicable law or by order of a court of competent jurisdiction or other public legal process or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body that has of competent jurisdiction over or, if in the Receiving Party or Receiving Party Authorised Personreasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, provided that Clause 4 it shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 (a) immediately notify the Disclosing other Party that it is subject to such legally required disclosure, (b) consult with the other Party on the advisability of taking legally available steps to resist or narrow such compelled disclosure, (c) reasonably assist the other Party, at its request, in writing of the proposed disclosure as soon as possible (and if possible before the court its efforts to obtain an appropriate protective order or other public body orders the disclosure of the reliable assurance that confidential treatment shall be accorded to its Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent such assistance is commercially reasonable, and (d) limit disclosure to the need for disclosure arises for information that its legal counsel advises must be disclosed to comply with the purpose legal requirement. (b) Made by the receiving Party to Regulatory Authorities as required in connection with any filing in relation to a Regulatory Approval or the prosecution or maintenance of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1Patent; provided, however, that (a) of the National Audit ▇▇▇ such Party shall clearly ▇▇▇▇ of its submission to the economy, efficiency and effectiveness Regulatory Authorities with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe a notation making it clear that the Disclosing Party is involved in activity filing contains confidential commercial information and trade secrets that may constitute a serious criminal offence are not for disclosure and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies(b) reasonable measures shall be taken, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent available, to assure confidential treatment of such information and that it is permissible and reasonably practical for it where a receiving Party intends to do so but (notwithstanding disclose Confidential Information of the disclosing Party in relation to the prosecution or maintenance of any other provision in this Agreement) the Authority or other relevant Crown Body Patent, notice shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from provided to the disclosing Party prior to disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsreceiving Party.
Appears in 1 contract
Sources: License Agreement
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information of the other Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whothe extent that such disclosure is:
3.1.1 reasonably need 10.3.1. made in response to receive 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 advice of the receiving Party’s legal counsel, such disclosure is otherwise required by law (other than by reason of filing with securities regulators, which shall be governed by Section 10.5); provided that to the extent practicable under the circumstances, the receiving Party shall first have given notice to the 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 order or required to be disclosed be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued or such disclosure was required by law; and provided, further, that the Confidential Information disclosed in response to such court or governmental order or as required by law shall be limited to the information that is legally required to be disclosed in response to such court or governmental order or by such law;
10.3.2. made in order to prosecute or defend litigation;
10.3.3. with respect to ▇▇▇▇▇’s disclosure of ▇▇▇▇▇▇’s Confidential Information related to [**], necessary in connection with (a) the use of any permitted subcontractors for the performance of the Combination Arm; provided that such subcontractors shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use set forth in this Article 10 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [**] from the date of disclosure) or (b) any submission to or other communication with any Regulatory Authority, institutional review board or other ethics committee relating to the Combination Arm or the Combination Therapy; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
10.3.4. necessary for the purpose of evaluating or carrying out an actual or potential investment, acquisition, debt transaction or royalty financing transaction, including to existing or potential investors, financing sources, underwriters or acquirers (including in connection with any royalty financing transaction); provided that such Persons (including such investors, financing sources, underwriters or acquirers) shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use set forth in this Article 10 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [**] from the date of disclosure);
10.3.5. made by or on behalf of Gilead or its Affiliates or its or their Sublicensees as may be necessary or reasonably useful in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) Exploitation of the confidential nature IL-12 Molecules, the IL-12 Products (including in connection with any filing, application or request for Regulatory Approval by or on behalf of Gilead or any of its Affiliates or its or their Sublicensees) or otherwise in connection with the performance of its obligations or exercise of Gilead’s rights as contemplated by this Agreement, including to existing or potential vendors, service providers, contractors, distributors, (sub)licensees or collaboration partners; provided that such vendors, service providers, contractors, distributors, (sub)licensees or collaboration partners shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use set forth in this Article 10 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [**] from the date of disclosure);
10.3.6. made by or on behalf of the Confidential Information; and
(b) that the Disclosing receiving Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, patent authority as may be required under the FOIA necessary or the EIRs to disclose Information, including Confidential Information, without consulting reasonably useful for purposes of obtaining or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of enforcing a Request for Information (Patent in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information, to the extent that it such protection is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority available; or
10.3.7. made by or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure on behalf of Gilead in accordance with the FOIA or the EIRsSection 3.4.2(c).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving other Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent that it is required such disclosure is:
6.2.1. made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify the Disclosing Party in writing reasonable opinion of the proposed receiving Party’s legal counsel, such disclosure as soon as possible (is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to the disclosing Party and if possible before given the court disclosing Party a reasonable opportunity to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
6.2.2. made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of the FOIA or the EIRs;
4.1.3 such information to the extent the need for disclosure arises for the purpose practicable and consistent with Applicable Law;
6.2.3. made by or on behalf of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, patent authority as may be required under the FOIA reasonably necessary or the EIRs useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to disclose Informationassure confidential treatment of such information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent such protection is available and the disclosing Party (the Party that it is permissible owns the Confidential Information and reasonably practical for it provided said Confidential Information to do so but (notwithstanding the receiving Party) must be provided at least a [***] prior notice by the receiving Party of receiving Party’s intention to disclose the disclosing Party’s Confidential Information and the disclosing Party reserves the right to object to any other provision disclosure of disclosing Party’s Confidential Information by the receiving Party;
6.2.4. made by or on behalf of the receiving Party in prosecuting or defending litigation in relation to the Licensed IP or Joint Patents or this Agreement) the Authority or other relevant Crown Body , including responding to a subpoena in a Third Party litigation; provided, however, that reasonable measures shall be responsible for determining taken to assure confidential treatment of such information, to the extent such protection is available; or
6.2.5. made by or on behalf of the receiving Party to potential or actual investors, acquirers or collaborators as may be necessary in its absolute discretion whether any connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure, unless otherwise agreed by Biohaven and Highlightll); provided, further, that if either Party seeks to disclose the terms of this Agreement to potential investors or acquirers, the Party seeking to disclose this Agreement must obtain the other Information is exempt from disclosure in accordance with the FOIA Party’s prior written consent before disclosing this Agreement (such consent not to be unreasonably withheld, delayed or the EIRsconditioned).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
(a) required to do so by be disclosed pursuant to law, regulation, applicable law stock exchange rule or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial, and local governmental or regulatory body that has jurisdiction over of competent jurisdiction, including under subpoena, document requests related to litigation, or by reason of filing with securities regulators (including, for the Receiving Party or Receiving Party Authorised Personavoidance of doubt, provided that Clause 4 shall apply to disclosures filing this Agreement as a material agreement as may be required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2securities regulations); provided, however, that the Receiving receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible shall first have given prompt written notice (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economypracticable, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIAat least [**] notice) to the extent disclosing Party and provides reasonable assistance to the disclosing Party in taking whatever action the disclosing Party deems necessary to protect its Confidential Information. In the event that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority no protective order or other relevant Crown Body remedy is obtained, or the disclosing Party waives compliance with the terms of this Section 10.2(a), the receiving Party shall be responsible for determining in its absolute discretion whether any furnish only that portion of Confidential Information and/or any that the receiving Party is required to disclose. Notwithstanding the foregoing, at [**] prior to either Party filing this Agreement with securities regulators, such filing Party will furnish a proposed redacted copy of this Agreement to the other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide Party for review, and such filing Party will incorporate all necessary assistance and cooperation as reasonably reasonable additional redactions requested by the Authority other Party;
(b) made by or relevant Crown Body on behalf of the receiving Party to enable the Authority Regulatory Authorities as required in connection with any Regulatory Submission or relevant Crown Body in connection with any inspection or audit by any Regulatory Authority;
(c) made by the receiving Party or its Affiliates or sublicensees to comply its or their actual or bona fide potential advisors, consultants, clinicians, vendors, service providers, contractors, licensees, collaborators, or sublicensees (and to each of their respective bankers, lawyers, accountants, or agents) as may be [**] in connection with the Exploitation of the Licensed Compounds or the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10;
(d) subject to Section 9.4, made by or on behalf of the receiving Party to a patent authority as may be reasonably [**] for purposes of filing, prosecuting, maintaining, enforcing, or defending a Patent as permitted under this Agreement; or
(e) made by or on behalf of the FOIA receiving Party to actual or bona fide potential investors or acquirers or other Third Party transactional parties (and to each of their respective bankers, lawyers, accountants, or agents), as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than the EIRsobligations of confidentiality and non-use of the receiving Party pursuant to Section 10.1 (with durations of confidentiality and non-use as appropriate).
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Notwithstanding Section 9.2 above, Confidential Information shall not include any of the following information that the receiving Party can demonstrate by competent evidence:
(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;
(d) was independently developed by the receiving Party without reference to any information or materials disclosed by the disclosing Party; or
(e) was subsequently disclosed to the receiving Party by a person other than the disclosing Party without breach of any legal obligation to the disclosing Party. In addition, either Party may disclose Confidential Information of the other to:
(i) to those of such receiving Party’s and its directors, officersAffiliates’ legal representatives, employees, consultants consultants, and professional advisers licensees (and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 potential licensees), to the extent such disclosure is reasonably need necessary to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving exercise such receiving Party:
’s rights hereunder, and provided (a) such legal representatives and employees are informed of the confidential nature of the Confidential Information; and
Information and the restrictions on disclosure and use contained herein and (b) that the Disclosing Party provided the Confidential Information such consultants and licensees (and potential licensees) have agreed in writing to the Receiving Party subject obligations of confidentiality with respect to the provisions of such information no less stringent than those set forth herein;
(ii) if disclosure is compelled to be disclosed by a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by court order or applicable law or by order regulation (including the rules and regulations of a court the Securities and Exchange Commission or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personany national securities exchange), provided that Clause 4 shall apply the Party compelled to disclosures required under make such disclosure (a) requests confidential treatment of such information, (b) provides the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving other Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing with sufficient advance notice of the proposed compelled disclosure as soon as possible to provide adequate time to seek a protective order, and (and if possible before b) discloses only the court or other public body orders minimum necessary to comply with the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body requirement to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisationdisclose. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body receiving Party shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested breaches of this Agreement by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with receiving Party’s and its obligations under the FOIA Affiliates’ legal representatives and the EIRsemployees.
Appears in 1 contract
Sources: Assignment Agreement (Peregrine Pharmaceuticals Inc)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
7.2.1. made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body that has of competent jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shallor, if in the circumstances permit:
3.3.1 notify the Disclosing Party in writing reasonable opinion of the proposed receiving Party’s legal counsel, such disclosure as soon as possible (is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to the disclosing Party and if possible before given the court disclosing Party a reasonable opportunity to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order or required to be disclosed be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the Organisationpurposes for which the order was issued or such disclosure was required by law; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any response to such court or governmental order or as required by law shall be limited to the information that is legally required to be disclosed in response to such court or governmental order or by such law;
7.2.2. made by or on behalf of the Confidential Information:
4.1.1 receiving Party to another Crown Body provided a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that the Authority or relevant Crown Body informs the recipient Crown Body reasonable measures shall be taken to assure confidential treatment of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 such information, to the extent the need for disclosure arises for the purpose such protection is available; or
7.2.3. made by or on behalf of the examination receiving Party to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and certification non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the accounts of the Authority or relevant Crown Body or for any examination receiving Party pursuant to section 6(1this ARTICLE 7 (with a duration of confidentiality and non-use obligations as appropriate that is no less than ten (10) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent years from the Organisation. The Authority shall take reasonable steps to notify the Organisation date of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsdisclosure).
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Research Collaboration Agreement (Organovo Holdings, Inc.)
Permitted Disclosures. 3.1 The Receiving Party Notwithstanding the restrictions of Section 7(a) above, either party may disclose Confidential Information of the other party that is required to those be disclosed in compliance with applicable laws or order by a court or other governmental authority having competent jurisdiction; provided, that, if a party is required to make any such disclosure of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the any Confidential Information in connection with of the Permitted Purpose; and
3.1.2 have been informed disclosing party, such party will give reasonable advance written notice to such disclosing party of such disclosure requirement and if requested by the Receiving Party:
disclosing party, shall (aat the disclosing party’s cost) use its reasonable efforts to secure confidential treatment of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the such Confidential Information required to be disclosed and will in no event disclose more Confidential Information than it in good faith believes is required to be disclosed. Furthermore, notwithstanding the Receiving Party subject to foregoing or the provisions restrictions of a written confidentiality agreement.
3.2 The Receiving Party and Section 7(a) above, (i) each Receiving Party Authorised Person party shall be entitled to (A) use the Confidential Information disclosed hereunder in connection with enforcing its rights under this Letter Agreement, and (B) disclose any Confidential Information to the extent its advisors and attorneys for purposes of advising such party in connection with this Letter Agreement and that it is required to do so by applicable law or by order are under a duty of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personconfidentiality, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible and (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the ii) Drawbridge may share Confidential Information with a potential assignee of its rights hereunder so long as confidential.
4.1 Where the Disclosing Party is the Organisationsuch assignee executes a confidentiality agreement with confidentiality obligations substantially similar to those contained herein, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, (iii) Company may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting with obligations of confidentiality comparable to those contained herein, to a third party or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation its legal or financial advisors in connection with a proposed merger, acquisition, spin-off, financing, or similar transaction of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority Company or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsSubsidiaries involving such third party.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving disclosing Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose ’s Confidential Information to the extent that it is such disclosure is:
9.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction (including by reason of filing with securities regulators, but subject to Section 9.5); provided, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, at least [...***...] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders to obtain a * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the disclosure of the Confidential Information); and
3.3.2 ask the court U.S. Securities and Exchange Commission. protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). If no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
9.3.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the performance of Discovery Activities or the EIRsExploitation of the Molecules and Products, 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 non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [...***...] years from the date of disclosure);
9.3.6 made by Galapagos or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with Galapagos’ activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [...***...] years from the date of disclosure); or
9.3.7 made by either Party to Third Parties as necessary and reasonable in connection with the exercise of its rights under the last sentence of Section 7.1.1; provided, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [...***...] years from the date of disclosure).
4.3 The Organisation 9.3.8 Section 9.3.5 shall provide all necessary assistance apply mutatis mutandis to Galapagos with respect to Confidential Information of AbbVie solely to the extent applicable to a Product being developed and cooperation commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as reasonably requested applicable. * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA U.S. Securities and the EIRsExchange Commission.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information Article 12.4.1 does not apply to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyinformation:
(a) which, after the date of this Inter-User Agreement, becomes published or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the recipient Party in contravention of the confidential nature of the Confidential Information; andobligations in Article 12.4.1;
(b) disclosed by a Party to its Affiliates or shareholders provided that (i) such disclosure is made for purposes incidental to the subject matter of this Inter-User Agreement and (ii) such Affiliates and shareholders agree to treat it as confidential under a substantially equivalent obligation of confidentiality to that set out in Article 12.4.1 prior to such disclosure being made;
(c) to the extent made available to the recipient Party by a third party who is entitled to divulge such Confidential Information and who is not under any obligation of confidentiality in respect of such Confidential Information to the recipient Party;
(d) to the extent required to be disclosed by any Applicable Law or by any Maritime Authorities or by the Snam Rete Gas or by any recognised stock exchange or Competent Authority to whose rules the Party making the disclosure or any Affiliate is subject, whether or not having the force of law, provided that the Disclosing Party provided disclosing the Confidential Information shall notify the other Party of the Confidential Information to be disclosed (and of the Receiving circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure;
(e) which has been independently developed by the recipient Party subject otherwise than in the course of the exercise of that Party’s rights under this Inter-User Agreement or the implementation of this Inter-User Agreement;
(f) to the provisions extent made available to a proposed bona fide transferee or assignee of the whole or part of the disclosing Party’s interest under this Inter-User Agreement;
(g) to the extent made available to a written confidentiality agreement.proposed bona fide potential shareholder or a disclosing Party proposing to acquire the whole or a significant part of the issued share capital of the disclosing Party;
3.2 The Receiving (h) to the extent made available to a bank or other financial institution or bond investors or underwriters or any party in relation to a potential securitisation in connection with efforts by that Party and each Receiving or an Affiliate to obtain funds, or to document any loan to or security granted by that Party Authorised Person shall be entitled to disclose Confidential Information or an Affiliate or in connection with any bond issue or securitisation;
(i) to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where is properly and reasonably required by any adviser, auditor, consultant, expert, contractor or subcontractor who is employed or retained by (or whose employment or retention is being considered by) that Party or by the Disclosing Party is the Organisation, the Authority bank or other financial institution referred to in Article 12.4.2(h) and any Crown Body whose function requires them to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of have the Confidential Information;
4.1.2 pursuant (j) disclosed to a supplier or potential supplier of LNG that is to be unloaded into the requirements of the FOIA or the EIRsTerminal for purposes reasonably necessary for such supply;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIAk) to the extent that it the Confidential Information is permissible properly and reasonably practical for it required by any Party to do so but resolve a dispute or disputes arising in connection with the provision and/or receipt of Services at the Terminal;
(notwithstanding l) disclosed to any applicable tax authority to the extent required by a legal obligation;
(m) disclosed, subject to the consent of the other Party (such consent not to be unreasonably withheld), to the extent reasonably required to assist the settlement of the disclosing Party’s tax affairs or those of any of its shareholders or any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations person under the FOIA same control as the disclosing Party; or
(n) which the recipient Party can prove was already known to it before its receipt from the disclosing Party; provided, in the case of disclosure under Article 12.4.2(f), (g), (h), (i) or (j) above, that the recipient of such information is under a substantially equivalent obligation of confidentiality to that in Article 12.4.1 prior to such disclosure being made and the EIRsfor a period of ten (10) Years after such disclosure.
Appears in 1 contract
Sources: Inter User Agreement
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it such disclosure is:
9.2.1 in the reasonable opinion of the receiving Party’s (or in the event F-star is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’s) legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.3)); provided, that the receiving Party shall first have given prompt CONFIDENTIAL -42- *** Certain information in this agreement has jurisdiction over been omitted and filed separately with the Receiving Party or Receiving Party Authorised Person, provided Securities and Exchange Commission. [***] indicates that Clause 4 shall apply to disclosures required under text has been omitted and is the FOIA or the EIRs.
3.3 Before making subject of a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible confidential treatment request. written notice (and if possible before to the court extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
9.2.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority receiving Party or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant their licensees or sub-licensees to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent practicable and consistent with Applicable Law;
9.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent; provided, that it reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is permissible available;
9.2.4 made to its or its Affiliates’, financial and reasonably practical for it legal advisors who have a need to do so but (notwithstanding any other provision know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement) ; provided that the Authority receiving Party shall remain responsible for any failure by such financial and *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. legal advisors, to treat such Confidential Information as required under this ARTICLE 9;
9.2.5 made by the receiving Party or its Affiliates to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or actual investment in or acquisition of the receiving Party or its Affiliates; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9;
9.2.6 made by Gamma or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, Sublicensees, or other relevant Crown Body Third Parties as may be necessary or useful in connection with the Exploitation of any mAb2, the Licensed Products, 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 responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
9.2.7 made by F-star, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be necessary in accordance assisting with F-star’s activities contemplated by this Agreement (including in relation to the exercise of the rights granted to F-star in Sections 6.2 or otherwise in connection with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect CONFIDENTIAL -44- *** Certain information in this agreement has been omitted and filed separately with the FOIA Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. to such Confidential Information of Gamma substantially similar to the obligations of confidentiality and nonuse of F-star pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the EIRslike).
Appears in 1 contract
Sources: Gamma Ip Licence Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information of the Disclosing Party to those the extent that such disclosure is:
▇.▇.▇. ▇▇ the reasonable opinion of its directorsthe Receiving Party’s legal counsel (including in-house counsel), officersrequired to be disclosed pursuant to law, employeesregulation or a valid order of a court of competent jurisdiction or other Governmental Authority (provided that any filing with securities regulators will be subject to Section 8.4 (Public Announcements)); provided further that, consultants and professional advisers and auditors [**]. In the event that no protective order or other remedy is obtained, or the Disclosing Party waives the requirements of this Section 8.2.1 (each a “Permitted Disclosures), the Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the shall furnish only that portion of Confidential Information that the Receiving Party is advised by its counsel is legally required to be disclosed; or
8.2.2. made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any filing, application or request for any Regulatory Approval in accordance with the Permitted Purposeterms of this Agreement; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) provided that the Disclosing Party provided the Confidential Information to the Receiving Party subject will take reasonable measures to the provisions seek to obtain confidential treatment of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose such Confidential Information to the extent practicable and consistent with Applicable Law;
8.2.3. made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent under this Agreement; provided that it is the Receiving Party will take reasonable measures to seek to obtain confidential treatment of such Confidential Information, to the extent practicable and consistent with Applicable Law;
8.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such Disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use at least as restrictive as those set forth in this Agreement; provided that the Receiving Party shall remain responsible for any failure by such financial and legal advisors to treat such Confidential Information as required to do so under this ARTICLE 8 (Confidentiality and Non-Disclosure);
8.2.5. made by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personits Affiliates to potential or actual investors, provided that Clause 4 shall apply financing sources or acquirers, including potential or actual assignees of payments to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, to the extent necessary in connection with such Persons’ evaluation of such potential or actual investment or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the economyReceiving Party pursuant to this ARTICLE 8 (Confidentiality and Non-Disclosure) or otherwise customary for the nature and type of the disclosure;
8.2.6. made by AbbVie or its Affiliates or Sublicensees to its or their advisors, efficiency and effectiveness consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees or other Third Parties as may be necessary or useful in connection with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if Exploitation of the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodiesLicensed Products, including in connection with any filing, application or request for Regulatory Approval by or on behalf of AbbVie or any of its Affiliates or any of its or their respective Sublicensees for any Licensed Product and including to existing or potential Distributors, Sublicensees, collaboration partners or acquirers or transferees, or otherwise in connection with the Authority 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 other Crown Bodiesnon-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this ARTICLE 8 (Confidentiality and Non-Disclosure); or
8.2.7. made by Xilio or its Affiliates to its or their advisors, may be required under consultants, clinicians, vendors, service providers, contractors [**] to the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (extent necessary in assisting with Xilio’s activities contemplated by and in accordance with the Secretary this Agreement; provided that such Persons shall be subject to obligations of State for Constitutional Affairs’ Code confidentiality and non-use with respect to such Confidential Information of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) AbbVie substantially similar to the extent that it is permissible obligations of confidentiality and reasonably practical for it non-use of Xilio pursuant to do so but this ARTICLE 8 (notwithstanding any other provision in Confidentiality and Non-Disclosure) [**]. Notwithstanding the foregoing, as between the Parties, Confidential Information disclosed pursuant to this Section 8.2 (Permitted Disclosures) shall remain subject to the terms of this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Collaboration, License and Option Agreement (Xilio Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Receiving Party While maintaining the status of LICENSOR Confidential Information as confidential, LICENSEE may disclose Confidential such Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each on a “Receiving Party Authorised Person”) whoneed-to-know basis:
3.1.1 reasonably need 7.3.1. which is required to receive the Confidential Information be disclosed to Regulatory Authorities in connection with obtaining and maintaining the Permitted PurposeLicensed Orphan Designations and the Licensed IND or any new IND application for Licensed Product;
7.3.2. which is required to be disclosed to Regulatory Authorities in seeking, obtaining or maintaining regulatory approvals to test, manufacture, market, sell, export, label, and for Medicare or insurance reimbursement of, Licensed Product;
7.3.3. which is reasonably necessary to disclose to LICENSEE’s Affiliates and third Person contractors for purposes of developing and manufacturing Licensed Product or to disclose to Distributors as set forth in Section 2.; provided that, LICENSEE shall have executed prior to disclosure a written confidentiality agreement with the relevant Persons at least as stringent as those of this Section 7.;
7.3.4. which is disclosed to Sublicensees, prospective Sublicensees, investors, or purchasers and prospective purchasers of the business or assets of LICENSEE in the context of Section 13.1.; provided that, LICENSEE shall have executed prior to disclosure a written confidentiality agreement with the relevant Persons at least as stringent as those of this Section 7.; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information 7.3.5. to the extent that it is required to do so by applicable law or by order of a court or other public body any governmental entity that has jurisdiction over LICENSEE; on the Receiving Party or Receiving Party Authorised Personcondition that, provided that Clause 4 prior to making any such legally required disclosure, LICENSEE shall apply to disclosures required give LICENSOR as much prior notice of the requirement for and contents of such disclosure as is practicable under the FOIA circumstances, LICENSEE shall consult with LICENSOR about the disclosure; LICENSEE shall use all reasonable efforts to minimize the scope of the disclosure and prevent any further disclosure or dissemination of Confidential Information so disclosed, and, if lawfully able to do so, LICENSEE shall permit LICENSOR a reasonable opportunity to pursue legal remedies to maintain the EIRsconfidentiality or limit the dissemination of such Confidential Information.
3.3 Before making a disclosure pursuant 7.3.6. Anything to Clause 3.2the contrary in this Section 7.3. notwithstanding, LICENSEE may disclose summaries of the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Existing Study Data excluding Confidential Information (unless agreed to in writing of the proposed disclosure as soon as possible (and if possible before the court by LICENSOR) in connection with non-confidential presentations to prospective investors, Sublicensees, strategic partners or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialpurchasers.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Choline License Agreement (ArTara Therapeutics, Inc.)
Permitted Disclosures. 3.1 The Each Receiving Party may disclose Confidential Information disclosed to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “it by the Disclosing Party to the extent that such disclosure by the Receiving Party Authorised Person”) whois:
3.1.1 reasonably need 9.2.1 made in response to receive 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; provided that the Receiving Party shall first have given notice, to the extent legally permitted, 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 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 disclosed in response to such court or governmental order shall be limited to the information that is legally required to be disclosed in response to such court or governmental order;
9.2.2 made by the Receiving Party to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall be taken to obtain confidential treatment of such information;
9.2.3 with respect to this Agreement, made by the Permitted Purposeparent company of AEZS by filing this Agreement with the Canadian securities regulatory authorities and/or the U.S. Securities and Exchange Commission on a non-confidential basis for the purposes of complying with its disclosure obligations under applicable securities laws and regulations; andor
3.1.2 have been informed 9.2.4 made by the Receiving Party:Party as necessary to file or prosecute Patent applications pursuant to Section 7.4 or Section 7.5, as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement; provided that reasonable measures shall be taken to obtain confidential treatment of such information;
9.2.5 made by the Receiving Party to actual or prospective acquirers, merger candidates, investors, sublicensees, consultants, agents, subcontractors (aand to its and their respective Affiliates, representatives and financing sources); provided that each such Third Party to whom information is disclosed shall (i) be subject to reasonable obligations of confidentiality, (ii) be informed of the confidential nature of the Confidential Information; and
Information so disclosed, and (biii) that the Disclosing Party provided the agree to hold such Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreementterms thereof.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personof competent jurisdiction, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant (including by reason of filing with securities regulators, but subject to Clause 3.27.5)); provided, that the Receiving receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible shall first have given prompt written notice (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent possible, at least [***] notice) to the need for disclosure arises for disclosing Party and given the purpose disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
7.3.2 made by or on behalf of the examination and certification of receiving Party to the accounts of the Authority Regulatory Authorities as required in connection with any filing, application or relevant Crown Body or request for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent that it is permissible practicable and consistent with Applicable Law;
7.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision purposes of obtaining, defending or *** Certain information in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance agreement has been omitted and filed separately with the FOIA or Securities and Exchange Commission. [***] indicates that text has been omitted and is the EIRssubject of a confidential treatment request.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Pd L1 License Agreement (Spring Bank Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Each Party (as Receiving Party Party) may disclose Confidential Information 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:
7.2.1 disclosure to Third Parties in connection with due diligence or similar investigations, 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 written confidentiality and non-use obligations with respect to such information substantially similar to those set out in this Agreement provided that the duration of such obligations shall only be required to be three (3) years following disclosure of such information for such obligations to comply with the Receiving Party’s obligations under this Section 7.2.1;
7.2.2 disclosure to its directors, officers, employees, consultants or its Affiliates’ financial and professional advisers and auditors (each legal advisors who have a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the know such Disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to obligations of confidentiality and non-use or under written confidentiality and non-use obligations with respect to such information substantially similar to those set out in this Agreement;
7.2.3 disclosure to actual or potential subcontractors as may be necessary or useful in connection with the Permitted Purpose; and
3.1.2 have been informed performance of its obligations or exercise of its rights as contemplated by this Agreement, provided that such Persons shall be subject to written confidentiality and non-use obligations with respect to such information substantially similar to those set out in this Agreement provided that the duration of such obligations shall only be required to be five (5) years following disclosure of such information for such obligations to comply with the Receiving Party:’s obligations under this Section 7.2.3;
(a) 7.2.4 disclosure to a Taxing Authority in connection with the Tax affairs or a reporting obligation of the confidential nature Disclosing Party;
7.2.5 disclosure to actual or potential Sublicensees or other Third Parties as may be necessary or useful for the exercise of the Confidential Information; and
(b) its rights under this Agreement, provided that such Persons shall be subject to written confidentiality and non-use obligations substantially similar to those set out in this Agreement provided that the Disclosing Party provided the Confidential Information duration of such obligations shall only be required to be five (5) years following disclosure of such information for such obligations to comply with the Receiving Party subject to the provisions of a written confidentiality agreement.Party’s obligations under this Section 7.2.3; or
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information 7.2.6 to the extent that it such disclosure is required made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental, Taxing Authority, or regulatory body that has of competent jurisdiction over or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required to comply with Applicable Law or its or its Affiliates’ respective regulatory, or financing reporting requirements, including by reason of filing with securities regulators or the rules of a stock exchange on which the securities of the Receiving Party are listed (or Receiving Party Authorised Personto which an application for listing has been submitted); provided, provided however, that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2before any such disclosure, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 shall first notify the Disclosing Party in writing of and provide the proposed disclosure as soon as possible (and if possible before the court Disclosing Party a reasonable opportunity to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the Organisationpurposes for which the order was issued or such disclosure was required by Applicable Law; and provided, further, that the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 response to another Crown Body provided that the Authority such court or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA governmental order or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body Applicable Law shall be responsible for determining limited to that information which is legally required to be disclosed in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA response to such court or the EIRsgovernmental order or by such Applicable Law.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose or Emergent Confidential Information to the extent that it is required such disclosure is:
(a) Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that has jurisdiction over the Receiving receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, 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 Receiving Party Authorised Personagency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making if a disclosure pursuant to Clause 3.2order is not quashed or a protective order is not obtained, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Confidential Information disclosed in writing of the proposed disclosure as soon as possible (and if possible before the response to such court or other public body orders governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential InformationInformation pursuant to this Section 6.2(b);
(c) Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; andprovided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
3.3.2 ask the court (d) Made by Emergent to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators; investment bankers; existing or potential investors, venture capital firms or other public body financial institutions or investors for purposes of obtaining financing; each of whom prior to treat the Confidential Information as confidential.disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article VI;
4.1 Where the Disclosing Party is the Organisation, the Authority and (e) Made by HPA to potential investors in any Crown Body spin-off entity to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 HPA intends to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant transfer its business relating to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence Development Program and the Exploitation of Licensed Products and HPA Products (as defined in the BT License Agreement), each of whom prior to disclosure is being made must be bound by obligations of confidentiality and non-use at least equivalent in scope to a relevant investigating those set forth in this Article VI; or
(f) Made by Emergent or enforcement authority.
4.2 The Organisation acknowledges that public bodiesits Affiliates or sublicensees to Third Parties as may be necessary or reasonably useful in connection with the Exploitation of any Licensed Product, including the Authority subcontracting and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (sublicensing transactions in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsconnection therewith.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Bt Vaccine Development Agreement (Emergent BioSolutions Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it such disclosure is:
11.2.1 in the reasonable opinion of the receiving Party’s (or in the event Licensor is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’s) legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 11.4)); provided, that has jurisdiction over the Receiving receiving Party (or Receiving Party Authorised Personin the event Licensor is the receiving Party, provided that Clause 4 F-star GmbH or F-star Ltd) shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent Confidential possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall furnish only that portion of Confidential Information which the receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
11.2.2 made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that receiving Party (or in the Authority event Licensor is the receiving Party, by or relevant Crown Body informs the recipient Crown Body on behalf of the confidential nature of the Confidential Information;
4.1.2 pursuant F-star GmbH or F-star Ltd) or their licensees or sub-licensees to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such Confidential Information to the extent practicable and consistent with Applicable Law;
11.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent; provided, that it reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is permissible available;
11.2.4 made to its or its Affiliates’, (or if to Licensor, to F-star GmbH’s or F-star Ltd’s) financial and reasonably practical for it legal advisors who have a need to do so but (notwithstanding any other provision know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 11;
11.2.5 made by the receiving Party or its Affiliates (or in the event Licensor is the receiving Party, by F-star GmbH or F-star Ltd or their respective Affiliates) to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or actual investment in or acquisition of the Authority receiving Party or its Affiliates (or in the event Licensor is the receiving Party, of F-star GmbH or F-star Ltd or their respective Affiliates); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11;
11.2.6 made by Denali or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other relevant Crown Body Third Parties as may be necessary or useful in connection with the Exploitation of any mAb2, the Licensed Products, 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 responsible for determining in its absolute discretion whether any subject to obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE Confidential 11 (with a duration of confidentiality and non-use obligations as appropriate that is exempt no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
11.2.7 made by Licensor, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be necessary in accordance assisting with Licensor’s, F-star GmbH’s or F-star Ltd’s activities contemplated by this Agreement (including in relation to the exercise of the rights granted by Denali in Section 8.3 or otherwise in connection with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with performance of its obligations under or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Denali substantially similar to the FOIA obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the EIRslike).
Appears in 1 contract
Sources: License and Collaboration Agreement (Spring Bank Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Party Each party may disclose Confidential Information of the other party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyextent that such disclosure is:
(a) made in response to a valid order of a court of competent jurisdiction or other competent authority; provided, however, that the confidential nature of Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or obtain a protective order requiring that the Confidential InformationInformation and documents that are the subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued; andand provided further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order;
(b) made by Novartis or any of its Affiliates or sublicensees to a regulatory authority as may be necessary or useful in connection with any filing, application or request for regulatory approval; provided, however, that the Disclosing Party provided the Confidential Information reasonable measures shall be taken to assure confidential treatment of such information, to the Receiving Party subject extent such protection is available;
(c) made by a party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of ARTICLE V); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the provisions of a written confidentiality agreementextent such protection is available; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled (d) otherwise required by law; provided, however, that if either party is required to disclose Confidential Information of the other party, the party required to make the disclosure shall (i) provide to the other party reasonable advance notice of and an opportunity to comment on any such required disclosure, (ii) if requested by the other party, seek confidential treatment with respect to any such disclosure to the extent that it is required available, and (iii) use good faith efforts to do so incorporate the comments of the other party in any such disclosure or request for confidential treatment; or
(e) made by applicable law a party or by order its Affiliates or (sub)licensees to Third Parties as may be reasonably necessary in connection with its performance of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA its obligations or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing exercise of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodiesrights herein, including the Authority and other Crown Bodies, may be required under the FOIA subcontracting or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (sublicensing transactions in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsconnection therewith.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: License Agreement (Fluidigm Corp)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
(a) required to do so by be disclosed pursuant to law, regulation, applicable law stock exchange rule or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial, and local governmental or regulatory body that has jurisdiction over of competent jurisdiction, including under subpoena, document requests related to litigation, or by reason of filing with securities regulators (including, for the Receiving Party or Receiving Party Authorised Personavoidance of doubt, provided that Clause 4 shall apply to disclosures filing this Agreement as a material agreement as may be required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2securities regulations); provided, however, that the Receiving receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible shall first have given prompt written notice (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economypracticable, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIAat least [***] notice) to the extent disclosing Party and provides reasonable assistance to the disclosing Party in taking whatever action the disclosing Party deems necessary to protect its Confidential Information. In the event that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority no protective order or other relevant Crown Body remedy is obtained, or the disclosing Party waives compliance with the terms of this Section 10.2(a), the receiving Party shall be responsible for determining in its absolute discretion whether any furnish only that portion of Confidential Information and/or any that the receiving Party is required to disclose. Notwithstanding the foregoing, at [***] prior to either Party filing this Agreement with securities regulators, such filing Party will furnish a proposed redacted copy of this Agreement to the other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide Party for review, and such filing Party will incorporate all necessary assistance and cooperation as reasonably reasonable additional redactions requested by the Authority other Party;
(b) made by or relevant Crown Body on behalf of the receiving Party to enable the Authority Regulatory Authorities as required in connection with any Regulatory Submission or relevant Crown Body in connection with any inspection or audit by any Regulatory Authority;
(c) made by the receiving Party or its Affiliates or sublicensees to comply its or their actual or bona fide potential advisors, consultants, clinicians, vendors, service providers, contractors, licensees, collaborators, or sublicensees (and to each of their respective bankers, lawyers, accountants, or agents) as may be [***] in connection with the Exploitation of the Licensed Compounds or the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10;
(d) subject to Section 9.4, made by or on behalf of the receiving Party to a patent authority as may be reasonably [***] for purposes of filing, prosecuting, maintaining, enforcing, or defending a Patent as permitted under this Agreement; or
(e) made by or on behalf of the FOIA receiving Party to actual or bona fide potential investors or acquirers or other Third Party transactional parties (and to each of their respective bankers, lawyers, accountants, or agents), as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than the EIRsobligations of confidentiality and non-use of the receiving Party pursuant to Section 10.1 (with durations of confidentiality and non-use as appropriate).
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Notwithstanding Section 8.1, each receiving Party may disclose Confidential Information of the disclosing Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyextent that such disclosure is:
(a) made on or behalf of Relief to any Governmental Authority or any Regulatory Authority as required in connection with the filing, application or request for Marketing Approval of the Product; provided, however, that reasonable measures shall be taken to assure confidential nature treatment of such information to the Confidential Information; andextent practicable and consistent with applicable Law;
(b) made in response to a valid order of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party's legal counsel, such disclosure is required by applicable Law, including, without limitation, disclosure requirements with the SIX Swiss Exchange (the "SIX") and the United States Securities and Exchange Commission ("SEC"), provided, however, that to the Disclosing extent practicable and not otherwise prohibited by applicable Law, the receiving Party provided shall first have given notice to the disclosing Party and given the disclosing Party (i) 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 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 (ii) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party, and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to the Receiving Party subject information which is legally required to be disclosed in response to such court or governmental order;
(c) made by or on behalf of Relief as may reasonably be necessary for the provisions purposes of a written confidentiality agreement.
3.2 The Receiving Party the registration and each Receiving Party Authorised Person pursuit of the Transferred IP, provided, however, that reasonable measures shall be entitled taken to disclose Confidential Information assure the confidential treatment of such information, to the extent that it such protection is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.available; or
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party (d) made in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested confidence by the Authority receiving party to its or relevant Crown Body its Affiliates' attorneys, auditors, advisers, consultants, or contractors who have a reasonable need to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRsknow.
Appears in 1 contract
Sources: Asset Purchase Agreement (NRX Pharmaceuticals, Inc.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is such disclosure is:
7.2.1. permitted with prior written consent of the disclosing Party;
7.2.2. in the reasonable opinion of the receiving Party’s legal counsel, required to do so by applicable law be disclosed pursuant to law, regulation (including regulations of securities exchange) or by made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that has jurisdiction over the Receiving receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible first have given prompt written notice (and if possible before to the court extent possible, [****]) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court to obtain a protective order or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is the Organisation, the Authority and any Crown Body advised by counsel is legally required to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any be disclosed;
7.2.3. made by or on behalf of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant receiving Party to the requirements of the FOIA Regulatory Authorities as required in connection with any filing, application or the EIRs;
4.1.3 to the extent the need request for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (Regulatory Approval in accordance with the Secretary terms of State for Constitutional Affairs’ Code this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information to the extent that it is permissible practicable and consistent with Applicable Law;
7.2.4. made by or on behalf of the receiving Party to a patent authority as may be reasonably practical necessary or useful for it to do so but (notwithstanding any other provision in this Agreement) the Authority purposes of obtaining, defending or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure enforcing a Patent in accordance with the FOIA terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.5. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the EIRs.
4.3 The Organisation receiving Party shall provide all necessary assistance remain responsible for any failure by such financial and cooperation legal advisors, to treat such Confidential Information as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations required under the FOIA and the EIRs.this ARTICLE 7; or
Appears in 1 contract
Sources: License Agreement (Bison Capital Acquisition Corp.)
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it such disclosure is required made pursuant to do so Section 8.4 or Section 8.5 or:
(a) is made to such Party’s Representatives only on a need-to-know basis and pursuant to written obligations of confidentiality and non-use with respect to such Confidential Information at least as protective as the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 8; provided that each Party shall be liable for all acts and omissions of its Representatives under this Article 8, and any breach by applicable law a Representative of a Party shall be deemed a breach by such Party.
(b) solely with respect to Disc’s development records maintained under Section 2.4, and Disc’s financial records maintained under Section 6.8, is made to an independent auditor in accordance with Section 6.9 or by Section 6.10;
(c) is made in response to a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial, or local governmental or regulatory body that has of competent jurisdiction over or, if in the Receiving Party or Receiving Party Authorised Personreasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided that Clause 4 (i) the receiving Party shall apply first have given notice to disclosures required under the FOIA disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or the EIRs.
3.3 Before making to obtain a disclosure pursuant to Clause 3.2, the Receiving Party protective order or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat confidential treatment requiring that the Confidential Information as confidential.
4.1 Where and documents that are the Disclosing Party is the Organisationsubject of such order be held in confidence by such court or agency; (ii) if disclosed, the Authority and any Crown Body to which such Confidential Information has been is used only for the purposes for which the order was issued; and (iii) the Confidential Information disclosed in accordance response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order. Without limiting the foregoing, with Clause 4.1.1, may disclose respect to any disclosures of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 Information pursuant to the requirements of a stock exchange in the FOIA Licensed Territory or the EIRsMabwell Territory (including the Shanghai Stock Exchange), in addition to complying with the foregoing requirements ((i) – (iii)), the Party disclosing such information pursuant to this Section 8.2(c) shall (x) provide to the other Party a copy of any proposed disclosure no later than [***] prior to its submission; and (y) incorporate all reasonable comments and proposed edits made by such other Party with respect to the redaction of information in such disclosure to protect such other Party’s Confidential Information;
4.1.3 (d) subject to Section 3.2(c), is 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 in accordance with this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information to the extent the need for disclosure arises for the purpose practicable and consistent with Applicable Law;
(e) subject to Section 7.2(e), is made by or on behalf of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing receiving Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, Patent authority as may be required under the FOIA reasonably necessary or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation useful for purposes of Prosecuting a Request for Information (Patent in accordance with the Secretary this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) such information, to the extent such protection is available; or
(f) is made by or on behalf of the receiving Party to potential or actual investors, lenders, investment bankers, acquirers, merger partners, or collaborators as may be necessary in connection with their evaluation of such potential or actual investment, loans, acquisition, or collaboration; provided that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body such Persons shall be responsible for determining in its absolute discretion whether any subject to written obligations of confidentiality and non-use with respect to such Confidential Information and/or any other Information is exempt from disclosure in accordance with substantially similar to the FOIA or obligations of confidentiality and non-use of the EIRsreceiving Party pursuant to this Article 8.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
(a) Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; PROVIDED, HOWEVER, that has jurisdiction over the Receiving 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 Receiving Party Authorised Personagency or, provided if disclosed, be used only for the purposes for which the order was issued; and PROVIDED FURTHER that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making if a disclosure pursuant to Clause 3.2order is not quashed or a protective order is not obtained, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Confidential Information disclosed in writing of the proposed disclosure as soon as possible (and if possible before the response to such court or other public body orders governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) business days prior to the receiving Party's disclosure of the Confidential InformationInformation pursuant to this Section 7.2(b); and;
3.3.2 ask (c) Made by the court receiving Party to the Regulatory Authorities or Patent authorities as required in connection with any filing, application or request for Regulatory Approval, Patent approval or other public body intellectual property protection; PROVIDED, HOWEVER, that reasonable measures shall be taken to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any assure confidential treatment of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 such information to the extent available;
(d) Made by Millennium or its Affiliates or sublicensees to Third Parties as may be necessary or useful in connection with the need for disclosure arises for the purpose Exploitation of the examination and certification of the accounts of the Authority any Licensed Product or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodiesDiagnostic Product, including subcontracting and sublicensing transactions in connection therewith;
(e) Upon a Reversion Termination, made by BZL or its Affiliates to Third Parties in connection with the Authority and other Crown BodiesExploitation of any Licensed Product or Diagnostic Product, may be required under the FOIA or the EIRs to disclose Informationas applicable, including Confidential Informationpermissible subcontracting and sublicensing transactions in connection therewith; or
(f) Upon an IP Reversion Termination in a country, without consulting made by BZL or obtaining consent from the Organisation. The Authority shall take reasonable steps its Affiliates to notify the Organisation of a Request for Information (Third Parties in accordance connection with the Secretary Exploitation of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is any Licensed Product or Diagnostic Product, as applicable, solely in such country, including permissible subcontracting and reasonably practical for it to do so but (notwithstanding any other provision sublicensing transactions in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsconnection therewith.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Development and License Agreement (Millennium Pharmaceuticals Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information only to those Representatives to whom it considers disclosure of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with to be essential for the Permitted PurposePurposes on a strictly need-to-know basis. The Receiving Party shall not disclose the Confidential Information to any of its Representatives until it has: (i) made the Representative aware of its confidential nature and this Agreement; and
3.1.2 have been informed and (ii) the Representative has either agreed in writing to keep such Confidential Information confidential or is generally under a professional obligation of confidentiality. Furthermore, the Receiving Party shall procure that none of its Representatives shall disclose or use Confidential Information other than as is permitted by this Agreement, so that any other use or disclosure of Confidential Information by any such Representative shall constitute a breach of this Agreement by the Receiving Party:
(a) . by any order of court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which it is bound to comply; or by the laws or regulations of any country with jurisdiction over the affairs of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over Party, in which event the Receiving Party or Receiving Party Authorised Personthe relevant Representative shall, to the extent legally permissible, obtain the Disclosing Party's prior written consent, which shall not be withheld unreasonably, for the manner of such disclosure; provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or the relevant Representative shall not be obliged so to obtain the Disclosing Party's consent if such disclosure is required before the Disclosing Party's approval can reasonably be obtained. The Receiving Party Authorised Person shall, if or the circumstances permit:
3.3.1 notify the Disclosing Party in writing relevant Representative shall furnish only that portion of Confidential Information that is legally required to be disclosed. Subject to applicable provisions of the proposed disclosure as soon as possible (and if possible before Companies Regulations, JSE Listings Requirements, Standard Bank may upon notification to Liberty, disclose to shareholders of Liberty, the court or other public body orders existence of this Agreement, the disclosure fact of the Confidential Information); and
3.3.2 ask the court or other public body Proposed Transaction and its salient terms in order to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises obtain their views on and/or support for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authorityProposed Transaction.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Non Disclosure Agreement
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information received from the other Party to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whothe extent that such disclosure is:
3.1.1 reasonably need 10.2.1 Made in response to receive a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and 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 law; 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 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 disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
10.2.2 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval permitted hereunder; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
10.2.3 Made by the receiving Party or its Affiliates or sublicensees to Third Parties as may be necessary or useful in connection with the Permitted Purposeperformance of its obligations or exercise of its rights as contemplated by this Agreement, including any permitted subcontracting and sublicensing transactions in connection therewith; andprovided, however, that such disclosure may be made only to such Persons as are subject to written obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party set forth in this Article X; or
3.1.2 have been informed 10.2.4 Made by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing receiving Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is as otherwise required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Personcomply with Applicable Law, including any disclosures required under securities laws, provided that Clause 4 shall apply the receiving Party provides written notice of such disclosure to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving disclosing Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as reasonably possible (and if possible before takes reasonable and lawful actions to avoid and/or minimize the court or other public body orders the disclosure degree of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidentialsuch disclosure.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Exclusive License Agreement (Electro Optical Sciences Inc /Ny)
Permitted Disclosures. 3.1 The Receiving 8.2.1 Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
(a) made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public body competent authority; provided, however, that has jurisdiction over the Receiving Party has first given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or Receiving Party Authorised Personobtain 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 authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further that Clause 4 if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall apply be limited to disclosures that information that is legally required under the FOIA to be disclosed in response to such court or the EIRs.governmental order;
3.3 Before making a disclosure pursuant to Clause 3.2, (b) made by the Receiving Party to a Regulatory Authority as may be necessary or relevant useful in connection with any filing, application or request for a Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
(c) made by the Receiving Party Authorised Person shallto a patent authority as may be necessary or useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Articles 6 and 7); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
(d) otherwise required by law; provided, however, that the Receiving Party shall (i) provide the Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure to the extent practicable, (ii) if requested by the circumstances permit:
3.3.1 notify Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent reasonably available in accordance with applicable law, and (iii) use good faith efforts to consider the comments of the Disclosing Party in writing any such disclosure or request for confidential treatment; or
(e) made by either Party or its Affiliates to Third Parties under obligations of the proposed disclosure confidentiality as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA necessary or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation useful in connection with commercial activities of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRssuch Party.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Party may disclose the Confidential Information of the Disclosing Party in the following instances:
10.3.1 in order to comply with Applicable Law (including any securities law or regulation or the rules of a securities exchange) or with a legal or administrative proceeding; provided that (a) to the extent legally permitted, Receiving Party gives written notice of such required disclosure to Disclosing Party prior to disclosing such Confidential Information and (b) Disclosing Party shall have the opportunity to take appropriate measures to assure confidential treatment of such Confidential Information to those of its directors, officers, employees, consultants the extent practicable and professional advisers consistent with Applicable Law and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 agrees to reasonably need to receive cooperate with the Confidential Information Disclosing Party in connection with such measures at Disclosing Party’s expense;
10.3.2 in connection with (a) prosecuting or defending litigation or (b) obtaining Regulatory Approval, making other regulatory filings and communications, and filing, prosecuting, enforcing, and defending patent rights, in each case, in connection with Receiving Party’s rights and obligations pursuant to this Agreement; provided, however, that, where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any such disclosure sufficiently prior to making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the Permitted Purposeconfidentiality of the information to be disclosed; and
3.1.2 have 10.3.3 with respect to the terms of this Agreement, after having been informed reasonably redacted by the Receiving Party:
(a) , to the extent such disclosure is reasonably required, to a bona fide potential licensee, investor, investment banker, acquirer, merger partner or other potential financial partner, and their respective attorneys, professional advisors and agents; provided that each such Person to whom such information is to be disclosed is informed of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of such information and has entered into a written confidentiality agreement.
3.2 The Receiving agreement with the Party and each Receiving Party Authorised requiring such Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as keep such information confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Party Each party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required such disclosure is:
(a) Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction; provided, however, that has jurisdiction over the Receiving Party 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 Receiving Party Authorised Personagency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making if a disclosure pursuant to Clause 3.2order is not quashed or a protective order is not obtained, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Confidential Information disclosed in writing of the proposed disclosure as soon as possible (and if possible before the response to such court or other public body orders governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing party, which shall be provided to the disclosing party at least two (2) business days prior to the receiving party's disclosure of the Confidential InformationInformation pursuant to this Section 7.3(b);
(c) Made by the receiving party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; andprovided, however, that reasonable measures shall be taken to assure confidential treatment of such information; or
3.3.2 ask (d) Made by ZYCOS or its Affiliates or sublicensees to Third Parties as may be necessary or useful in connection with the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any Exploitation of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodiesProducts as contemplated by this Agreement, including the Authority subcontracting and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (sublicensing transactions in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsconnection therewith.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Permitted Disclosures. 3.1 The Receiving Each Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose or Emergent Confidential Information to the extent that it is required such disclosure is:
(a) Made in response to do so by applicable law or by a valid order of a court of competent jurisdiction or other public supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that has jurisdiction over the Receiving receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, 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 Receiving Party Authorised Personagency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.
3.3 Before making if a disclosure pursuant to Clause 3.2order is not quashed or a protective order is not obtained, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party Confidential Information disclosed in writing of the proposed disclosure as soon as possible (and if possible before the response to such court or other public body orders governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) business days prior to the receiving Party’s disclosure of the Confidential InformationInformation pursuant to this Section 4.2(b);
(c) Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; andprovided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
3.3.2 ask the court (d) Made by Emergent to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators; investment bankers; existing or potential investors, venture capital firms or other public body financial institutions for purposes of obtaining financing; each of whom prior to treat the Confidential Information as confidential.disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article IV;
4.1 Where the Disclosing Party is the Organisation, the Authority and (e) Made by HPA to potential investors in any Crown Body spin-off entity to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 HPA intends to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant transfer its business relating to the requirements of Development Program (as defined in the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1BT Development Agreement) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the Exploitation of Licensed Products and HPA Products, each of whom prior to disclosure is being made must be bound by obligations of confidentiality and non-use at least equivalent in scope to a relevant investigating those set forth in this Article IV; or
(f) Made by Emergent or enforcement authority.
4.2 The Organisation acknowledges that public bodiesits Affiliates or Sublicensees to Third Parties as may be necessary or reasonably useful in connection with the Exploitation of any Licensed Product, including the Authority subcontracting and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (sublicensing transactions in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsconnection therewith.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 1 contract
Sources: Bt Vaccine License Agreement (Emergent BioSolutions Inc.)
Permitted Disclosures. 3.1 The Receiving Notwithstanding anything to the contrary contained in this Agreement, each Party may will be permitted to disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) whoreceived from the other Party:
3.1.1 reasonably need 10.2.1 where in the reasonable and unqualified opinion of the receiving Party’s legal counsel, disclosure is required to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partybe made under:
(a) the securities laws of any relevant jurisdiction, including the confidential nature receiving Party’s jurisdiction of incorporation or a jurisdiction in which the Confidential Informationreceiving Party’s securities are traded on a stock exchange; andor
(b) that such disclosure is required to be made by the Disclosing receiving Party or its Representatives under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by an administrative body or government authority; provided that:
(c) the Confidential Information receiving Party shall immediately notify the disclosing Party prior to any such disclosure and the Receiving disclosing Party subject shall have been given the opportunity where possible to oppose such disclosure by the receiving Party by seeking a protective order or other appropriate remedy, or to waive compliance with the provisions of a written confidentiality agreementthis Agreement;
(d) the receiving Party or its Representatives, as the case may be, shall disclose only that portion of the information legally required to be disclosed, and INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to (e) the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving receiving Party or Receiving its Representatives, as the case may be, will exercise all reasonable efforts to maintain the confidential treatment of the information; and
10.2.2 to Third Party Authorised Personcontractors or collaborators to facilitate or carry out the Parties’ performance of their respective activities under this Agreement, provided that Clause 4 shall apply to disclosures required under such Third Parties enter into an agreement with such Party which contains confidentiality provisions substantially the FOIA or the EIRssame as those set forth herein.
3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
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Permitted Disclosures. 3.1 The Notwithstanding the provisions of Section 8.1 or Section 8.2, the Receiving Party may disclose Confidential Information of the Disclosing Party, and Arena may disclose and use Product Information, as expressly permitted by this Agreement or if and to those of its directors, officers, employees, consultants and professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 the extent such disclosure is reasonably need to receive necessary or useful in the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Partyfollowing instances:
(a) the performance by the Receiving Party of its obligations or exercise of its rights as contemplated by this Agreement; provided, that wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8;
(b) filing or prosecuting Patents as permitted by this Agreement;
(c) seeking, obtaining or maintaining any Regulatory Approval as permitted by this Agreement; provided, that the Receiving Party shall take reasonable measures to assure confidential nature treatment of such Confidential Information, to the extent such treatment is available;
(d) prosecuting or defending litigation with respect to a Party or its Affiliates, and (i) with respect to Arena, the Arena ex-Territory Distributors, and (ii) with respect to Eisai, Sub-distributors and Co-Promotion Partners, as permitted by this Agreement;
(e) complying with Applicable Laws;
(f) disclosure to Third Parties in connection with due diligence or similar investigations by or on behalf of a Third Party in connection with a potential marketing, distribution or supply agreement with, or license to, or collaboration with such Third Party (including as to Arena a potential Arena ex-Territory Distributor and as to Eisai a potential Sub-distributor) or a potential merger or acquisition by such Third Party, or in connection with performance of any such license, collaboration or merger agreement, 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 obligations of confidentiality and non-use substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8;
(g) with respect to Arena, disclosure of any Eisai Know-How as necessary or reasonable in connection with the use of such Eisai Know-How outside the Territory by Arena, its Affiliates and the Arena ex-Territory Distributors as agreed to by the Parties pursuant to Section 5.8; provided, that wherever reasonable and practicable in the circumstances the recipient of any such Confidential InformationInformation shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8;
(h) with respect to Eisai, disclosure of any Program Know-How in connection with the exercise of its rights under Section 5.7(b); and
(bi) that the Disclosing Party provided the Confidential with respect to Arena, disclosure of any Product Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information Arena ex-Territory Distributors to the extent reasonably necessary or useful for the development of Compound Products and Related Products for outside the Territory or the commercialization of Compound Products and Related Products outside the Territory; provided, that it is required wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to do so by applicable law or by order reasonable and customary obligations of a court or other public body that has jurisdiction over confidentiality with respect to such Confidential Information. Notwithstanding the foregoing, in the event the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply a Recipient is required to disclosures required under the FOIA or the EIRs.
3.3 Before making make a disclosure of the Disclosing Party’s Confidential Information pursuant to Clause 3.2Section 8.4(d) or Section 8.4(e) to comply with a subpoena or other legal order, the Receiving Party or relevant Receiving Party Authorised Person it shall, if the circumstances permit:
3.3.1 notify except where impracticable, give reasonable advance notice to the Disclosing Party in writing of such disclosure and give the proposed disclosure as soon as possible (Disclosing Party a reasonable opportunity to quash such subpoena or order and if possible before the court or other public body orders the disclosure of the Confidential Information); and
3.3.2 ask the court or other public body to treat obtain a protective order requiring that the Confidential Information as confidential.
4.1 Where and documents that are the subject of such subpoena or order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which such subpoena or order was issued; and provided, further, that if such subpoena or order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such subpoena or order shall be limited to the Disclosing Party is the Organisation, the Authority and any Crown Body to which Party’s Confidential Information has been that is legally required to be disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 response to another Crown Body provided that the Authority such subpoena or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant order and shall still be subject to the requirements of the FOIA or the EIRs;
4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice restrictions on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision use set forth in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRsArticle 8.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
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Sources: Marketing and Supply Agreement (Arena Pharmaceuticals Inc)