Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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; 9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 3 contracts
Sources: Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Viropharma Inc)
Permitted Disclosures. (a) Each Party may disclose Confidential Information received from the other Party to Third Parties having a need to know the extent that such disclosure is:
9.3.1. Made in response to Confidential Information for 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 legitimate business purpose of the 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 legal counselConfidential Information is disclosed, such disclosure 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 otherwise 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 law; a valid court order to be disclosed, provided, however, that the receiving Party shall first have given has provided prompt written notice to the disclosing Party and given the disclosing Party Party, made a reasonable opportunity to quash such order and effort to obtain a protective or other order requiring that maintaining the confidentiality of disclosing Party’s Confidential Information Information, and documents that are taken reasonable steps to enable 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 disclosing Party to seek a protective order is not obtained, the 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 disclosed shall constitute a permitted disclosure.
(b) Notwithstanding anything to the contrary in response to such court or governmental order this Agreement, including, without limitation the terms and conditions included in Sections 9.1 through 9.4 (a), (i) a Party shall be limited entitled to that disclose to end users of products and services any non-confidential technical, scientific and other information which is legally required reasonably necessary for the end user to be disclosed 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 response to such court or governmental order;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; providedprospectus, howeveroffering, 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 Partymemorandum, 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 be necessary document or useful in connection filing required by applicable securities laws or other applicable law or regulation. (c) Each Party shall provide the other Party with the Manufacture reasonable advance written notice of any other press release or Exploitation other public disclosure 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, howeverthat 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 such Persons it is required to file a copy of this Agreement or any portion of this Agreement with the SEC or any other securities regulatory agency or authority, the Parties shall confer and determine which portions, if any, of this Agreement should be subject to obligations of confidentiality an application requesting confidential treatment, and non-use with respect a Party shall file this Agreement or any relevant portion subject to such Confidential Information substantially similar to application in accordance with the obligations of confidentiality applicable rules and non-use regulations of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure by its sublicensees SEC or its such other agency 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9authority; provided, howeverthat any portion of this Agreement that is initially redacted from such filing under such application may be filed in its entirety and otherwise disclosed in a registration statement, that INS shall make no such disclosure to a Competitorprospectus, without obtaining ViroPharma’s prior consent in writingor report if so required by the SEC or other agency or authority.
Appears in 3 contracts
Sources: Cross License Agreement (Biotime Inc), Cross License Agreement (Biotime Inc), Cross License Agreement (Asterias Biotherapeutics, Inc.)
Permitted Disclosures. Each (A) Notwithstanding the terms of this Section 12, either Party may shall be permitted to disclose Confidential Information the existence and terms of this Agreement and the conduct of the Collaboration under this Agreement, to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-nationalrequired, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving such Party’s legal counsel, such disclosure is otherwise required to comply with applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by law; provided, however, that the receiving United States Securities and Exchange Commission or any other governmental agency. The disclosing Party shall first have given notice take reasonable and lawful actions to avoid and/or minimize the disclosing degree of such disclosure.
(B) Either Party may also disclose the existence and given the disclosing Party a reasonable opportunity terms of this Agreement to quash such order its attorneys and advisors, 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 orpotential acquirors, 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation a potential acquisition or other change of control transaction and to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment existing and potential investors or lenders 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 as a part of their due diligence investigations, or its or their respective Affiliates to its or their respective attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or potential licensees or other Third Parties as may be necessary or useful to permitted assignees in connection with each case under an agreement to keep the Manufacture or Exploitation terms 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 Agreement confidential under terms of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations terms contained in this Agreement and to use such confidential information solely for the purpose of the 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 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 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 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 receiving Party to existing or 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 obligations of confidentiality terms contained in this Agreement and non-to use such confidential information solely for the purpose of the receiving Party pursuant contemplated transaction, provided that prior to the disclosure of the terms of this Article 9; providedAgreement in connection with any Licensing Transaction, howeverMacroGenics shall redact in any written summary or copy of this Agreement, that INS all financial terms of this Agreement, in a manner substantially consistent with a form provided to Green Cross by MacroGenics on or before the Effective Date. The transactions described in Section 12.3(d)(ii)(B) shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingnot be deemed Licensing Transactions for purposes of this Section 12.3(d)(ii)(C).
Appears in 3 contracts
Sources: Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc)
Permitted Disclosures. Each (a) A Party may disclose Confidential Transaction Information or Evaluation Material to its Affiliates or its or its Affiliates’ Representatives for the purpose of assisting the Party in its evaluation, pursuit and implementation of a Transaction so long as the Party causes its Affiliates or its or its Affiliates’ Representatives to treat the Transaction Information or Evaluation Material in a confidential manner and as provided in this Section 4.3.
(b) In the event that a Party or any of its Representatives or Affiliates are required to disclose any Transaction Information or Evaluation Material by law or in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, it will provide the other Parties with prompt and, to the extent that legally permissible and reasonably practicable, prior notice of such requirement(s). Each Party also agrees, to the extent legally permissible and reasonably practicable, to provide the other Parties, in advance of any such disclosure, with a list of any Transaction Information or Evaluation Material it intends to disclose (and, if applicable, the text of the disclosure is:
9.3.1language itself) and to reasonably cooperate with the other Parties to the extent the other Parties may seek to limit such disclosure, including, if requested, taking all reasonable steps, at the sole expense of the Party seeking to limit such disclosure, to resist or avoid any such judicial or administrative proceedings referred to above. Made If and to the extent, in response to a valid order the absence of a court protective order or the receipt of competent jurisdiction or a waiver from the other supra-nationalParties after a request in writing therefor is made by the Party (such request to be made as soon as practicable to allow the other Parties a reasonable amount of time to respond thereto), 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 law; provided, however, that the receiving Party shall first have given notice to the disclosing Party and given or its Representatives or its respective Affiliates are legally required to disclose Transaction Information or Evaluation Material to any tribunal or regulatory examiner to avoid censure or penalty, the disclosing Party a reasonable opportunity to quash will limit 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 and will use reasonable efforts 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 any filing in relation to a Regulatory Authorization; provided, however, obtain assurances that reasonable measures shall be taken to assure confidential treatment of will be accorded to any Transaction Information or Evaluation Material that the disclosing Party is so required to disclose, and thereafter it may disclose 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 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 substantially similar to the obligations of confidentiality and non-use 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 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)information without liability hereunder.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 3 contracts
Sources: Interim Investors Agreement (iKang Healthcare Group, Inc.), Interim Investors Agreement (Top Fortune Win Ltd.), Interim Investors Agreement (Zhang Lee Ligang)
Permitted Disclosures. Each 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 such disclosure is:
9.3.1. Made in response it is required to a valid do so by applicable law or by order of a court of competent jurisdiction or other supra-nationalpublic body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, federalprovided 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, national, regional, state, provincial the Receiving Party or local governmental or regulatory body of competent jurisdiction orrelevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in the reasonable opinion writing of the receiving Party’s legal counsel, such proposed disclosure is otherwise required by lawas soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); provided, however, that and
3.3.2 ask the receiving Party shall first have given notice court or other public body to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that treat the Confidential Information and documents that are as confidential.
4.1 Where the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for Disclosing Party is 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 obtainedOrganisation, the Authority and any Crown Body to which Confidential Information has been disclosed in response accordance with Clause 4.1.1, may disclose any of the Confidential Information:
4.1.1 to such court another Crown Body provided that the Authority or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental orderrelevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 substantially similar to the obligations of confidentiality and non-use of the receiving Party 4.1.2 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 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)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.
9.3.44.2 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. Made 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 receiving Party Authority or relevant Crown Body to existing enable the Authority or 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 relevant Crown Body to disclosure must be bound by comply with its obligations of confidentiality under the FOIA 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; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingEIRs.
Appears in 3 contracts
Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
Permitted Disclosures. Each Party (or the Party specifically named therein) may disclose Confidential Information to the extent that such disclosure is:
9.3.17.2.1. Made in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or and local governmental or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion including by reason of the receiving Party’s legal counselfiling with securities regulators, such disclosure is otherwise required by lawsecurities exchanges or securities listing organizations but subject to Section 7.4; provided, however, 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 (for example, quash such order and or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be he held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; and provided further ). In the event that if a disclosure order is not quashed or a no protective order or other remedy is not obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed;
9.3.27.2.2. Made made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing the Development of a Licensed Compound in relation the Lead Indication pursuant to the Development Plan and Budget 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 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 Regulatory Authorizationpatent 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;
9.3.37.2.4. Made 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 7;
7.2.5. 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, contractorsclinicians, existing or prospective collaboration partners or licensees or other Third Parties vendors, service providers, contractors as may 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 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 97; 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 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).or
9.3.47.2.6. Made made by the receiving Party or its Affiliates to existing any actual or potential acquirers investor or merger candidatesacquiror (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; investment bankers; or existing or potential investorsprovided, venture capital firms or other financial institutions or investors for purposes of obtaining financinghowever, each of whom prior that such persons shall be subject to disclosure must be bound by 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; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing7.
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. Each receiving Party may disclose agrees to take at least those measures that it employs to protect its own confidential information of a similar nature (in no event less than reasonable care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the disclosing Party, including without limitation, (i) institute and maintain security procedures to identify and account for all copies of Confidential Information of the disclosing Party and (ii) limit disclosure of the disclosing Party’s Confidential Information to the extent its Affiliates in Agreed Countries and each of its and their respective officers, directors, employees, agents, consultants, advisors, and independent contractors, actual or potential acquirers, distributors having exclusive rights to distribute and market Products in one or more countries (or to other distributors, provided such disclosure is pursuant to a three-way confidentiality agreement with CLIENT and LONZA) and licensees, and others having a need to know such Confidential Information for purposes of this Agreement (“Permitted Recipients”); provided that such persons or entities are informed of the terms of this Agreement and are subject to written obligations of confidentiality, non-disclosure is:
9.3.1. Made in response to a valid order and non-use (which written obligations shall include confidentiality agreements executed by employees as part 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 such employees’ employment with the receiving Party’s legal counsel) no less restrictive in scope than those set forth herein and for a reasonable time period, which period shall with respect to any technical information regarding manufacture be (a) at least five (5) years from the disclosure of the Confidential Information to such persons or entities in the case of actual or potential acquirers, distributors having exclusive rights to distribute and market Products in one or more countries and licensees, and (b) at least ten (10) years from the disclosure is otherwise required by lawof the Confidential Information to such persons or entities in other cases; provided, however, and provided further that the receiving Party shall first be fully liable for any and all breaches by its Permitted Recipients. Each Party shall have given notice the right to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that disclose the Confidential Information of the other Party in its regulatory filings 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;
9.3.2. Made by the receiving Party to the other communications with Regulatory Authorities as required in connection with any 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 be necessary or useful in connection with the Manufacture or Exploitation manufacture, development and/or commercialization of the Licensed Products or Products, and 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 substantially similar Section 12.5 below, if applicable) to the obligations extent reasonably necessary to comply with Applicable Law, including securities laws, regulations or guidance, or with applicable rules of confidentiality and non-use 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 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)a public stock exchange.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 3 contracts
Sources: Manufacturing Services Agreement, Manufacturing Services Agreement (Mesoblast LTD), Manufacturing Services Agreement (Mesoblast LTD)
Permitted Disclosures. Each Party may disclose Confidential Information The confidentiality obligations contained in Section 7.1 of this Agreement shall not apply to the extent that such disclosure is:
9.3.1. Made in response (a) any receiving Party (the “Recipient”) is required (i) to disclose information by law, order or regulation of a valid order of governmental agency or a court of competent jurisdiction jurisdiction, or other supra-national, federal, national, regional, state, provincial or local (ii) to disclose information to any 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 financingapproval to test or market a Product, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information substantially similar provided in either case that the Recipient shall provide written notice thereof to the obligations other Parties and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to the Recipient, or thereafter became public knowledge, other than as a Competitorresult of actions or inaction of the 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 to the Recipient by any other Party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to any other Party, or (iv) the disclosed information was independently developed by Recipient without obtaining ViroPharma’s prior consent use of any Confidential Information of the disclosing Party.
7.2.1 Each Party acknowledges that the other Party has certain time-critical reporting obligations by virtue of its status as a public corporation and agrees to cooperate in writingpreparation of a joint press release regarding the execution and general terms of this Agreement to be issued concurrently with a Form 8-K report that must be filed with the SEC by each Party within four (4) business days of the Effective Date. The Parties further agree that once they have mutually agreed upon descriptive language that describes the material terms of this Agreement, either Party may continue to use such descriptive language in its future SEC filings or other investor communications so long as such future communications are not materially different than what was previously agreed upon.
Appears in 3 contracts
Sources: Master License Agreement, Master License Agreement (Health Discovery Corp), Master License Agreement (Neogenomics Inc)
Permitted Disclosures. Each Party may disclose Confidential Information belonging to the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; providedreasonably necessary in the following instances:
(a) disclosure to governmental or other regulatory agencies in order to obtain patents on Prior Technology, howeverCollaboration Technology, that the receiving Party shall first have given notice 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 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 extent permitted by this Agreement; provided), however, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations;
(b) complying with applicable court orders or governmental regulations;
(c) disclosure by Merck to Related Parties for the sole purpose of conducting development and/or commercialization of Collaboration Compounds and Products in accordance with the terms and conditions of this Agreement on the condition that such Persons shall Related Parties agree to be subject to obligations of bound by confidentiality and non-use with respect obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Confidential Information substantially similar Related Parties shall be no less than ten (10) years; or
(d) disclosure to consultants, agents or other Third Parties solely to the obligations 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 such Third 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 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 non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party pursuant an opportunity to this Article 9; provided further challenge or limit the disclosure obligations. Information that each Party is disclosed by judicial or administrative process 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 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 otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of this Article 4, and the Party disclosing Information substantially similar to the obligations of confidentiality and non-use of the receiving Party 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 Article 9; providedAgreement and the Research Plan, howevertogether with schedules or other attachments attached thereto, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent be redacted in writingany filings made by the Metabasis with the Securities and Exchange Commission or as otherwise required by law.
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. (a) Each Party hereto may disclose the other’s Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required by law; providedto make any such disclosure of another Party’s Confidential Information, however, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure, 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 will use its commercially reasonable best efforts 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 any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;information prior to its disclosure (whether through protective orders or otherwise). In no event shall Sandoz, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Clause 18. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Sandoz Confidential Information in any patent application without written consent from Sandoz, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Clause 18.
9.3.3. Made by (b) Notwithstanding anything in this Agreement or in any other agreement to the receiving contrary, each Party to its sublicensees or its or their respective Affiliates or by the receiving Partythis Agreement (and each employee, its sublicensees or its or their respective Affiliates to its or their respective attorneysrepresentative, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be necessary or useful executed in connection with the Manufacture or Exploitation herewith, as of the Licensed Products or otherwise in connection with earlier of (a) the performance date of its obligations or exercise public announcement of its rights as discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such Persons disclosure shall be subject prohibited to obligations the extent required to comply with any applicable federal or state securities laws; and provided further that the confidentiality provisions of this Agreement and the other agreements and instruments relating to the transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, without limitation, the names and other identifying details of any Party to this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Internal Revenue Code (the “Code”) and non-use shall be construed in a manner consistent with such purpose. Each Party recognizes that the privilege each has with respect to the confidentiality of the transaction contemplated by this Agreement or the confidentiality of a communication relating to such Confidential Information substantially similar transaction, including a confidential communication with its attorney or with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing.
(c) Sandoz and its Affiliates hereby agree to be parties to the obligations Confidentiality Agreement described in Clause 1(1) as of confidentiality and non-use 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 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)effective date.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (Unigene Laboratories Inc), License Agreement (Unigene Laboratories Inc)
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 substantially similar to Notwithstanding the obligations of confidentiality and non-use of the set forth above, a receiving Party pursuant may provide Confidential Information disclosed to it, and disclose the existence and terms of this Article 9; provided further that each Party shall remain responsible for any failure by Agreement, as may be reasonably required in order to perform its sublicensees or obligations and to exploit its or rights under this Agreement, and specifically to (a) Related Parties, and their respective Affiliatesemployees, attorneysdirectors, auditors, advisorsagents, consultants, contractors, existing or prospective collaboration partners or licensees advisors or other Third Parties for the performance of its obligations hereunder (or for such entities to treat determine their interest in performing such activities) in accordance with this Agreement in each case, who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 9; (b) governmental or other Regulatory Authorities in order to obtain patents or perform its obligations or exploit its rights under this Agreement; provided that such Confidential Information as shall be disclosed only to the extent reasonably necessary to do so, (c) the extent required under this Article 9 by Law, including by 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 or listing entity, (as if such d) any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective licensee, sublicensees, Affiliatescollaborators or strategic partners and to consultants and advisors of such Party, attorneysin each case, auditors, advisors, consultants, contractors, existing who are under an obligation or prospective collaboration partners or licensees confidentiality with respect to such information that is no less stringent than the terms of this Section 9 and other (e) to Third Parties were Parties directly bound to the requirements extent a Party is required to do so pursuant to the terms of an Existing Summit In-License. If a Party is required by Law to disclose Confidential Information that is subject to the non-disclosure provisions of this Article Section 9).
9.3.4, then 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. Made Confidential Information that is required to be disclosed by Law shall remain otherwise subject to the receiving Party to existing or 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 provisions of this Section 9. If either Party concludes that a copy of this Agreement must be filed with respect the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, then such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such Confidential Information substantially similar proposed redactions and to suggest additional redactions and will take such Party’s reasonable comments into consideration before filing the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingAgreement.
Appears in 2 contracts
Sources: License and Collaboration Agreement (Sarepta Therapeutics, Inc.), License and Collaboration Agreement (Summit Therapeutics PLC)
Permitted Disclosures. Each
4.1 The Receiving Party may disclose Confidential Information:
(a) to its Representatives that need to know the Confidential Information for the Purposes and subject to section 8.2 of this Contract, to the extent that such disclosure is:Commission in connection with the Complaint;
9.3.1. Made (b) to anyone the Disclosing Party has agreed in response writing may receive the Confidential Information;
(c) in the case of NorthPoint, to a valid order person entitled to such information pursuant to The Freedom of a court Information and Protection of competent jurisdiction or other supra-nationalPrivacy Act (Saskatchewan), 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 law; provided, however, provided that the receiving Party shall first have given NorthPoint gives written notice to the disclosing Disclosing Party prior to such disclosure and given an opportunity, at the disclosing Disclosing Party’s expense, to take legal steps to resist or narrow such request;
(d) in the case of Manitoba Hydro, to a 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 a reasonable opportunity prior to quash such order disclosure and an opportunity, at the Disclosing Party’s expense, to obtain a protective order requiring that take legal steps to resist or narrow 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 and documents that are the subject of such order be held in confidence as it is advised 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 legal counsel is legally required to be disclosed in response disclosed; and (iii) the Receiving Party takes reasonable steps to such court or governmental order;
9.3.2. Made by the receiving Party obtain assurances that confidential treatment will be afforded to the Regulatory Authorities as required in connection with any filing in relation Confidential Information disclosed.
4.2 The Receiving Party shall cause each Representative to a Regulatory Authorization; providedhold Confidential Information under the same, howeveror substantially similar, 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 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 imposed by this Contract. The Receiving Party agrees and non-use with respect represents that it has adopted reasonable policies and procedures to such protect its own confidential and proprietary information from disclosure, and Receiving Party will protect any Confidential Information substantially disclosed to it by the Disclosing Party with at least the same degree of care as it uses to protect its own confidential and proprietary information of a similar type, 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 obligations Confidential Information, the reason such access was required as it relates to the Purpose. Within 5 business days of confidentiality and non-use receipt of a written request from the receiving Party pursuant to this Article 9; provided further that each Disclosing Party, the Receiving 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 provide this list to treat such the Disclosing Party.
4.3 The Receiving Party shall be liable to the Disclosing Party if the Disclosing Party’s Confidential Information as required is dealt with by the Receiving Party’s Representatives or any other person receiving Confidential Information from the Receiving Party in a manner that is not in accordance with the obligations imposed upon the Receiving Party 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)Contract.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement
Permitted Disclosures. Each Notwithstanding the provisions of Section 9.1, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent that such disclosure isis reasonably necessary in the following instances:
9.3.1. Made in response (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 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 counseldirectors, officers, employees, consultants, advisors and agents, and 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 to satisfy its obligations under this Agreement; and
(e) 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 foregoing, in the event a Party 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 other Party of such disclosure is otherwise required by lawand 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 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 any 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 so 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 still be subject to obligations of confidentiality and non-the restrictions on use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to set forth in this Article 9; provided further that each Party shall remain responsible for . In any failure by its sublicensees or its or their respective Affiliatesevent, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third the Parties agree to treat such take all reasonable action to avoid disclosure of Confidential Information as required under hereunder. [ * ] = Certain confidential information contained in this Article 9 (as if such sublicenseesdocument, Affiliatesmarked by brackets, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees is filed with the Securities and other Third Parties were Parties directly bound Exchange Commission pursuant to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use Rule 24b-2 of the receiving Party pursuant to this Article 9; providedSecurities Exchange Act of 1934, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingas amended.
Appears in 2 contracts
Sources: License and Supply Agreement (Alexza Pharmaceuticals Inc.), License and Supply Agreement (Alexza Pharmaceuticals Inc.)
Permitted Disclosures. Each Notwithstanding the provisions of Section 10.1 above and subject to Sections 10.3 and 10.4 below, each Party may use and disclose the other Party’s Confidential Information as follows: (a) under appropriate confidentiality obligations substantially equivalent to those in this Agreement, to its Affiliates, licensees, permitted Sublicensees, contractors and any other Third Parties to the extent that such use and/or disclosure is:
9.3.1. Made in response is necessary or reasonably useful to a valid order of a court of competent jurisdiction perform its obligations or other supra-nationalto exercise the rights granted to it, federalor reserved by it, nationalunder this Agreement (including to grant licenses or permitted Sublicenses hereunder, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if and in the reasonable opinion case of La Jolla, to develop, manufacture and commercialize Products for use in the receiving Party’s legal counsel, Asia-Pacific Territory); or (b) to the extent such disclosure is otherwise reasonably necessary in filing or prosecuting intellectual property applications, complying with the terms of licenses from Third Parties, prosecuting or defending litigation, complying with applicable governmental laws or regulations, obtaining Marketing Approval, conducting clinical trials hereunder with respect to a Product, or submitting information to tax or other governmental authorities. If a Party is required by law; providedlaw or regulations (including securities laws, howeverregulations or guidances) to make any such disclosure of the other Party’s Confidential Information, that to the receiving Party shall first have given extent it may legally do so, it will give reasonable advance notice to the disclosing other 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 ordisclosure requirement and, 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;
9.3.2. Made by the receiving Party save to the Regulatory Authorities as required extent inappropriate in connection with any filing in relation the case of patent applications or otherwise, will use its good faith efforts to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3. Made by the receiving Party Confidential Information prior to its sublicensees disclosure (whether through protective orders or its or their respective Affiliates or by otherwise). For any other disclosures of the receiving other Party’s Confidential Information, its sublicensees or its or their respective Affiliates including to its or their respective attorneysAffiliates, auditorslicensees, advisorspermitted Sublicensees, consultants, contractors, existing or prospective collaboration partners or licensees or contractors and other Third Parties as may 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; providedParties, 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 9; provided further that each a Party shall remain responsible for any failure ensure that the recipient thereof is bound 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 a written confidentiality agreement as materially protective of such Confidential 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)10.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Development and Commercialization Agreement (Biomarin Pharmaceutical Inc), Development and Commercialization Agreement (La Jolla Pharmaceutical Co)
Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
(a) filing or prosecuting by law; providedIceCure of its Patents;
(b) prosecuting or defending litigation as permitted by this Agreement (solely to non sensitive information);
(c) complying with applicable court orders, 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 governmental regulations 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 applicable subpoenas or a protective order is not obtained, the Confidential Information disclosed in response to such court or reasonable requests issued by 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 any filing authorities in relation to a Regulatory Authorization; providedcompliance with the FCPA, however, that reasonable measures shall be taken to assure confidential treatment of such informationExport Control Laws and other Applicable Laws;
9.3.3. Made by (d) in the receiving Party case of Terumo, disclosure under terms of confidentiality no less stringent than under this Agreement to Sub-Distributors and subject to Article __ above;
(e) in the case of IceCure, disclosure under terms of confidentiality no less stringent than under this Agreement to potential or actual IceCure ex-Territory Distributors;
(f) disclosure to its sublicensees or and its or their respective Affiliates or by the receiving PartyAffiliates’ contractors, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisors, employees and consultants, contractorsin each case who need to know such information for filing for, existing or prospective collaboration partners or licensees or other obtaining and maintaining Regulatory Approvals and commercialization of Product in the Territory in accordance with this Agreement (or, in the case of disclosures by IceCure, who need to know such information for the development, manufacture and commercialization of the Product), on the condition that any such Third Parties as may agrees in writing to 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 bound 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
(g) disclosure of the receiving Party pursuant Agreement (no other information) to this Article 9; provided further that each Party shall remain responsible for any failure Third Parties in connection with due diligence or similar investigations by its sublicensees or its or their respective Affiliatessuch Third Parties, attorneys, auditors, advisors, consultants, contractors, existing and disclosure to current or prospective collaboration partners or licensees or other Third Parties to treat such Confidential Information as required under this Article 9 (as if such investors, lenders, sublicensees, Affiliatescollaborative partners, attorneysacquirers, auditorsmerger partners, or providers of financing and their advisors; provided, consultantsin each case, contractors, existing or prospective collaboration partners or licensees and other that any such Third Parties were Parties directly bound Party agrees to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; providedSection 8.3(b) or (c), howeverit will, that INS shall make no except where impracticable, give reasonable advance notice to the other Party of such disclosure and use efforts to a Competitorsecure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, without obtaining ViroPharma’s prior consent but in writingno event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.
Appears in 2 contracts
Sources: Distribution Agreement (IceCure Medical Ltd.), Distribution Agreement (IceCure Medical Ltd.)
Permitted Disclosures. Each A receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
6.2.1 filing or prosecuting Patent Rights as contemplated 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 orderthis Agreement;
9.3.2. Made by the receiving Party 6.2.2 obtaining or maintaining approval to the Regulatory Authorities as required in connection with any filing in relation conduct Clinical Trials or to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationmarket Licensed Products;
9.3.3. Made 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 the receiving Party securities exchanges;
6.2.4 to its sublicensees or and 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, advisorsAffiliates’ employees, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful advisors and agents, in connection with the Manufacture or Exploitation of the Licensed Products or otherwise each case on a need-to-know basis in connection with the performance of its such Party’s obligations or exercise of its rights as contemplated by under this Agreement; provided, however, that such Persons shall be subject to 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
6.2.5 to any bona fide potential or actual investor, acquiror or merger partner or other financial partner for the sole purpose of evaluating an actual or potential investment or acquisition with respect to such Confidential Information substantially similar to the Party, in each case under appropriate written obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 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 respect such potential investment or acquisition. If a Party is required to disclose Information of the other Party pursuant to Section 6.2.3, such Confidential 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 substantially similar that is disclosed by judicial or administrative process shall remain otherwise subject to the obligations of confidentiality and non-use provisions of Section 6.1, and the receiving Party disclosing Information pursuant to law or court order shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such Information. Any Information disclosed pursuant to this Article 9; provided, however, that INS Section 6.2 shall make no such disclosure remain otherwise subject to a Competitor, without obtaining ViroPharma’s prior consent in writingthe foregoing confidentiality provisions of Section 6.1.
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. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:
9.3.1. Made 8.3.1 in response the reasonable opinion of the receiving Party’s legal counsel, required to 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 or and local governmental or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion (including by reason of the receiving Party’s legal counselfiling with securities regulators, such disclosure is otherwise required by lawbut subject to Section 8.5); provided, however, 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 and 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 agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; and provided further ). In the event that if a disclosure order is not quashed or a no protective order or other remedy is not obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed;
9.3.2. Made 8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing filing, application or request for any Regulatory Approval in relation to a Regulatory Authorizationaccordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information to the extent practicable and consistent with Applicable Law;
9.3.3. Made 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 sublicensees 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 their respective 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 by the receiving Party, its sublicensees or its or their respective Affiliates Sublicensees to its or their respective attorneys, auditors, advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners or licensees partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation of the a Collaboration CAR-T Product or Licensed Products 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; provided, however, 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 9ARTICLE 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); provided further that each Party shall remain responsible for any failure or
8.3.6 made by Caribou or its sublicensees or Affiliates, to its or their respective Affiliates, attorneys, auditors, advisors, consultants, clinicians, vendors, service providers, contractors, or existing or prospective collaboration partners investors and acquirers, as may be necessary in assisting with Caribou’s activities contemplated by this Agreement and/or in evaluating such potential or licensees actual investment or other Third Parties acquisition, as applicable; provided that:
(a) all such Persons to treat such Confidential Information as required under which disclosures are made pursuant to 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 Section 8.3.6 shall be subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 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 pursuant 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 Article 9Agreement (excluding all Research Plans) and a list consisting solely of the UniProt# or gene name of the then-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; providedand
(c) any disclosure made to existing or prospective investors and acquirors must comply with the following requirements: (a) such investor or acquirer, howeveras applicable, that INS shall make no such 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 Competitorneed to know such Confidential Information of AbbVie in order for such acquirer or investor to evaluate the applicable transaction, without obtaining ViroPharmaand (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 applicable transaction, provided that such investor or acquirer may (i) keep one (1) copy of the 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 prior consent or acquirer’s automatic archiving and back-up procedures, to the extent created and retained in writinga manner consistent with such investor’s or acquirer’s standard archiving and back-up procedures, but not for any other use or purpose.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Caribou Biosciences, Inc.), Collaboration and License Agreement (Caribou Biosciences, Inc.)
Permitted Disclosures. Each (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 the Receiving Party’s Affiliates or any of its or their actual or potential equityholders, members, limited partners, partners, managers, directors, trustees, officers, employees, 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 confidentiality and non-use obligations no less stringent than those contained herein. Notwithstanding the foregoing, the Receiving Party shall be responsible for any breach of this Section 4.3(a) by any Person described in this Section 4.3(a) to which it discloses Confidential Information (as if such Person were bound by the terms of this Section 4.3(a)) and shall take all reasonably necessary measures to restrain such Person from unauthorized disclosure or use of the Confidential Information.
(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 that such disclosure is:
9.3.1. Made in response is necessary (i) for regulatory, tax or customs purposes, (ii) to a valid 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 of or subpoena from 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 lawGovernmental Authority; provided, however, that the receiving Party Receiving Party, to the extent it may legally do so, shall first have given give reasonable advance notice to the disclosing 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 ordisclosure and, if disclosed, be used only for at the purposes for which the order was issued; Disclosing Party’s reasonable request and provided further that if a disclosure order is not quashed or a protective order is not obtainedexpense, the Confidential Information disclosed in response Receiving Party shall use its reasonable efforts 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 any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3. Made by the receiving Party Confidential Information prior to its sublicensees disclosure (whether through protective orders or otherwise). Notwithstanding the foregoing or anything to the contrary in this Agreement, the Receiving Party and its Affiliates may, without notice to any Disclosing Party, disclose Confidential Information to any Governmental Authority having jurisdiction over the Receiving Party 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 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 substantially similar to the obligations of confidentiality and non-use 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 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)routine regulatory examinations.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
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. Each Nothing contained herein shall prevent either Party may disclose Confidential Information from disclosing information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure information 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 (a) for the purposes of compliance with governmental regulations, or (b) to Sublicensees for the purpose of sublicensing; provided, that the Sublicensee is subject to confidentiality obligations commensurate with those in response to such court Article 11.1. In addition, nothing contained herein or governmental order;
9.3.2. Made by in any other agreement between the receiving Party Parties shall prevent Bioventus from disclosing information to the Regulatory Authorities as required extent Bioventus determines that such information is necessary or useful to disclose in connection with its regulatory purposes, including disclosures in connections with filings or submissions to regulatory bodies. Such permitted disclosures shall also include, in Bioventus’ discretion, disclosures to Third Party consultants and advisors assisting Bioventus with regulatory work (provided that such Third Party consultants and advisors are subject to confidentiality obligations commensurate with those in Article 11.1). Prior to making disclosure to any filing in relation governmental authority, each Party shall use its reasonable efforts to provide the other with notice and an opportunity to seek a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure protective order and confidential treatment of any such information;
9.3.3disclosure. Made by the receiving Nothing contained herein shall prohibit any Party from making disclosure of Confidential Information 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 be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the such Party’s performance of its obligations under this Agreement or the exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject hereunder. Prior to obligations disclosure of confidentiality and non-use with respect to such Confidential Information substantially similar to a Party’s Affiliate, such Affiliate shall execute a confidentiality agreement fully consistent with the obligations terms and conditions of confidentiality this Agreement and non-use 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 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 be liable to the requirements other Party for actions of this Article 9)its Affiliate.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (Bioventus Inc.), License Agreement (Bioventus Inc.)
Permitted Disclosures. Each Party party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction; provided, however, that that, except where impracticable for certain disclosures (e.g., in the event of medical emergency), the receiving Party party shall first have given notice to the disclosing Party party and given the disclosing Party 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;
9.3.2. (b) Otherwise required by Applicable Law as reasonably determined by counsel to the receiving party;
(c) Made by the receiving Party party as may be reasonably necessary or useful in connection with preparing, filing, prosecuting, maintaining, enforcing and defending Joint Technology;
(d) Made by the receiving party as may be reasonably necessary or useful to prosecute and/or defend litigation, Disputes or other disputes between the parties;
(e) Made by the receiving party to the Regulatory Authorities as required in connection with any filing in relation to a filing, application or request for Regulatory AuthorizationApproval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;; or
9.3.3. (f) Made by the receiving Party to party or 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 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 permitted subcontracting 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; 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 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 receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors sub)licensing transactions (including for purposes of obtaining financingManufacturing), each of whom prior to disclosure must be provided that such Third Parties are bound by confidentiality 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; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingless restrictive than those set forth herein.
Appears in 2 contracts
Sources: Non Exclusive Patent License (Cutera Inc), Non Exclusive Patent License (Cynosure Inc)
Permitted Disclosures. Each Notwithstanding the provisions of Section 11.1 above and subject to Sections 11.3 and 11.4 below, each Party hereto may use and disclose the other Party’s Confidential Information to its Affiliates, licensees, permitted Sublicensees, contractors and any * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED other Third Parties to the extent that such use and/or disclosure is reasonably necessary to exercise the rights granted to it, or reserved by it, under this Agreement, prosecuting or defending litigation, complying with Applicable Laws, submitting information to tax or other governmental authorities or conducting clinical trials hereunder with respect to any Product. If a Party is required by Applicable Law to make any such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving other Party’s legal counselConfidential Information, such disclosure is otherwise required by law; providedto the extent it may legally do so, however, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure and, 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;
9.3.2. Made by the receiving Party save to the Regulatory Authorities as required extent inappropriate in connection with any filing in relation the case of patent applications or otherwise, will use its good faith efforts to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3. Made by the receiving Party Confidential Information prior to its sublicensees disclosure (whether through protective orders or its or their respective Affiliates or by otherwise). For any other disclosures of the receiving other Party’s Confidential Information, its sublicensees or its or their respective Affiliates including to its or their respective attorneysAffiliates, auditorslicensees, advisorspermitted Sublicensees, consultants, contractors, existing or prospective collaboration partners or licensees or contractors and other Third Parties as may 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; providedParties, 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 9; provided further that each a Party shall remain responsible for any failure ensure that the recipient thereof is bound 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 a written confidentiality agreement as materially protective of such Confidential 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)11.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Development and Commercialization Agreement (Xenoport Inc), Development and Commercialization Agreement (Xenoport Inc)
Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
(a) filing or prosecuting by law; providedIceCure of its Patents;
(b) prosecuting or defending litigation as permitted by this Agreement (solely to non-sensitive information);
(c) complying with applicable court orders, 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 governmental regulations 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 applicable subpoenas or a protective order is not obtained, the Confidential Information disclosed in response to such court or reasonable requests issued by 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 any filing authorities in relation to a Regulatory Authorization; providedcompliance with the FCPA, however, that reasonable measures shall be taken to assure confidential treatment of such informationExport Control Laws and other Applicable Laws;
9.3.3. Made by (d) in the receiving Party case of Terumo, disclosure under terms of confidentiality no less stringent than under this Agreement to Sub-Distributors and subject to Section 8.1 above;
(e) in the case of IceCure, disclosure under terms of confidentiality no less stringent than under this Agreement to potential;
(f) disclosure to its sublicensees or and its or their respective Affiliates or by the receiving PartyAffiliates’ contractors, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisors, employees and consultants, contractorsin each case who need to know such information for filing for, existing or prospective collaboration partners or licensees or other obtaining and maintaining Regulatory Approvals and commercialization of Product in the Territory in accordance with this Agreement (or, in the case of disclosures by IceCure, who need to know such information for the development, manufacture and commercialization of the Product), on the condition that any such Third Parties as may agrees in writing to 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 bound 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
(g) disclosure of the receiving Party pursuant Agreement (no other information) to this Article 9; provided further that each Party shall remain responsible for any failure Third Parties in connection with due diligence or similar investigations by its sublicensees or its or their respective Affiliatessuch Third Parties, attorneys, auditors, advisors, consultants, contractors, existing and disclosure to current or prospective collaboration partners or licensees or other Third Parties to treat such Confidential Information as required under this Article 9 (as if such investors, lenders, sublicensees, Affiliatescollaborative partners, attorneysacquirers, auditorsmerger partners, or providers of financing and their advisors; provided, consultantsin each case, contractors, existing or prospective collaboration partners or licensees and other that any such Third Parties were Parties directly bound Party agrees to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; providedSection 8.3(b) or (c), howeverit will, that INS shall make no except where impracticable, give reasonable advance notice to the other Party of such disclosure and use efforts to a Competitorsecure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, without obtaining ViroPharma’s prior consent but in writingno event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.
Appears in 2 contracts
Sources: Distribution Agreement (IceCure Medical Ltd.), Distribution Agreement (IceCure Medical Ltd.)
Permitted Disclosures. 8.2.1. Each Party hereto may disclose the other’s Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required by law; providedto make any such disclosure of another Party’s Confidential Information, however, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure and, 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 will use its commercially reasonable best efforts 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 any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;information prior to its disclosure (whether through protective orders or otherwise). In no event shall Novartis, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Novartis Confidential Information in any patent application without written consent from Novartis, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8.
9.3.38.2.2. Made by Notwithstanding anything in this Agreement or in any other agreement to the receiving contrary, each Party to its sublicensees or its or their respective Affiliates or by the receiving Partythis Agreement (and each employee, its sublicensees or its or their respective Affiliates to its or their respective attorneysrepresentative, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be necessary or useful executed in connection with the Manufacture or Exploitation herewith, as of the Licensed Products or otherwise in connection with earlier of (a) the performance date of its obligations or exercise public announcement of its rights as discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such Persons disclosure shall be subject prohibited to obligations the extent required to comply with any applicable federal or state securities laws; and provided further that the confidentiality provisions of this Agreement and the other agreements and instruments relating to the transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, without limitation, the names and other identifying details of any Party to this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Internal Revenue Code (the “Code”) and non-use shall be construed in a manner consistent with such purpose. Each Party recognizes that the privilege each has with respect to the confidentiality of the transaction contemplated by this Agreement or the confidentiality of a communication relating to such Confidential Information substantially similar transaction, including a confidential communication with its attorney or with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing.
8.2.3. Novartis and its Affiliates hereby agree to be parties to the obligations Confidentiality Agreement described in Section 1.10 as of confidentiality and non-use 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 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)effective date.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (Unigene Laboratories Inc), License Agreement (Unigene Laboratories Inc)
Permitted Disclosures. Each 7.2.1 Notwithstanding Section 7.1, each Party may shall be permitted to disclose Confidential Information of the other Party, if such Confidential Information:
(i) is disclosed by a Party (or its Affiliates) to a Governmental Authority in order to maintain or obtain regulatory approval to manufacture and/or market Organon Product, but such disclosure may be only to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 reasonably necessary 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 orderapprovals;
9.3.2. Made (ii) is disclosed by the receiving Party (or its Affiliates) to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; providedagent(s), howeverconsultant(s), that reasonable measures shall be taken to assure confidential treatment and/or other Third Parties who are performing obligations of such information;
9.3.3. Made by the receiving Party or exercising rights granted 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 Party under this Agreement on the condition that such Third Parties as may agree to 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 bound by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information obligations that substantially similar to the obligations of are no less stringent than those confidentiality and non-use of the receiving Party pursuant provisions contained in this Agreement;
(iii) is deemed necessary by counsel 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 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 receiving Party to existing be disclosed to such Party’s attorneys, independent accountants or potential acquirers financial advisors for the sole purpose of enabling such attorneys, independent accountants or merger candidates; investment bankers; or existing or potential investorsfinancial advisors to provide advice to the receiving Party, venture capital firms or other on the condition that such attorneys, independent accountants and financial institutions or investors for purposes of obtaining financing, each of whom prior advisors agree to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information obligations that substantially similar to the obligations of are no less stringent than those confidentiality and non-use provisions contained in this Agreement; or
(iv) is disclosed in connection with a merger or acquisition of a given Party (or its Affiliate) or a divestiture of a portion of such Party’s business related to this Agreement (or a given Organon Product, as applicable), such Party shall have the further right to disclose the material financial terms of this Agreement (or such Organon Product, as applicable, to Third Parties involved in such merger or acquisition provided that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement.
7.2.2 In addition, if a Party is required by judicial or administrative process or Applicable Law to disclose Confidential Information that is subject to the non-disclosure provisions of Section 7.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or as required by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of Section 7.1, and the Party disclosing Confidential Information pursuant to this Article 9; providedlaw or court order or as required by Applicable Law shall take all steps reasonably necessary, howeverincluding obtaining an order of confidentiality, that INS shall make no to ensure the continued confidential treatment of such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingConfidential Information.
Appears in 2 contracts
Sources: Transition Services Agreement (Organon & Co.), Transition Services Agreement (Organon & Co.)
Permitted Disclosures. Each Party may disclose Confidential Information The confidentiality obligations contained in Section 8.1 above shall not apply to the extent that such disclosure is:
9.3.1. Made in response (a) any Recipient Party is required (i) to disclose Confidential Information by law, regulation or order of a valid governmental agency or by order of a court of competent jurisdiction jurisdiction, or (ii) to disclose Confidential Information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case that the Recipient Party shall provide written notice thereof to 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 supra-national, federal, national, regional, state, provincial 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 local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion possession of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Recipient Party shall first have given notice prior to the disclosing date of disclosure to the Recipient Party and given by the disclosing Disclosing Party; (iii) disclosed to the Recipient Party on an unrestricted basis from a reasonable opportunity Third Party not under a duty of confidentiality to quash such order and the Disclosing Party; or (iv) independently developed by the Recipient Party without access to obtain a protective order requiring that the Confidential Information and documents that are the subject or use 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with Disclosing Party. Notwithstanding any filing in relation to a Regulatory Authorization; providedother provision of this Agreement, 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 Pacific Beach may be necessary or useful in connection with the Manufacture or Exploitation disclose Confidential Information 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 UCB relating 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 information developed pursuant to this Article 9; provided further that each Party shall remain responsible for Agreement to any failure by its sublicensees Person with whom Pacific Beach has, or its or their respective Affiliatesis proposing to enter into, attorneysa business relationship, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat as long as such Confidential 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)Person has entered into a confidentiality agreement with Pacific Beach.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (Iaso Pharma Inc), License Agreement (Iaso Pharma Inc)
Permitted Disclosures. Each Party may agrees not to disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion any of the receiving Party’s legal counsel, such disclosure is otherwise required by lawterms of this Agreement or any of the information contained in reports pursuant to Article IV of this Agreement to any Person without the prior written consent of each of the other Parties; provided, however, that the receiving each Party shall first have given notice be free to disclose, notwithstanding the prior written consent requirement set forth in Section 13.10, any such terms or information (a) to the disclosing extent that the Party is required to make such disclosure by order or regulation of a government agency, court or other tribunal having jurisdiction, except that to the extent permitted by law such Party shall not make any such disclosure (other than a filing of information or materials with the U.S. Securities and Exchange Commission or an equivalent authority in another jurisdiction or a relevant stock exchange that is made with a request for confidential treatment for any part of such disclosure for which such treatment may reasonably be expected to be granted, provided that the Party requesting confidential treatment discloses to the other Parties the substance of the request for confidential treatment prior to making the request) without first notifying each other Party and given allowing the disclosing Party other Parties a reasonable opportunity to quash such order and to obtain seek a protective order requiring or injunctive relief from the obligation to make such disclosure, or (b) to its Affiliates, accountants, attorneys and other professional advisors, provided that such entities and/or individuals are obligated to keep such terms confidential to the same extent as said Party. All written reports provided by Novartis to Juno pursuant to this Agreement shall be Confidential Information of Novartis; provided that Juno may disclose (i) such reports to St. Jude as well as the contents of this Agreement, in each case, to comply with the St. Jude Agreement and documents that are the subject of such order be held in confidence (ii) to St. Jude any other information received by such court it under 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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; providedprovided that, howeverin each case of (i) and (ii), that St. Jude shall, pursuant to Section 6.4 of the Settlement Agreement, agree to be obligated to keep such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar disclosures confidential to the obligations of confidentiality and non-use of same extent as Juno under 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 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 terms of this Article 9)Agreement.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Non Exclusive Sublicense Agreement (Juno Therapeutics, Inc.), License Agreement (Juno Therapeutics, Inc.)
Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent that (and only to the extent) such disclosure is:
9.3.1. Made is reasonably necessary in response the following instances: (i) subject to a valid 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 a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction orsecurities exchange in a relevant jurisdiction) and with judicial process, if in based on the reasonable opinion advice of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required necessary for such compliance; (ii) subject to the proviso below, by laweither Party hereto, in connection with prosecuting or defending litigation; and (iii) subject to the proviso 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; 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 clause (i), (ii) and (iii) where legally permissible, (a) the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such Confidential Information substantially similar disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, including seeking protective orders or injunctive relief, and (b) consistent with Applicable Law, the Disclosing Party shall have the right to suggest reasonable changes to the obligations of confidentiality disclosure to protect its interests, and non-use of the receiving Party pursuant to this Article 9; provided further that each Receiving Party shall remain responsible for any failure by not unreasonably refuse to include such changes in 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 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)disclosure.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (TEKMIRA PHARMACEUTICALS Corp), License Agreement (Dicerna Pharmaceuticals Inc)
Permitted Disclosures. 9.2.1. Either Party may disclose to bona fide potential investors, lenders and acquirors, and to such Party’s consultants and advisors, the existence and terms of this Agreement to the 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 T1DM Funding Agreements, in each case, so long as such recipients are bound in writing to maintain the confidentiality of such information to the extent the Party making such disclosure remains subject to a confidentiality obligation as to such information under this Agreement.
9.2.2. Each Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made is made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, or if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including in order to comply with applicable securities laws or regulations or the rules or regulations of any stock exchange on which securities of the Party making such disclosure are traded; provided, however, that the receiving Party shall shall, if practicable, first have given notice to notified the disclosing Party and given of such requirement so that the disclosing Party a reasonable opportunity may seek to quash such order and or to obtain a protective order requiring for confidential treatment with respect to such disclosure; provided, further, 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 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;.
9.3.29.2.3. Made by the receiving Either Party may disclose Confidential Information to the Regulatory Authorities extent such disclosure if (i) reasonably necessary for the filing or prosecuting Patents as required contemplated by ARTICLE 8; or (ii) is reasonably necessary in connection with any 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 be necessary or useful in connection with the Manufacture or Exploitation of regulatory filings for the Licensed Products or otherwise in connection the Field consistent 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.)
Permitted Disclosures. Each 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 the extent that such disclosure is:
9.3.1. Made is reasonably necessary: (a) to secure patent protection for an Intellectual Property Right developed pursuant to this Agreement consistent with the ownership provisions set forth in response Section 7; (b) to a valid 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 of from a court of competent jurisdiction jurisdiction; or other supra(c) as necessary for Omeros to conduct pre-nationalclinical studies, federalclinical trials, national, regional, state, provincial achieve the Overall Objective or local governmental or to seek regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, approval to market Omeros Therapeutics. Prior to making any such disclosure is otherwise required by law; providedpermitted disclosures, however, that the receiving Party Recipient shall first have given give reasonable advance notice to the disclosing 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities with as required in connection with any filing much detail as possible in relation to the disclosure. Each Party agrees that it shall cooperate fully and in a Regulatory Authorization; providedtimely manner with the other Party with respect to all such permitted disclosures, however, that reasonable measures shall including determining what information should be taken to assure released and requests for 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 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 substantially similar to the obligations of confidentiality and non-use of the receiving either Party pursuant to this Article 9included in any such disclosure where possible; provided further that each in no event shall a Party shall remain responsible for be required to delay any failure by its sublicensees filing 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 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)release unreasonably hereunder.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Agreement for Antibody Development (Omeros Corp), Agreement for Antibody Development (Omeros Corp)
Permitted Disclosures. Each Party To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under the Agreement, (a) a party may disclose Confidential Information it is otherwise obligated under this Article 9 not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such Persons agree to keep the Information confidential for the same time periods and to the same extent as such party is required to keep the Information confidential; and (b) a party may disclose such Information to government or other regulatory authorities to the extent that such disclosure is:
9.3.1is required by applicable law, regulation or court order, or is reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market the Product, provided that such party shall provide written notice to the other party and sufficient opportunity to the other party to object to such disclosure or to request confidential treatment thereof. Made The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the party obligated not to disclose such Information or its Affiliates or sublicensees in response contravention of the Agreement; (ii) is disclosed to the receiving party, its Affiliates or sublicensees by a valid order of Third Party, provided such Information was not obtained by such Third Party directly or indirectly from the other party under the Agreement on a court of competent jurisdiction or other supra-nationalconfidential basis; (iii) prior to disclosure under the Agreement, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if was already in the reasonable opinion possession of the receiving Party’s legal counselparty, its Affiliates or sublicensees, provided such disclosure Information was not obtained directly or indirectly from the other party under the Agreement; (iv) is otherwise required disclosed in a press release agreed to by lawboth parties hereto, which agreement shall not be unreasonably withheld; provided, however, that or (v) is independently developed by or for the receiving Party shall first party or its Affiliates or permitted sublicensees by persons who did not have given notice access 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;
9.3.2. Made by the receiving Party to other party under the Regulatory Authorities as required in connection with any 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 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: License Agreement (Seattle Genetics Inc /Wa), License Agreement (Seattle Genetics Inc /Wa)
Permitted Disclosures. Each The Receiving Party may shall be entitled to disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response it is required to a valid do so by applicable law or by order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory public body that has jurisdiction over the Receiving Party. the Receiving Party may only disclose the Disclosing Party's Confidential Information to those 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 its Representatives who need to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that know 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 Permitted Purpose, provided that: it informs these Representatives of the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, confidential nature of the Confidential Information disclosed before disclosure and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in response terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties; and at all times, it is responsible and liable for these Representatives' compliance with the obligations set out in this agreement. Before making a disclosure pursuant to such Clause 3.1 (or Clause 3.2 in the case of the Authority), the Receiving Party shall at the earliest opportunity and, to the extent that is legally permitted to do so: notify the Disclosing Party in writing of the proposed disclosure; and ask the court or governmental order shall be limited other public body to that information which treat the Confidential Information as confidential. Where notice of disclosure under 3: is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made by permitted, the receiving Receiving Party to shall take into account the Regulatory Authorities as required in connection with any filing reasonable requests of the Disclosing Party in relation to a Regulatory Authorizationthe proposed disclosure; providedor is prohibited, however, that reasonable measures the Receiving Party shall be taken notify the Disclosing Party of the disclosure as soon as possible following the disclosure when it is legally able to assure confidential treatment of such information;
9.3.3do so. Made by The Organisation acknowledges and agrees that: 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 Authority may 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 substantially similar to the obligations of confidentiality and non-use 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 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 the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2006 and shall assist and cooperate with the Authority to enable the Authority to comply with any Information disclosure obligations; the Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Article 9).
9.3.4. Made Agreement or any other agreement whether any Confidential Information or any other information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations; in no event shall the Organisation respond directly to a Request for Information unless expressly authorised to do so by the receiving Party Authority; The Organisation acknowledges that the Authority may, acting in accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to existing or potential acquirers or merger candidates; investment bankersdisclose the Confidential Information in certain circumstances without consulting the Organisation; or existing following consultation with the Organisation and having taken its views into account; provided always that where this Clause 4.1.4 (Authority rights and obligations) applies the Authority shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Organisation advance notice, or potential investorsfailing that, venture capital firms or other financial institutions or investors for purposes to draw the disclosure to the Organisation's attention after any such disclosure; and the Authority may disclose any of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such the Confidential Information substantially similar to another Government Body provided that the obligations of confidentiality and non-use Authority informs the recipient Government Body of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingconfidential nature of the Confidential Information.
Appears in 2 contracts
Sources: Non Disclosure Agreement, Non Disclosure Agreement (Mutual)
Permitted Disclosures. Each Notwithstanding Section 13.2:
(a) The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that the Receiving Party is compelled to disclose such disclosure is:
9.3.1. Made in response to a valid order of information by a court or other tribunal of competent jurisdiction jurisdiction; provided, however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party, so that the Disclosing Party may seek a protective order or other supra-nationalremedy from said Table of Contents court or tribunal. In any event, federalthe Receiving Party shall disclose only that portion of the Confidential Information of the Disclosing Party that, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s its legal counsel, is legally required to be disclosed, and will exercise reasonable efforts to ensure that any such disclosure Confidential Information of the Disclosing Party so disclosed will be accorded confidential treatment by said court or tribunal.
(b) The Receiving Party may disclose the terms and conditions of this Strategic Alliance Agreement or any Transaction Agreement (including providing a copy hereof or thereof, redacted as appropriate) to any bona fide potential permitted assignee or successor to a Party’s interest under this Strategic Alliance Agreement or any Transaction Agreement, or to a bona fide potential lender from which a Party is considering borrowing money, or to a bona fide potential collaborator in connection with the Transaction Agreements, or in the case of Athersys, to any bona fide financial investor from which it may take money; provided, however, in any such case such that the Receiving Party shall first obtain a written obligation of confidentiality no less stringent than that imposed on the Receiving Party under this Strategic Alliance Agreement and the Transaction Agreements from the bona fide potential permitted assignee or successor, bona fide potential lender, bona fide potential collaborator or bona fide financial investor.
(c) The Receiving Party may disclose the terms and conditions of this Strategic Alliance Agreement and/or the Transaction Agreements (including providing a copy hereof, redacted (as appropriate) with the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed) in connection with filings with the U.S. Securities and Exchange Commission or otherwise pursuant to applicable securities laws and regulations, filings with the Internal Revenue Service and otherwise pursuant to applicable tax laws and regulations, and other filings required by lawlaw or regulation; provided, however, that the receiving Receiving Party shall first have given notice provide to the disclosing Party and given the disclosing other Party a reasonable opportunity to quash copy of any such order proposed filing at least two (2) business days in advance of the filing, and to obtain a protective order requiring shall consider in good faith the other Party’s suggested redactions. In any event, the Receiving Party shall disclose only that portion of the Confidential Information and documents that are of the subject Disclosing Party that, in the reasonable opinion of such order be held in confidence by such court or agency orits legal counsel, 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 by law or regulation. Additionally, so long as Athersys’ securities are not publicly traded, Athersys may disclose (including providing a copy hereof, redacted as appropriate) to such court or governmental order;
9.3.2. Made by any bona fide potential purchaser of Athersys’ securities the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorizationforegoing information; provided, however, that reasonable measures Athersys first obtains a written obligation of confidentiality from the recipient that is no less stringent than Athersys’ obligations under this Strategic Alliance Agreement and the Transaction Agreements.
(d) The Third Party collaborators set forth on Schedule 4.1 with which Athersys has executed an agreement as of the Effective Date, and which might be considered a subcontractor of Athersys’ obligations under this Strategic Alliance Agreement and the Transaction Agreements may have limited rights to publish their results obtained pursuant to such agreements. Any publication by a Third Party collaborator in accordance with the terms and conditions of its executed Existing Third Party Agreement with Athersys shall not be considered a breach of Athersys’ obligations hereunder. Table of Contents
(e) The Parties agree that the public announcement of the execution of this Strategic Alliance Agreement shall be taken in the form of a press release to assure confidential treatment be mutually agreed upon within five (5) business days after the Effective Date; provided that such press release shall not be publicly disseminated by either Party prior to May 15, 2006. A Party may republish, reuse or disclose the same content of any prior publication, press release or disclosure, if such information;
9.3.3. Made by republication, reuse or disclosure is presented in substantially the receiving Party to its sublicensees same form in which it was previously published, used or its or their respective Affiliates or by the receiving Partydisclosed, 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 be necessary or useful in connection with the Manufacture or Exploitation without modification of the Licensed Products content that was previously published, used 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 substantially similar to the obligations of confidentiality and non-use 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 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)disclosed.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Athersys, Inc / New), Strategic Alliance Agreement (Athersys, Inc / New)
Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may (a) disclose Confidential Information it to government agencies and others where such information may be required to be included in Patent applications or regulatory filings permitted under the terms of this Agreement; (b) provide it to Third Parties solely on a “need to 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 extent that such disclosure is:
9.3.1. Made Products in response connection with performance under this Agreement; (c) prosecuting or defending litigation in relation to the ▇▇▇▇▇ Intellectual Property or this Agreement, including responding to a valid order of subpoena in a court of competent jurisdiction or other supra-nationalThird Party litigation, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the provided it has used good faith and 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 efforts 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 substantially similar or (d) publish it if and to the obligations of confidentiality and non-use extent such publication has been approved in writing by the Disclosing Party. In each of the receiving foregoing cases, the Receiving Party pursuant will use diligent efforts to this Article 9; provided further that each limit the disclosure and maintain confidentiality to the extent possible and the Receiving 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 any Person who receives Confidential Information pursuant to this Article XIII to treat such Confidential Information as required under this Article 9 (as if XIII. If and whenever any Confidential Information is disclosed in accordance with this Section 13.1.2, such sublicensees, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound disclosure shall not cause any such information to cease to be Confidential Information except to the requirements extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Article 9Agreement).
9.3.4. Made by Where reasonably possible and subject to Section 13.1.3, the receiving Receiving Party to existing or 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 shall notify the obligations of confidentiality and non-use Disclosing Party of the receiving Party Receiving Party’s intent to make such disclosure pursuant to this Article 9; provided, however, that INS shall make no Section 13.1.2 sufficiently prior to making such disclosure so as to a Competitor, without obtaining ViroPharma’s prior consent in writingallow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Appears in 2 contracts
Sources: Evaluation, Option and License Agreement (Ayala Pharmaceuticals, Inc.), Evaluation, Option and License Agreement (Ayala Pharmaceuticals, Inc.)
Permitted Disclosures. Each Party may disclose B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information which is: (a) disclosed by a Party or its Representatives pursuant to the requirements of law, regulation, or instruments thereunder or in connection with any legal proceedings, including if required by the Access to Information Act; (b) already in the possession of the Recipient at the time of its disclosure by the Disclosing Party to the Recipient under this Agreement; (c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a source other than the Disclosing Party, provided that the source of information is not known to the Recipient to be bound by any obligations of confidentiality which prohibit disclosure of such information; (d) used or disclosed by the Recipient with the prior written approval of the Disclosing Party; (e) furnished by EDC to the Auditor General of Canada; or (f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, following the signing of the Agreement, of the following information: the name of the Supplier, the amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, and a general description of the Services and Deliverables.
B3.2 In addition to 3.1, the terms of this Confidentiality Agreement shall not apply to Confidential Information that is not Customer Information which is: (a) independently developed by the Recipient; (b) in the public domain at the time of its disclosure, or subsequently made available to the general public by a person other than the Recipient, or by the Recipient, but only to the extent that in making such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 obtainedinformation public, the Confidential Information disclosed Recipient was not 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment breach 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 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 substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for or (c) requested by any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees governmental agency or other Third Parties to treat such Confidential Information as required under this Article 9 regulatory authority (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 9including any self-regulatory organization having have jurisdiction).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish:
(a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates;
(b) are permitted to be disclosed by prior consent of the other Party;
(c) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis;
(d) prior to disclosure under the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-nationalAgreement, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if was already in the reasonable opinion possession of the receiving Party’s legal counsel, its Affiliates or Sublicensees, provided such disclosure is otherwise Confidential Information was not obtained directly or indirectly from the other Party under this Agreement;
(e) are required to be disclosed by law; providedthe receiving Party to comply with any Applicable Law, howeverregulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall first have given provide prior notice of such disclosure to the disclosing other Party and given take reasonable and lawful actions to avoid or minimize the disclosing Party degree of disclosure;
(f) to the extent reasonably needed in a reasonable opportunity patent application claiming Program Inventions made hereunder to quash such order be filed with the United States Patent and to obtain a protective order requiring Trademark Office and/or any similar foreign agency, provided that the Confidential Information and documents that are Party filing the subject patent shall provide prior notice 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; and
(g) to a Regulatory Authorization; providedSublicensee as permitted hereunder, 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 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, provided that such Persons shall be Sublicensee is then subject to obligations of confidentiality and non-limitations on use with respect to of such Confidential Information substantially similar to those contained herein. Notwithstanding the obligations of confidentiality and non-use of foregoing, as to disclosures permitted under subsections (e)-(g), if the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure information, documents or materials covered 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 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 receiving Party to existing or 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 subsection is otherwise protected by obligations of confidentiality, then the 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; provided, however, that INS Section 8.1 shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingstill apply.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Seattle Genetics Inc /Wa), Collaboration and License Agreement (Seattle Genetics Inc /Wa)
Permitted Disclosures. Each Notwithstanding the provisions of Section 10.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
(a) making any filings or disclosures pursuant to any of the Securities Laws;
(b) filing or prosecuting Patents as permitted by law; providedthis Agreement;
(c) prosecuting or defending litigation as permitted by this Agreement;
(d) complying with applicable court orders, 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 governmental regulations 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 applicable subpoenas or a protective order is not obtained, the Confidential Information disclosed in response to such court or reasonable requests issued by 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 any filing authorities in relation to a Regulatory Authorization; providedcompliance with the FCPA, however, that reasonable measures shall be taken to assure confidential treatment of such informationTrade Control Laws and other Applicable Laws;
9.3.3. Made by (e) in the receiving Party case of Medtronic, disclosure under terms of confidentiality no less stringent than under this Agreement to its sublicensees potential or its actual Sub-Distributors, and in the case of Orchestra, disclosure under terms of confidentiality no less stringent than under this Agreement to any potential 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 actual CRO or other Third Parties as may be necessary or useful Party contractor;
(f) disclosure to its and its Affiliates’ contractors, employees and consultants, in connection with the Manufacture or Exploitation each case who need to know such information for purposes of the Licensed Products or otherwise in connection with the Disclosing Party’s performance of its obligations or exercise of its rights as contemplated by under this Agreement; provided, however, on the condition that such Persons shall any Third Parties agree to be subject to obligations of bound by confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
(g) solely with the prior written approval of the receiving Party pursuant Medtronic, disclosure made in good faith to this Article 9; provided further that each Third Parties in connection with due diligence or similar investigations by such third parties, and disclosure to current or bona fide prospective investors, lenders, sublicensees, collaborative partners, acquirers, merger partners, or providers of financing and their advisors. In addition, any such Third 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 be required to treat such Confidential 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 receiving Party to existing or 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; provided10.3(a), however(c) or (d), that INS shall make no it will, except where impracticable, give reasonable advance notice to the 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. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. For the avoidance of doubt, Orchestra’s periodic reporting or disclosure as required pursuant to any of the Securities Laws, of Revenue Share amounts or other payments made, or expected to be made, by Medtronic hereunder, shall in no event be deemed a Competitordisclosure of Medtronic’s Confidential Information. However, without obtaining ViroPharmaMedtronic’s prior consent in writingQuarterly Reports to Orchestra [***] shall be deemed Medtronic Confidential Information.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Health Sciences Acquisitions Corp 2), Exclusive License and Collaboration Agreement (Health Sciences Acquisitions Corp 2)
Permitted Disclosures. Each Receiving Party may disclose Disclosing Party’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 is:
9.3.1results in a public disclosure of such information. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in The Receiving Party shall notify the reasonable opinion Disclosing Party of the receiving Receiving Party’s legal counsel, intent to make any disclosures pursuant to Section 5.12(c)(i) or 5.12(c)(ii) sufficiently prior to making such disclosure is otherwise required by law; providedso as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information (including seeking a confidential treatment order or protective or limiting order, howeveras applicable), that and the receiving Receiving Party shall first have given notice will provide reasonable assistance to the disclosing 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 with respect thereto; provided that, 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 obtainedany event, 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;
9.3.2. Made by the receiving Receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that will use reasonable measures shall be taken to assure ensure 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 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 information and shall be subject to obligations of confidentiality and non-use with respect to only disclose such Confidential Information substantially similar of the Disclosing Party as is necessary to comply with such Laws or judicial process. Notwithstanding the foregoing or anything contained in this Section 5.12(c) to the obligations of confidentiality and non-use contrary, the Investors (as defined in the Parent Investors’ Rights Agreement) shall be permitted to disclose Confidential Information in accordance with Section 3.4 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 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)Parent Investors’ Rights Agreement.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
Permitted Disclosures. Each The Receiving Party may shall be entitled to disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response it is required to a valid do so by applicable law or by order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory public body that has jurisdiction over the Receiving Party. the Receiving Party may only disclose the Disclosing Party's Confidential Information to those 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 its Representatives who need to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that know 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 Permitted Purpose, provided that: it informs these Representatives of the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, confidential nature of the Confidential Information disclosed before disclosure and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in response terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties; and at all times, it is responsible and liable for these Representatives' compliance with the obligations set out in this agreement. Before making a disclosure pursuant to such Clause 3.1 (or Clause 3.2 in the case of the Authority), the Receiving Party shall at the earliest opportunity and, to the extent that is legally permitted to do so: notify the Disclosing Party in writing of the proposed disclosure; and ask the court or governmental order shall be limited other public body to that information which treat the Confidential Information as confidential. Where notice of disclosure under 3: is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made by permitted, the receiving Receiving Party to shall take into account the Regulatory Authorities as required in connection with any filing reasonable requests of the Disclosing Party in relation to a Regulatory Authorizationthe proposed disclosure; providedor is prohibited, however, that reasonable measures the Receiving Party shall be taken notify the Disclosing Party of the disclosure as soon as possible following the disclosure when it is legally able to assure confidential treatment of such information;
9.3.3do so. Made by The Organisation acknowledges and agrees that: 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 Authority may 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 substantially similar to the obligations of confidentiality and non-use 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 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 the Freedom of Information ▇▇▇ ▇▇▇▇ (FOIA) and the Environmental Information Regulations 2006 and shall assist and cooperate with the Authority to enable the Authority to comply with any Information disclosure obligations; the Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Article 9).
9.3.4. Made Agreement or any other agreement whether any Confidential Information or any other information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations; in no event shall the Organisation respond directly to a Request for Information unless expressly authorised to do so by the receiving Party Authority; The Organisation acknowledges that the Authority may, acting in accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information ▇▇▇ ▇▇▇▇ (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to existing or potential acquirers or merger candidates; investment bankersdisclose the Confidential Information in certain circumstances without consulting the Organisation; or existing following consultation with the Organisation and having taken its views into account; provided always that where this Clause 4.1.4 (Authority rights and obligations) applies the Authority shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Organisation advance notice, or potential investorsfailing that, venture capital firms or other financial institutions or investors for purposes to draw the disclosure to the Organisation's attention after any such disclosure; and the Authority may disclose any of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such the Confidential Information substantially similar to another Government Body provided that the obligations of confidentiality and non-use Authority informs the recipient Government Body of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingconfidential nature of the Confidential Information.
Appears in 2 contracts
Sources: Non Disclosure Agreement (Mutual), Non Disclosure Agreement (Mutual)
Permitted Disclosures. Each Receiving Party may disclose disclosing Party’s Confidential Information to the extent that such disclosure is:
9.3.1. Made 9.3.1 in response the reasonable opinion of the receiving Party’s legal counsel, required to 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 or and local governmental or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion (including by reason of the receiving Party’s legal counselfiling with securities regulators, such disclosure is otherwise required by lawbut subject to Section 9.5)); provided, however, 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 (for example, quash such order and 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 agency governmental body 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 ). If no protective order or other remedy is not obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed;
9.3.2. Made 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing filing, application or request for Regulatory Approval in relation 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 practicable and consistent with Applicable Law;
9.3.3 made by or on behalf of the receiving Party to a Regulatory Authorizationpatent 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;
9.3.3. Made by 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 its sublicensees treat such Confidential Information as required under this Article;
9.3.5 made by ▇▇▇▇▇▇ or its or their respective Affiliates or by the receiving Party, its sublicensees or its or their respective Affiliates Sublicensees to its or their respective attorneys, auditors, advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners or licensees partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products 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, however, that such Persons 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; provided further 9 (with a duration of confidentiality and non-use obligations as appropriate that each Party shall remain responsible is no less than […***…] ([…***…]) years from the date of disclosure for any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, clinicians, vendors, service providers, contractors, existing ); or
9.3.6 made by Galapagos or prospective collaboration partners its Affiliates to its or licensees or other Third Parties to treat such Confidential Information as required under this Article 9 (as if such sublicensees, Affiliates, attorneys, auditors, their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound the like to the requirements of extent necessary in assisting with Galapagos’ activities contemplated by this Article 9).
9.3.4. Made by the receiving Party Agreement; provided, however, that such persons shall be subject to existing or 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 of ▇▇▇▇▇▇ substantially similar to the obligations of confidentiality and non-use of the receiving Party Galapagos pursuant to this Article 9; provided, however, 9 (with a duration of confidentiality and non-use obligations as appropriate that INS is no less than […***…] ([…***…]) years from the date of disclosure).
9.3.7 Section 9.3.5 shall make no such disclosure apply mutatis mutandis to Galapagos with respect to Confidential Information of ▇▇▇▇▇▇ solely to the extent applicable to a CompetitorLicensed Product being developed and commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, without obtaining ViroPharma’s prior consent in writingif and as applicable.
Appears in 2 contracts
Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Permitted Disclosures. Each Party For purposes of this Article 11, information and data described in Sections 11.1 (a) or (b) above shall be referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (w) a party may disclose Confidential Information it is otherwise obligated under this Article 11 not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such persons or entities agree to abide by confidentiality obligations equivalent in scope to the confidentiality obligations contained in this Agreement and for as long a duration as is reasonably possible, up to the duration of TAP's obligations contained herein but in any case not less than *** years beyond the completion date of the third parties obligations; (x) a party or its Affiliates or sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is:is reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market the Licensed Product, provided that the disclosing party shall request confidential treatment thereof; (y) a party may disclose Information as required by applicable law, regulation or judicial process, provided that such party shall give the other party prior written notice thereof and reasonable (as dictated by the circumstances) opportunity to object to any such disclosure or to request confidential treatment thereof; and (z) a party may disclose Information as permitted under Section 12.
9.3.11. Made The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the party obligated not to disclose such Information or its Affiliates or sublicensees in response contravention of this Agreement; or (ii) is disclosed to the receiving party or its Affiliates or sublicensees by a valid order of third party, provided such Information was not obtained by such third party directly or indirectly from the other party under this Agreement on a court of competent jurisdiction confidential basis; or other supra-national(iii) prior to disclosure under the Agreement, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if was already in the reasonable opinion possession 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 party or any 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 sublicensees, provided such Information was not obtained directly or indirectly from 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 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 party under this Agreement; provided, however, that such Persons shall be subject or (iv) is disclosed in a press release agreed 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; 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 as required both parties 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.Section 11.3
Appears in 1 contract
Sources: Research and Development (Ligand Pharmaceuticals Inc)
Permitted Disclosures. Each Notwithstanding the provisions of Section 9.1, the Receiving Party may disclose Confidential Information of the Disclosing Party, as expressly permitted by this Agreement or the Supply Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be reasonably necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with following instances:
(a) the performance by the Receiving Party of its obligations or exercise of its rights as contemplated by this Agreement or the Supply Agreement; provided, however, that wherever reasonable and practicable in the circumstances the recipient of any such Persons 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 Receiving Party pursuant to this Article 9;
(b) filing or prosecuting Patents as permitted by this Agreement;
(c) seeking, obtaining or maintaining any Regulatory Approval as permitted by this Agreement; provided further provided, that each the Receiving Party shall remain responsible for any failure by its sublicensees take reasonable measures to assure confidential treatment of such Confidential Information, to the extent such treatment is available;
(d) prosecuting or defending litigation with respect to a Party or its or their respective Affiliates, attorneysand with respect to Eisai, auditorsEisai Related Parties and Co-Promotion Partners, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other as permitted by this Agreement;
(e) complying with Applicable Laws; and
(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 treat Eisai, a potential Distributor or Sublicensee, and as to Arena, a potential sublicensee under the licenses granted to Arena under Section 4.4) or a potential merger or acquisition by such Confidential Information as required under this Article 9 (as if Third Party, or in connection with performance of any such sublicenseeslicense, 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 receiving Party to existing or potential acquirers or merger candidatesagreement, and disclosure to potential Third Party investors in confidential financing documents; investment bankers; or existing or potential investorsprovided, venture capital firms or other financial institutions or investors for purposes of obtaining financingin each case, each of whom prior that any such Third Party agrees to disclosure must be bound by 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 Receiving Party pursuant to this Article 9. Notwithstanding the foregoing, in the event the Receiving Party or a Recipient is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 9.3(d) or (e) to comply with a subpoena or other legal order, it shall, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and give the Disclosing Party a reasonable opportunity to quash such subpoena or order and to obtain a protective order requiring that the Confidential Information 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, howeverfurther, that INS 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 make no be limited to the Disclosing Party’s Confidential Information that is legally required to be disclosed in response to such disclosure subpoena or order and shall still be subject to a Competitor, without obtaining ViroPharma’s prior consent the restrictions on use set forth in writingthis Article 9.
Appears in 1 contract
Permitted Disclosures. Each 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 the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be reasonably necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with following instances:
(a) the performance by the Receiving Party of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, provided that wherever reasonable and practicable in the circumstances the recipient of any such Persons 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 Receiving Party pursuant to this Article 98;
(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 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, 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 further that each Party shall remain responsible for wherever reasonable and practicable in the circumstances the recipient of 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 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 shall be subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Receiving Party pursuant to this Article 98;
(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
(i) with respect to Arena, disclosure of any Product Information to 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 wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to reasonable and customary obligations of confidentiality with respect to such Confidential Information. Notwithstanding the foregoing, in the event the Receiving Party or a Recipient is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 8.4(d) or Section 8.4(e) to comply with a subpoena or other legal order, it shall, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and give the Disclosing Party a reasonable opportunity to quash such subpoena or order and to obtain a protective order requiring that the Confidential Information 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, howeverfurther, that INS 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 make no be limited to the Disclosing Party’s Confidential Information that is legally required to be disclosed in response to such disclosure subpoena or order and shall still be subject to a Competitor, without obtaining ViroPharma’s prior consent the restrictions on use set forth in writingthis Article 8.
Appears in 1 contract
Sources: Marketing and Supply Agreement (Arena Pharmaceuticals Inc)
Permitted Disclosures. Each Party (a) With respect to any of the Supporting Materials that constitute an IBIS Model (and that is Confidential Information), Intel or its sublicensed Permitted Affiliate(s) hereunder may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response information or materials to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Third 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be necessary or useful in connection with the Manufacture sale, offer for sale, validation, testing, customer support, demonstration, evaluation or Exploitation promotion of NAND Flash Memory Products, in each case to the Licensed Products extent such disclosure is consistent with standard industry practice, and then only under a written obligation of confidentiality that is no less restrictive than that applicable to the Parties under the Confidentiality Agreement and that reasonably limits such Third Party’s use of such information.
(b) Intel or otherwise its sublicensed Permitted Affiliate(s) may disclose Supporting Materials (1) to a Permitted Affiliate of Intel under a written obligation of confidentiality that is no less restrictive than that applicable to the Parties under the Confidentiality Agreement, and (2) to a Third Party in connection with a have-made arrangement entered into pursuant to Section 3.1, under a written obligation of confidentiality that is no less restrictive than that applicable to the performance Parties under the Confidentiality Agreement.
(c) Intel or its sublicensed Permitted Affiliate(s) may demonstrate the “System Board” identified on Schedule 3 to their respective customers and potential customers of its obligations or exercise of its rights as contemplated by this AgreementNAND Flash Memory Products; provided, however, provided that such Persons shall be subject to obligations demonstration is not conducted in a manner that discloses any portion of the Supporting Materials embodied therein, Intel or its Permitted Affiliate retains control over such System Board at all times, and the customer or potential customer first enters a confidentiality agreement in a form consistent with the terms and non-use with conditions that Intel employs generally when demonstrating such or similar materials.
(d) With respect to any “Confidential Information” (as that term is defined in the Confidentiality Agreement) listed in Schedule 3 that Intel desires to disclose to a Third Party and that is not otherwise allowed to be disclosed to a Third Party, Intel and Micron shall discuss and agree in writing whether such Confidential Information substantially similar information may be disclosed to such Third Party and the obligations of confidentiality restrictions that will be applicable thereto.
(e) Intel shall not and non-use of the receiving Party pursuant shall cause it Permitted Affiliates not to this Article 9; provided further that each Party shall remain responsible for remove any failure by its sublicensees or its or their respective Affiliatesproduct identification, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees copyright or other Third Parties to treat such Confidential 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 proprietary notices from any of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such Supporting Materials before their disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingany Third Party.
Appears in 1 contract
Sources: Product Designs Assignment Agreement (Micron Technology Inc)
Permitted Disclosures. Each Party may disclose Confidential Information provided by the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; providedreasonably necessary in the following instances:
(a) disclosure to governmental or other regulatory agencies in order to obtain patents on Collaboration Technology, however, that the receiving Party shall first have given notice Gilead Technology and/or Genelabs Technology or to gain or maintain approval to conduct clinical trials or to market Product (in each case 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 extent permitted by this Agreement; provided), however, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations;
(b) complying with applicable court orders or governmental regulations;
(c) disclosure by Gilead to Related Gilead Parties for the sole purpose of conducting development and/or commercialization of Collaboration Compounds and Products in accordance with the terms and conditions of this Agreement on the condition that such Persons shall Related Gilead Parties agree to be subject to obligations of bound by confidentiality and non-use with respect obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Confidential Information substantially similar Related Gilead Parties shall be no less than five (5) years; or
(d) disclosure to consultants, agents or other Third Parties solely to the obligations 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 such Third Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement or for the purposes of such financing; provided the term of confidentiality for such Third Parties shall be no less than five (5) years. Each Party shall obtain written agreements from each of its employees and consultants who perform work on the Research Program, which agreements shall obligate such persons to similar obligations of confidentiality and to assign to such Party all inventions made by such persons during the course of performing the Research Program. If a Party is required by judicial or administrative process to disclose Information that is subject to the non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party pursuant an opportunity to this Article 9; provided further challenge or limit the disclosure obligations. Information that each Party is disclosed by judicial or administrative process 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 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 otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of this Article 4, and the Party disclosing Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; providedlaw or court order shall take all reasonable steps necessary, howeverincluding without limitation obtaining an order of confidentiality, that INS shall make no to ensure the continued confidential treatment of such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.Information. sfc ▇-▇▇▇▇▇▇-▇ l.doc 24 Confidential
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding Sections 10.1 and 10.2, each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid required by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction jurisdiction, or other supra-national, federal, national, regional, state, provincial in prosecuting 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 lawdefending litigation; provided, however, that the receiving such Party shall first have given provide advance written notice thereof (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;
9.3.2. Made by the receiving Party extent practicable) to the Regulatory Authorities as required in connection with any 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 other 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 be necessary or useful in connection consult 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 other Party with respect to such disclosure, use reasonable efforts to minimize the amount of information necessary to be disclosed and provide the other Party sufficient opportunity to object to any such disclosure or to request confidential treatment thereof. Notwithstanding Sections 10.1 and 10.2, (a) Sangamo may disclose Confidential Information substantially similar of Biogen Idec solely to the obligations extent required by any Third Party License or the [***] Agreement, provided that the licensor of such Third Party License or the [***], as applicable, is bound by a confidentiality obligation reasonably acceptable to Biogen Idec; and non-use (b) Sangamo may provide [***] with Confidential Information of Biogen Idec solely to the extent required to comply with the terms and conditions of the receiving Party pursuant to this Article 9[***] Award; provided further that each at least one week prior to any such disclosure of Confidential Information of Biogen Idec to [***], Sangamo shall notify Biogen Idec of such disclosure and provide to Biogen Idec a complete and accurate copy of the Confidential Information of Biogen Idec that Sangamo plans to provide to [***]. Biogen Idec acknowledges that the licensors of all Existing Third Party Licenses are bound by confidentiality obligations reasonably acceptable to Biogen Idec. The Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission (“SEC”) or other government authorities. 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 be entitled to treat make such Confidential 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 filings subject to the requirements provisions of this Article 9).
9.3.4. Made Section 10.3, and any request by the receiving other Party to existing or 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 redact information in such required public filings shall be bound by obligations of confidentiality and non-use consistent 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; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writinglegal requirements governing redaction.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding the provisions of Section 10.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
(a) complying with applicable court orders or governmental regulations;
(b) prosecuting or defending litigation as permitted by law; provided, however, that the receiving Party shall first have given notice this Agreement;
(c) disclosure to PAR under terms of confidentiality to the disclosing Party and given extent necessary to fulfill obligations under 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 orderPAR Agreement;
9.3.2. Made by (d) disclosure to Affiliates, sublicensees and potential sublicensees (in the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment case 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, consultantsPartner), contractors, existing or prospective collaboration partners or licensees or other employees and consultants, in each case who need to know such information for the Manufacture of Supplied Products in accordance with this Agreement, on the condition that any such Third Parties as may agree to 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 bound 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 obligations of that are no less stringent than those confidentiality and non-use of the receiving Party pursuant provisions contained in this Agreement; and
(e) disclosure 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 in connection with due diligence or similar investigations by such Third Parties, and disclosure to treat potential Third Party investors in confidential financing documents, provided, in each case, that any such Confidential 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 Party agrees to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; providedSection 10.3(a), howeverit will, that INS shall make no except where impracticable, give reasonable advance notice to the other Party of such disclosure and use efforts to a Competitorsecure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, without obtaining ViroPharma’s prior consent but in writingno event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.
Appears in 1 contract
Permitted Disclosures. Each A Receiving Party may disclose Confidential Information pursuant to the extent that such disclosure isthis Agreement as follows:
9.3.1. Made in response (a) to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 its Affiliates and to obtain a protective order requiring that the Confidential Information its directors, officers and documents that are the subject employees and those 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be necessary or useful in connection with the Manufacture or Exploitation permitted purposes described in Article 10.1(d), provided that such recipients are advised of the Licensed Products or confidential nature of the Confidential Information, and to its Representatives not otherwise included under Article 10.3(a) in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, permitted purposes described in Article 10.1(d) 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 recipients are advised of the receiving confidential nature of the information and are bound by confidentiality obligations substantially no less restrictive than those imposed on the Receiving Party pursuant to this Article 9; Agreement;
(b) to the extent such disclosure is required pursuant to applicable laws, provided further that each prior to such disclosure the Receiving Party shall remain responsible for to the extent it is legally permitted to do so: (i) give the Disclosing Party a formal notice of the potential disclosure and, where legally permissible, allow the Disclosing Party the opportunity to seek a protective order in connection with such potential disclosure; and (ii) limit any failure by its sublicensees or its or their respective Affiliatessuch disclosure to that which is necessary to satisfy the requirements imposed upon the Receiving Party compelling the disclosure, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such and further provided that any ultimate disclosure of Confidential Information as required under this Article 9 shall be in writing (as if such sublicensees, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees promptly reduced to writing in the case of any oral disclosure) and other Third Parties were Parties directly bound be marked “CONFIDENTIAL” to the requirements maximum extent permitted by applicable laws; and
(c) to any Person who is providing goods or services to a Receiving Party in connection with the permitted purposes described in Article 10.1(d), provided that any such Person is advised of this Article 9).
9.3.4. Made by the receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes confidential nature of obtaining financing, each of whom prior to disclosure must be the information and is bound by confidentiality obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to no less restrictive than those imposed on the obligations of confidentiality and non-use of the receiving Receiving Party pursuant to this Agreement and further provided that any such Person may only use any such Confidential Information for the purposes set out in Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing10.1(d).
Appears in 1 contract
Sources: Membership Agreement
Permitted Disclosures. Each Nothing in this Article 7 shall restrict the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party (including NasoCalm Data) to the extent that such disclosure isdisclosure:
9.3.1. Made (a) is made to Governmental Authorities or Regulatory Authorities (i) to obtain Patents as expressly permitted in response this Agreement or (ii) to a valid order of a court of competent jurisdiction gain or other supra-nationalmaintain Regulatory Approvals or to Commercialize Licensed Products, 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, each case ((i) and (ii)); provided that (A) such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice limited to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and extent reasonably necessary to obtain a protective order requiring that such Patents or authorizations and the Confidential Information and documents that are the subject of Receiving Party takes reasonable measures to obtain confidential treatment from Governmental Authorities or Regulatory Authorities, as applicable, for 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 issuedinformation; and provided further that if a (B) any such 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;
9.3.2. Made by the receiving Party subject to the Regulatory Authorities as required in connection consent of the Disclosing Party (including with any filing in relation respect to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;Pulmatrix’s NasoCalm Data).
9.3.3. Made by the receiving Party (b) is made (i) 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, Third Parties (including consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful contractors and actual and bona fide potential sublicensees) on a need-to-know basis and solely in connection with the Manufacture or Exploitation exercise of the Licensed Products Receiving Party’s rights or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by under this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use Agreement (including with respect to such activities conducted under the Operational Plan and Exploitation of Licensed Products) or (ii) to actual or bona fide potential acquirers (as evidenced by a bona fide term sheet) or investors or financing partners; provided that (A) Sensory Cloud, as the Receiving Party, may disclose to investors or financing partners Confidential Information substantially similar of Pulmatrix the disclosure of which has been approved by Pulmatrix prior to the obligations of confidentiality and non-use of Effective Date, (B) unless Pulmatrix provides its consent, Sensory Cloud, as the receiving Receiving Party, shall not have the right to disclose to any Third Party pursuant to this Article 9; provided further that each Section 7.3(b) any NasoCalm Data, and (C) prior to making any disclosure permitted by this Section 7.3(b), the applicable Affiliate or Third 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 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 receiving Party to existing or 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 at least as stringent in scope as those set forth in Section 7.1, except that the duration of such Confidential Information substantially similar to obligations may be for as long as can reasonably be negotiated under the obligations of confidentiality and non-use of circumstances, but in any case at least a duration that is commercially reasonable under the receiving Party circumstances; or
(c) is made pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingSection 7.4 or Section 7.5.
Appears in 1 contract
Sources: Collaboration and License Agreement (Pulmatrix, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information Notwithstanding the provisions of Section 3.2 hereof, each of BioSepra, LTI and BSA may, to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-nationalnecessary, 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 law; provided, however, that the receiving Party shall first have given notice and subject 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;
9.3.2. Made assumption by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment intended recipient 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 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 no less restrictive than those set forth in Section 3.2, disclose and use Confidential Information of another Party hereto, consistent with respect the rights of such Party granted hereunder, where such disclosure is (a) for the purpose of engaging in research and development, conducting clinical testing and marketing programs, or securing institutional or government approval to clinically test or market any product, (b) for the purpose of sharing clinical trial results and data with third parties conducting clinical trials, (c) for the purpose of securing patent protection for an invention within the scope of the Improvements or (d) for the purpose of complying with laws, statute, rules or court order. Notwithstanding the foregoing, no Party hereto may disclose the Confidential Information of another Party hereto to a third party, other than a government for approval or patenting purposes, unless such third party agrees not to disclose such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; any further party. Except as provided further that each Party herein, BioSepra 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitornot, without obtaining ViroPharma’s prior written consent in writingof LTI, which may be withheld at LTI's absolute discretion, disclose any LTI Technology or LTI Improvements. If BioSepra requests such consent, LTI agrees to reasonably consider such request, and to respond timely. Except as provided herein, neither LTI nor BSA shall, without prior written consent of BioSepra, which may be withheld at BioSepra's absolute discretion, disclose any BioSepra Improvements. If LTI or BSA requests such consent, BioSepra agrees to reasonably consider such request, and to respond timely.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose the other Party's --------------------- Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawreasonably necessary in: ***Confidential Treatment Requested
(a) filing, prosecuting and maintaining patent applications and patents as provided for under Article 5;
(b) prosecuting or defending litigation related to this Agreement or the subject matter thereof; or
(c) complying with applicable laws, governmental regulations (including those relating to product development and regulatory approval) or court orders; provided, however, that if a Party is required to make any such disclosure of the receiving other Party's Confidential Information under this Section 7.2, the disclosing Party shall first have given will give reasonable advance notice to the disclosing other 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; disclosure requirement and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response will use reasonable efforts 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 any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such informationConfidential Information as is required to be disclosed;
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 be necessary or useful in (d) connection with the Manufacture Incyte distribution of Incyte's information products that include some or Exploitation all of the Licensed Products or otherwise Project Results in connection accordance with the performance terms of its obligations or exercise this Agreement as long as Incyte first notifies Sequenom of its rights as contemplated any Sequenom Confidential Information that Incyte reasonably believes is necessary for disclosure for such distribution purpose, and Sequenom consents, such consent not to be unreasonably withheld by this Agreement; providedSequenom, however, provided however that such Persons notice and consent requirement will not apply to the disclosure of Project Results or Collaboration IP) or
(e) Sequenom 's contract services with third parties to manufacture primers provided that (i) such services are solely for the benefit of Sequenom, (ii) no intellectual property rights are transferred to such third party provider, and (iii) any transfer of isSNP ▇▇▇▇▇▇▇▇ ▇▇▇▇ shall be subject to obligations of confidentiality non-disclosure 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 which are no less stringent than those in this Article 9; provided Agreement without any 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 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)permitted disclosure.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Technology Access and Collaboration Agreement (Sequenom Inc)
Permitted Disclosures. Each Notwithstanding Section 11.1.2, either Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving other Party to such Party’s legal counsel, such disclosure is otherwise required by lawAffiliates and (a) [***]; provided, however, that the receiving Party shall first have given notice to the disclosing Party (b) its 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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, advisorsemployees, consultants, contractorsagents, existing or prospective collaboration partners or licensees or other Third Parties as may 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 substantially similar to the obligations of confidentiality and non-use 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 on a need to treat such Confidential 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 receiving Party to existing or 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 financingknow basis, 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 written obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; and (c) its and their accountants and lawyers, on a need to know basis, each of whom prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; provided that, the scope of Confidential Information that may be disclosed to any Person under this Section 11.1.3 is limited to the terms of this Agreement and any notices given hereunder and not any other Confidential Information of such other Party unless otherwise agreed to in writing by such other Party. In addition, notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances set forth below. In any such event, to the extent legally practicable, the receiving Party pursuant shall (i) give reasonable advance notice to this Article 9the other Party of such disclosure; provided, however, that INS shall make no and (ii) take reasonable steps to avoid or minimize the scope of such disclosure by securing confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise):
11.1.3.1 in the case of Broad or Company as the receiving Party, prosecuting or defending litigation in accordance with Article 7 of this Agreement;
11.1.3.2 in the case of Company as the receiving Party, making filings with the Securities and Exchange Commission or foreign equivalent, any stock exchange or market, or any Regulatory Authorities, which shall include publicly disclosing or filing this Agreement as a Competitor“material agreement” in accordance with applicable law or applicable stock exchange regulations; and
11.1.3.3 in the case of Broad or Company as the receiving Party, without obtaining ViroPharma’s prior consent in writingcomplying with applicable laws, rules, regulations or orders requiring submission of such information to governmental authorities, including disclosures ordered by the FDA or similar authorities, courts of competent jurisdiction or other government authorities or agencies. 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.
Appears in 1 contract
Sources: License Agreement (BioNTech SE)
Permitted Disclosures. Each 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 the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be reasonably necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with following instances:
(a) the performance by the Receiving Party of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, provided that wherever reasonable and practicable in the circumstances the recipient of any such Persons 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 Receiving Party pursuant to this Article 98;
(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 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 with respect to Arena, the Arena ex-US Distributors, 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-US 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-US Distributors as agreed to by the Parties pursuant to Section 5.7; provided further that each Party shall remain responsible for wherever reasonable and practicable in the circumstances the recipient of 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 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 shall be subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Receiving Party pursuant to this Article 98;
(h) with respect to Eisai, disclosure of any Program Know-How in connection with the exercise of its rights under Section 5.6(b); and
(i) with respect to Arena, disclosure of any Product Information to Arena ex-US 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 wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to reasonable and customary obligations of confidentiality with respect to such Confidential Information. Notwithstanding the foregoing, in the event the Receiving Party or a Recipient is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 8.4(d) or Section 8.4(e) to comply with a subpoena or other legal order, it shall, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and give the Disclosing Party a reasonable opportunity to quash such subpoena or order and to obtain a protective order requiring that the Confidential Information 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, howeverfurther, that INS 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 make no be limited to the Disclosing Party’s Confidential Information that is legally required to be disclosed in response to such disclosure subpoena or order and shall still be subject to a Competitor, without obtaining ViroPharma’s prior consent the restrictions on use set forth in writingthis Article 8.
Appears in 1 contract
Sources: Marketing and Supply Agreement (Arena Pharmaceuticals Inc)
Permitted Disclosures. Each Notwithstanding Section 4.1, a receiving Party may shall be permitted to disclose Confidential Information of the disclosing Party, if such Confidential Information:
(a) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Product under this Agreement, in each case, in accordance with this Agreement, but such disclosure may be only to the extent that such disclosure is:
9.3.1. Made reasonably necessary to obtain patents or authorizations, and provided [**] = Certain confidential information contained in response this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion Rule 24b-2 of the receiving Party’s legal counselSecurities Exchange Act of 1934, as amended. that reasonable steps are taken to ensure confidential treatment of 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 orderavailable);
9.3.2. Made (b) is disclosed by the receiving Party (or its Affiliates) to the Regulatory Authorities as required in connection with Related Parties, agent(s), consultant(s), and/or other Third Parties for any 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 and all purposes the receiving Party to its sublicensees or its Affiliates deem necessary or their respective Affiliates or by advisable in the course of conducting activities in accordance with this Agreement (including the exercise of licenses granted to the receiving PartyParty hereunder, its sublicensees and/or, in the case of Merck (or its or their respective Affiliates to its or their respective attorneysAffiliates), auditorsengaging in transactions with potential Third Party collaborators, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or service providers and/or other transferees of rights and/or obligations hereunder) on the condition that such Third Parties as may agree to be necessary or useful bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained 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, howeverthat, that such Persons with respect to Confidential Information received by NewLink from Public Health Canada, the foregoing shall at all times be subject to obligations terms of confidentiality and non-use with respect provisions of the NewLink Canada License;
(c) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement;
(d) is deemed necessary by the receiving Party to be disclosed in connection with a potential or actual financing, merger or acquisition of the receiving Party (or its Affiliate), in which case such Party shall have the further right to disclose Confidential Information to Third Parties involved in such financing, merger or acquisition, provided that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially similar are no less stringent than those confidentiality and non-use provisions contained in this Agreement; or
(e) is required by the terms of the NewLink Canada License to be disclosed to Public Health Canada to satisfy NewLink’s or Merck’s, as applicable, obligations to report any required information, on the obligations condition that, Public Health Canada be bound by terms of confidentiality and non-use provisions with respect to such information, as specified in the NewLink Canada License. [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the receiving Securities Exchange Act of 1934, as amended. In addition, if a Party pursuant is required by judicial or administrative process or Applicable Law to this Article 9; provided further disclose Confidential Information of the other Party that each is subject to the non-disclosure provisions of Section 4.1, such Party shall remain responsible for any failure by its sublicensees promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge 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 limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or 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 by Applicable Law shall remain otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of Section 4.1, and the Party disclosing Confidential Information pursuant to law or court order or as required by Applicable Law shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingInformation.
Appears in 1 contract
Sources: License and Collaboration Agreement (Newlink Genetics Corp)
Permitted Disclosures. Each Party may disclose Confidential Information The confidentiality obligations contained in Sections 4.1 and 4.2 above shall not apply to the extent that such disclosure is:
9.3.1. Made in response (a) any receiving Party (the “Recipient”) is required (i) to disclose information by law, order or regulation of a valid order of governmental agency or a court of competent jurisdiction jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case: that the Recipient shall provide written notice thereof to the other supra-nationalParties and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, federalor thereafter became public knowledge, national, regional, state, provincial or local governmental or regulatory body other than as a result of competent jurisdiction or, if in the reasonable opinion actions of the receiving Party’s legal counsel, such disclosure is otherwise required Recipient in violation hereof; (ii) the disclosed information was rightfully known by law; provided, however, that the receiving Party shall first have given notice Recipient (as shown by its written records) prior to the disclosing date of disclosure to the Recipient by the other Parties 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 given not under a duty of confidentiality to any other Party; or (iv) the disclosing Party a reasonable opportunity disclosed information was independently developed by the Recipient without access to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject or use 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 by any other Party.
4.3.1 The Parties acknowledge that HDC has certain time-critical reporting obligations by virtue of its status as a public corporation and agree to cooperate with HDC in response to such court or governmental order shall be limited to that information which is legally required preparation of a press release regarding the execution and general terms of this Development Agreement and the Quest License Agreement 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 any 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 be necessary or useful in connection issued concurrently with the Manufacture or Exploitation Form 8-K report that must be filed by HDC within four (4) business days of the Licensed Products Effective Date. The Parties agree that no press release shall mention MD ▇▇▇▇▇▇▇▇ without the prior written approval of MD ▇▇▇▇▇▇▇▇ 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 substantially similar to the obligations of confidentiality and non-use contravention 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 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 provisions of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use Section 9.1 of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.Sponsored Research Agreement attached hereto as Exhibit C.
Appears in 1 contract
Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.3.1. Made 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 or and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law or the requirements of a national securities exchange or other similar regulatory body; provided, however, provided that the receiving Receiving Party shall first have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing 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 information which is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made 9.2.2 made by the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing in relation to a filing, application or request for Regulatory AuthorizationApproval; provided, however, provided that reasonable measures shall be taken to assure obtain confidential treatment of such information;
9.3.3. Made 9.2.3 made by the receiving 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 the Receiving Party to its sublicensees actual or its or their respective Affiliates or by the receiving Partyprospective acquirers, its sublicensees or its or their respective Affiliates to its or their respective attorneysmerger candidates, auditorsinvestors, advisorsSublicensees, consultants, contractorsagents, existing or prospective collaboration partners or licensees or other Third Parties subcontractors or, with respect to Sanofi as may be necessary or useful the Receiving Party, investors in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the performance of 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 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 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 subject to reasonable obligations of confidentiality and non-use confidentiality, (ii) be informed of the receiving Party pursuant confidential nature of the Confidential Information so disclosed, and (iii) agree 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 hold such Confidential 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 subject to the requirements of this Article 9)terms thereof.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: License Agreement (Zai Lab LTD)
Permitted Disclosures. Each (a) The Receiving Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counselDisclosing Party only (i) to Affiliates and officers, such disclosure is otherwise required by law; provideddirectors, howeveremployees, that agents and contractors of 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 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 with a specific need to its or their respective attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise know such information in connection with the performance of its obligations Services or exercise of its exercising Receiving Party’s rights as contemplated by under this Agreement; providedAgreement (each, howeveran “Authorized Agent”), 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; provided further that each Party such Authorized Agent 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 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 receiving Party to existing or 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 at least as stringent as those contained in this Agreement and the Receiving Party informs such Authorized Agent of the restrictions and obligations under this Agreement prior to such Confidential Information substantially similar disclosure; (ii) to actual or prospective Third Party investors, lenders, acquirers or potential licensees of Product rights to the extent relevant and for the purpose of evaluating any actual or potential investment, lending relationship, acquisition or license, provided that each such Third Party shall be bound by obligations of confidentiality and non-use substantially consistent with those contained in this Agreement and the Receiving Party informs such Authorized Agent of the receiving restrictions and obligations under this Agreement prior to such disclosure, provided further that the term of confidentiality and non-use to which such Third Party is obligated shall be no less than *** years; and (iii) as required by a valid order of a court or other governmental body with jurisdiction over the Receiving Party or as required by applicable law. If a Receiving Party is required to disclose Confidential Information of the Disclosing Party by a valid order of a court, Regulatory Authority, or other governmental body with jurisdiction over the Receiving Party or by applicable law, the Receiving Party will (A) provide the Disclosing Party with reasonable prior written notice of such disclosure (to the extent legally permissible and reasonably practicable) and afford the Disclosing Party the opportunity to seek, and will reasonably cooperate with such Disclosing Party in seeking, confidential treatment of the Confidential Information required to be disclosed to avoid or minimize any disclosure to the public; and (B) reasonably limit the disclosure to what is legally required as directed by its legal counsel. Any unauthorized disclosure or use of a Disclosing Party’s Confidential Information by a Receiving Party’s Authorized Agent shall be treated as a breach of this Agreement by the Receiving Party.
(b) Notwithstanding the other terms of this Agreement, FivePrime shall have the right to disclose Confidential Information of Cytovance to the FDA, EMA or other regulatory agencies in Investigational New Drug Applications (IND) or in order to obtain governmental licenses or marketing approval, including pursuant to this Article 9; provideda Biologics License Application (BLA), howeverregarding Products, provided that INS shall make no FivePrime limits disclosure of Cytovance’s Confidential Information to what is reasonably necessary to satisfy the applicable requirements of such regulatory agency and FivePrime reasonably seeks to avoid or minimize any disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingthe public of such Confidential Information.
Appears in 1 contract
Sources: Master Services Agreement (Five Prime Therapeutics Inc)
Permitted Disclosures. Each Notwithstanding the provisions of Section 11.1 above and subject to Sections 11.3 and 11.4 below, each Party hereto may use and disclose the other Party’s Confidential Information to its Affiliates, licensees, permitted Sublicensees, contractors and any other Third Parties to the extent that such use and/or disclosure is reasonably necessary to exercise the rights granted to it, or reserved by it, under this Agreement, prosecuting or defending litigation, complying with Applicable Laws, submitting information to tax or other governmental authorities or * Certain Confidential Information Contained In This Document, Marked By Brackets, Is Filed With The Securities And Exchange Commission Pursuant To Rule 24b-2 Of The Securities Exchange Act Of 1934, As Amended. conducting clinical trials hereunder with respect to any Product. If a Party is required by Applicable Law to make any such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving other Party’s legal counselConfidential Information, such disclosure is otherwise required by law; providedto the extent it may legally do so, however, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure and, 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;
9.3.2. Made by the receiving Party save to the Regulatory Authorities as required extent inappropriate in connection with any filing in relation the case of patent applications or otherwise, will use its good faith efforts to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3. Made by the receiving Party Confidential Information prior to its sublicensees disclosure (whether through protective orders or its or their respective Affiliates or by otherwise). For any other disclosures of the receiving other Party’s Confidential Information, its sublicensees or its or their respective Affiliates including to its or their respective attorneysAffiliates, auditorslicensees, advisorspermitted Sublicensees, consultants, contractors, existing or prospective collaboration partners or licensees or contractors and other Third Parties as may 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; providedParties, 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 9; provided further that each a Party shall remain responsible for any failure ensure that the recipient thereof is bound 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 a written confidentiality agreement as materially protective of such Confidential 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)11.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Development and Commercialization Agreement (Xenoport Inc)
Permitted Disclosures. Each Party may disclose Confidential Information provided by the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; providedreasonably necessary in the following instances: ** CONFIDENTIAL TREATMENT REQUESTED
(a) disclosure to governmental or other regulatory agencies in order to obtain patents on Collaboration Technology, however, that the receiving Party shall first have given notice Gilead Technology and/or Genelabs Technology or to gain or maintain approval to conduct clinical trials or to market Product (in each case 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 extent permitted by this Agreement; provided), however, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations;
(b) complying with applicable court orders or governmental regulations;
(c) disclosure by Gilead to Related Gilead Parties for the sole purpose of conducting development and/or commercialization of Collaboration Compounds and Products in accordance with the terms and conditions of this Agreement on the condition that such Persons shall Related Gilead Parties agree to be subject to obligations of bound by confidentiality and non-use with respect obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Confidential Information substantially similar Related Gilead Parties shall be no less than five (5) years; or
(d) disclosure to consultants, agents or other Third Parties solely to the obligations 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 such Third Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement or for the purposes of such financing; provided the term of confidentiality for such Third Parties shall be no less than five (5) years. Each Party shall obtain written agreements from each of its employees and consultants who perform work on the Research Program, which agreements shall obligate such persons to similar obligations of confidentiality and to assign to such Party all inventions made by such persons during the course of performing the Research Program. If a Party is required by judicial or administrative process to disclose Information that is subject to the non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party pursuant an opportunity to this Article 9; provided further challenge or limit the disclosure obligations. Information that each Party is disclosed by judicial or administrative process 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 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 otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of this Article 4, and the Party disclosing Information substantially similar to the obligations of confidentiality and non-use of the receiving Party 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. Genelabs shall consult with Gilead on the provisions of this Article 9; providedAgreement and the Research Plan, howevertogether with schedules or other attachments attached thereto, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent be redacted in writingany filings made by the Genelabs with the Securities and Exchange Commission or as otherwise required by law.
Appears in 1 contract
Sources: License and Research Collaboration Agreement (Genelabs Technologies Inc /Ca)
Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure isis reasonably necessary in the following instances:
9.3.1. Made in response to a valid 12.2.1 obtaining or maintaining Regulatory Approval of the Licensed Products;
12.2.2 complying with law, regulation or order of a any Regulatory Authority, court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body rule 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 orderstock exchange;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 12.2.3 disclosure to its sublicensees or its or their respective Affiliates or by the receiving PartyRepresentatives, 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 be necessary or useful in each case on a need-to-know basis in connection with the Manufacture Development, manufacture, or Exploitation Commercialization of the any Licensed Products or otherwise Product in connection accordance with the performance terms of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject to in each case under written obligations of confidentiality and non-use with respect at least as stringent as those herein; and
12.2.4 disclosure to such Confidential Information substantially similar to actual and bona fide potential investors, acquirors, licensees, sublicensees, and other financial or commercial partners for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under customary and industry standard written obligations of confidentiality and non-use use; provided that, where the terms of this Agreement are being disclosed, the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition, or collaboration, which redaction shall be prepared in consultation with the other Party.
12.2.5 Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; provided further that each Section 12.2.1 or 12.2.2, it will, except where impermissible or impracticable, give reasonable advance notice to the other Party of such disclosure and comply with all reasonable requests of the disclosing Party with respect to maintaining confidence in such Confidential Information and in any event 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 use the same diligent efforts to treat secure confidential treatment of such Confidential Information as required under this Article 9 (as if such sublicenseesParty would use to protect its own Confidential Information, Affiliatesbut in no event less than reasonable efforts. In any event, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third the Parties were Parties directly bound agree to the requirements take reasonable action to avoid disclosure of this Article 9).
9.3.4Confidential Information. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party Any information disclosed pursuant to this Article 9; providedSection 12.2 shall remain Confidential Information and subject to the restrictions set forth in this Agreement, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingincluding the foregoing provisions of this ARTICLE 12.
Appears in 1 contract
Sources: Exclusive Research Collaboration, Option and License Agreement (Silence Therapeutics PLC)
Permitted Disclosures. Each Party Notwithstanding the restrictions of Section 7(a) above, either party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure other party that 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 compliance with applicable laws or order by a court or other governmental order;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorizationauthority having competent jurisdiction; provided, howeverthat, that if a party is required to make any such disclosure of any Confidential Information of the disclosing party, such party will give reasonable measures advance written notice to such disclosing party of such disclosure requirement and if requested by the disclosing party, shall be taken (at the disclosing party’s cost) use its reasonable efforts to assure secure confidential treatment of such information;
9.3.3Confidential 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. Made by Furthermore, notwithstanding the receiving Party foregoing or the restrictions of Section 7(a) above, (i) each party shall be entitled to its sublicensees or its or their respective Affiliates or by (A) use 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 be necessary or useful Confidential Information disclosed hereunder in connection with the Manufacture or Exploitation enforcing its rights under this Letter Agreement, and (B) disclose any Confidential Information to its advisors and attorneys for purposes of the Licensed Products or otherwise advising such party in connection with the performance this Letter Agreement and that are under a duty of its obligations or exercise confidentiality, and (ii) Drawbridge may share Confidential Information with a potential assignee of its rights hereunder so long as contemplated by this Agreement; providedsuch assignee executes a confidentiality agreement with confidentiality obligations substantially similar to those contained herein, howeverand (iii) Company may disclose Confidential Information, that such Persons shall be subject to with obligations of confidentiality and non-use with respect comparable to such Confidential Information substantially similar those contained herein, to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure by its sublicensees a third party or its legal or their respective Affiliatesfinancial advisors in connection with a proposed merger, attorneysacquisition, auditorsspin-off, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential 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 receiving Party to existing or 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 or similar transaction of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to Company or its Subsidiaries involving such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingthird party.
Appears in 1 contract
Permitted Disclosures. Each Party (as Receiving 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 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 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 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;
7.2.4 disclosure to a Taxing Authority in connection with the Tax affairs or a reporting obligation of the 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 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 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; or
7.2.6 to the extent that such disclosure is:
9.3.1. Made is made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or and local governmental governmental, Taxing Authority, or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving 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 lawreason of filing with securities regulators or the rules of a stock exchange on which the securities of the Receiving Party are listed (or to which an application for listing has been submitted); provided, however, that before any such disclosure, the receiving Receiving Party shall first have given notice to notify the disclosing Disclosing Party and given provide the disclosing Disclosing Party a reasonable opportunity to quash such order and 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 agency or, if disclosed, be used only for the purposes for which the order was issuedissued or such disclosure was required by Applicable Law; and provided further 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 or Applicable Law 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 any 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 order 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 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 substantially similar to the obligations of confidentiality and non-use 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 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)Applicable Law.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding the restrictions set forth in Section 11.1(a), the receiving Party may disclose Confidential Information of the other Party to:
(i) governmental or other regulatory agencies in order to obtain Patents or to gain or maintain approval to conduct clinical trials or to market Products, but such disclosure may be only to the extent that such disclosure is:reasonably necessary to obtain Patents or authorizations; or [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that (ii) as the receiving Party shall first have given notice deems necessary 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 PartyAffiliates, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisorsagents, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary for the Development, Manufacture or useful Commercialization of Product(s), or in connection with the Manufacture a potential or Exploitation actual licensing transaction or contractual obligation related to such Product(s) or potential or actual loan, financing or investment or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and obligations as a result of the Licensed Products completing such transactions) or otherwise in connection with the performance of order to perform its obligations or exercise of its rights as contemplated under this Agreement, in each case on the condition that any Third Parties, other than Regulatory Authorities, to whom such disclosures are made agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided, however, provided that such Persons shall be subject to obligations the term of confidentiality and non-use applicable to such Third Parties shall be no less than [***] (but of shorter duration if customary given the nature of such Person (i.e., investors, lenders and banking institutions) from the date of disclosure to them, provided further, that with respect to such Confidential Information substantially similar to the obligations of a Party that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information 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 Affiliatesa Third Party, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential 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 receiving Party to existing or 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 obligations shall apply for so long as such Party is required to keep such information confidential under such Third Party agreement (including any MacroGenics Third Party Agreement and Zai Third Party Agreement), but only if such Party informs the other Party in writing of such additional obligations and identifies to the other Party at the time of disclosure the information subject to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingadditional obligations.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding the provisions of Section 12.1 above, each Party hereto may disclose the other Party’s Confidential Information to its Affiliates, licensees, Subdistributors and any other Third Parties to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise reasonably necessary to exercise the rights granted to it, or reserved by it, under this Agreement (including the right to grant sublicenses, as applicable), prosecuting or defending litigation, complying with applicable governmental laws or regulations, submitting information to tax or other governmental authorities or * Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. conducting clinical trials hereunder with respect to the Product. If a Party is required by law; providedlaw or regulations to make any such disclosure of the other Party’s Confidential Information, howeverto the extent it may legally do so, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure and, 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;
9.3.2. Made by the receiving Party save to the Regulatory Authorities as required extent inappropriate in connection with any filing in relation the case of patent applications or otherwise, will use its good faith efforts to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3. Made by the receiving Party Confidential Information prior to its sublicensees disclosure (whether through protective orders or its or their respective Affiliates or by otherwise). For any other disclosures of the receiving other Party’s Confidential Information, its sublicensees or its or their respective Affiliates including to its or their respective attorneysAffiliates, auditorslicensees, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or Subdistributors and other Third Parties Parties, a Party shall ensure that the recipient thereof is bound by a written confidentiality agreement as may materially protective of such Confidential Information as this Section 12. If the Party whose Confidential Information is to 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 disclosed has not filed a patent application with respect to such Confidential Information substantially similar Information, it may require the other Party to delay the proposed disclosure (to the obligations extent the disclosing Party may legally do so), for up to ninety (90) days, to allow for the filing of confidentiality and non-use 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 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)an application.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent that (and only to the extent) such disclosure is:
9.3.1. Made in response : (a) necessary by either Party to a valid order comply with Applicable Laws (including any securities Applicable Laws or the rules of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction orsecurities exchange in a relevant jurisdiction) and with judicial process, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawsubject to an order of the court, or with written consent of the Disclosing Party; provided, however, that that, where legally permissible, (i) the receiving Receiving Party shall first notify the Disclosing Party of the Receiving Party’s intent to make any disclosure sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, including seeking protective orders or injunctive relief, and (ii) consistent with Applicable Laws, the Disclosing Party shall have given notice the right to suggest reasonable changes to the disclosing disclosure to protect its interests, and the Receiving Party and given the disclosing Party a reasonable opportunity shall not unreasonably refuse to quash include such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held changes in confidence its disclosure; (b) 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 Gritstone or its or their respective Affiliates or by the receiving PartySublicensees, 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 be necessary or reasonably useful in connection with the Development, Manufacture or Exploitation Commercialization of the a Product that uses or employs Licensed Products or otherwise Intellectual Property, including labeling requirements and disclosures in connection with obtaining Marketing Authorization Approvals, so long as the performance Development, Manufacture or Commercialization of its obligations such Product has been and is performed in a manner that complies with the terms and conditions of Gritstone’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; (c) by either Party in connection with discussions with and to current or exercise of its rights as contemplated by this Agreement; providedprospective investors, howeveracquirers, merger partners, or financing sources and their advisors, provided that such Persons shall be subject to parties are bound by enforceable obligations of confidentiality and non-use with respect to such Confidential Information at least substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to as protective as this Article 9VII; and (d) as 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 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)in Section 7.6.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Nonexclusive License and Development Agreement (Gritstone Bio, Inc.)
Permitted Disclosures. Each Notwithstanding the restrictions set forth in Section 10.1(a), the receiving Party may disclose Confidential Information of the other Party to:
(i) governmental or other regulatory agencies in order to obtain Patents or to gain or maintain approval to conduct clinical trials or to market Products, but such disclosure may be only to the extent that such disclosure is:reasonably necessary to obtain Patents or authorizations; or
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that (ii) as the receiving Party shall first have given notice deems necessary 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 PartyAffiliates, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisorsagents, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary for the Development, Manufacture (with respect to MacroGenics permitted disclosures, provided that this shall additionally apply to [***] with respect to its [***] solely in the event Zai exercises its option to [***] pursuant to Section 5.4(b)) or useful Commercialization of Product(s), or in connection with the Manufacture a licensing transaction or Exploitation contractual obligation related to such Product(s) or loan, financing or investment or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and obligations as a result of the Licensed Products completing such transactions) or otherwise in connection with the performance of order to perform its obligations or exercise of its rights as contemplated under this Agreement, in each case on the condition that any Third Parties, other than Regulatory Authorities, to whom such disclosures are made agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided, however, provided that such Persons shall be subject to obligations the term of confidentiality and non-use applicable to such Third Parties shall be no less than [***] years (but of shorter duration if [***]; provided that with respect to any Confidential Information of MacroGenics hereunder that MacroGenics informed Zai in writing at or prior to the time of disclosure to Zai that such Confidential Information substantially similar (either in itself or as a category of information) constitutes confidential information under the Incyte Agreement such shorter duration may not be less than [***] years) from the date of disclosure to the obligations them, provided further, that with respect to Confidential Information of a Party that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information 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 Affiliatesa Third Party, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential 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 receiving Party to existing or 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 obligations shall apply for so long as such Party is required to keep such information confidential under such Third Party agreement (including a MacroGenics Third Party Agreement), but only if such Party informs the other Party in writing of such additional obligations and identifies to the other Party at the time of disclosure the information subject to such additional obligations. Without limiting the foregoing or remainder of this Section 10.1, with respect to such Confidential Information substantially similar of MacroGenics disclosed to Zai THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. hereunder that at the time of disclosure to Zai, MacroGenics identifies such confidential information as a trade secret under the Incyte Agreement, prior to Zai disclosing such trade secret to a Third Party (to the extent permitted hereunder), Zai must expressly contractually bind the Third Party to obligations of confidentiality to keep the trade secret confidential to the extent protected as a trade secret under Applicable Laws and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingRegulations.
Appears in 1 contract
Permitted Disclosures. Each 10.3.1 Either Party may disclose Confidential Information disclosed to it by the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice Applicable Law or for making applications or submissions 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection otherwise dealing with any 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 be necessary or useful Authority in connection with the Development, Manufacture or Exploitation marketing of the Licensed Products or otherwise for the filing, prosecution, maintenance and enforcement of Patents under, and in connection with the performance of its obligations or exercise of its rights as contemplated by accordance with, this Agreement; Agreement provided, however, that such Persons Confidential Information shall be disclosed only to the extent reasonably necessary to comply with Applicable Law, to obtain authorizations or to file, prosecute, maintain or enforce Patents under this Agreement, and provided that no generative AI system or program is used for any such activities without the Disclosing Party’s prior written consent, unless it is an internal, secure system or program.
10.3.2 If a Party is required by Applicable Law to disclose Confidential Information that is subject to the non-disclosure provisions of Section 10.2, 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 of and the Party subject to disclosure obligations shall take into account any measures reasonably requested and comments made by the other Party in good faith. Unless Confidential Information is disclosed to the public according to Applicable Law, it shall remain otherwise subject to the confidentiality and non-use provisions of Section 10.2, and the Party disclosing Confidential Information pursuant to Applicable Law shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information.
10.3.3 A Party may disclose Confidential Information of the other Party, including the existence and terms of this Agreement (however excluding, as far as legally possible, any and all information and terms contained within the Agreement), or the Parties’ activities under this Agreement, to the extent such disclosure is reasonably necessary when a Party is or becomes obliged to disclose Confidential Information by Applicable Laws that apply to publicly traded companies, such as e.g. U.S. securities laws, rules and regulations published by the National Association of Securities Dealers Automated Quotations (NASDAQ) or other applicable stock exchanges, the U.S. Stock Exchange Regulations or the EU Market Abuse Regulation as reasonably determined by the legal counsel of such Party, provided that (i) in case of a prospectus and associated offering material, any disclosures in associated offering materials shall be non-sensitive and the level of information shall be consistent with customary disclosures made by such Party and (ii) whenever possible, the other Party shall be given adequate (commonly at least [**], but in any case not less than [**]) advance notice of any such disclosure to provide comments to the Disclosing Party, and the Disclosing Party shall apply reasonable efforts to reasonably consider such comments provided by such other Party on the proposed disclosure and to redact the information consistent with the intentions of this Agreement that information shall not be disclosed unless necessary to comply with Applicable Law or applicable other regulations or if the other Party provides its prior written consent. In any event, a Party shall notify the other Party of any disclosure made pursuant to this Section 10.3.3 promptly after such disclosure. In case either Party is obliged to publish the Agreement as a “material agreement” in accordance with the U.S. stock exchange regulations or similar regulations of another country (“SEC Filing”), the Agreement shall be redacted by the filing Party as far as legally possible, and the filing Party shall cooperate with the other Party reasonably in advance to such SEC Filing to enable the other Party to review and comment on the scope of such redaction.
10.3.4 BI may use and disclose CUE Confidential Information with respect to such Confidential Information substantially similar CUE Technology to the obligations of confidentiality and non-use of the receiving Party pursuant extent reasonably necessary for BI to this Article 9; provided further that each Party shall remain responsible for any failure by practice 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 as required rights under this Article 9 Section 5.1 (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“CUE Technology License”).
9.3.4. Made by the receiving Party to existing or 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 10.3.5 CUE may use and non-use disclose BI Confidential Information with respect to Collaboration Foreground IP to the extent reasonably necessary for CUE to practice its rights under Section 5.3 (“Collaboration Foreground IP License”), provided that, CUE may not use and disclose any such BI Confidential Information substantially similar that (a) was developed solely by BI or (b) that is relevant to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingB Cell Depletion.
Appears in 1 contract
Sources: Collaboration and License Agreement (Cue Biopharma, Inc.)
Permitted Disclosures. Each Notwithstanding the obligations of confidentiality and non-use set forth above, a receiving Party may disclose provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement as may be reasonably required in order to perform its obligations or exercise its rights under this Agreement, and specifically to (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 necessary for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed potential 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the actual performance of its obligations or exercise of its rights as contemplated by under this Agreement in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 13.1.3; (b) Regulatory Authorities or other Governmental Authorities in order to obtain patents or perform its obligations or exercise its rights under this Agreement; provided, however, provided that such Persons shall Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by 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 or listing entity; and (d) with respect to the terms of this Agreement only, any bona fide actual or prospective Acquirers, underwriters, financial advisors, investors, lenders, or other non-strategic financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees, or strategic partners and to employees, directors, agents, consultants, and advisers of any such Third Party, in each case, who are under obligations of confidentiality and non-use with respect to such information that is no less stringent than the terms of this Section 13.1.3 (but of duration customary in confidentiality agreements entered into for a similar purpose with underwriters, financial advisors, investors, lenders, or other non-strategic financing sources but not less than [***]). If a Party is required by Law to disclose Confidential Information substantially similar of the other Party that is subject to the obligations confidentiality or non-disclosure provisions of this Section 13, then if legally permitted, such Party will 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. Notwithstanding Section 13.1.2, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use 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 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 provisions of this Article 9).
9.3.4Section 13.1.3. Made If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, then such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and [***] have terms identified by such other Party afforded confidential treatment by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingapplicable regulatory agency.
Appears in 1 contract
Sources: Distribution Agreement (Alpha Healthcare Acquisition Corp.)
Permitted Disclosures. Each Notwithstanding the restrictions set forth in Section 10.1(a), the receiving Party may disclose Confidential Information of the other Party to:
(i) governmental or other regulatory agencies in order to obtain Patents or to gain or maintain approval to conduct clinical trials or to market the Product, but such disclosure may be only to the extent that such disclosure is:reasonably necessary to obtain Patents or authorizations; or
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that (ii) as the receiving Party shall first have given notice deems necessary 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 PartyAffiliates, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisorsagents, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary for the Development, Manufacture (with respect to MacroGenics permitted disclosures) or useful Commercialization of the Product, or in connection with a licensing transaction or contractual obligation related to the Manufacture Product or Exploitation loan, financing or investment or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and obligations as a result of the Licensed Products completing such transactions) or otherwise in connection with the performance of order to perform its obligations or exercise of its rights as contemplated under this Agreement, in each case on the condition that any Third Parties, other than Regulatory Authorities, to whom such disclosures are made agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided, however, provided that such Persons shall be subject to obligations the term of confidentiality and non-use applicable to such Third Parties shall be [***] (but of shorter duration if customary given the nature of such Person (i.e., investors, lenders and banking institutions; provided that with respect to any Confidential Information of MacroGenics hereunder that MacroGenics informed I-MAB in writing at or prior to the time of disclosure to I-MAB that such Confidential Information substantially similar (either in itself or as a category of information) constitutes confidential information under the Incyte Agreement such shorter duration [***]) from the date of disclosure to the obligations I-MAB, provided further, that with respect to Confidential Information of MacroGenics that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information of the receiving a Third Party pursuant to this Article 9; provided further that each under a MacroGenics Third Party shall remain responsible for any failure by its sublicensees or its or their respective AffiliatesAgreement, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential 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 receiving Party to existing or 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 obligations shall apply for so long as MacroGenics is required to keep such information confidential under such a MacroGenics Third Party Agreement. Without limiting the foregoing or remainder of this Section 10.1, with respect to such Confidential Information substantially similar of MacroGenics disclosed to I-MAB hereunder that at the time of disclosure to I-MAB, MacroGenics identifies such confidential information as a trade secret under the Incyte Agreement, prior to I-MAB disclosing such trade secret to a Third Party (to the extent permitted hereunder), I-MAB shall expressly contractually bind the Third Party to obligations of confidentiality to keep the trade secret confidential to the extent protected as a trade secret under Applicable Laws and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingRegulations.
Appears in 1 contract
Sources: Collaboration Agreement (I-Mab)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.3.1. Made 11.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law or the requirements of a national securities exchange or other similar regulatory body; provided, however, provided that the receiving Receiving Party shall first have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing 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 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 information which is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made 11.2.2 made by the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing in relation to a Regulatory Authorization; providedfiling, however, that reasonable measures shall be taken to assure confidential treatment of such informationapplication or request for Market Approval;
9.3.3. Made 11.2.3 made by the receiving Receiving Party to initiate or defend litigation or otherwise establish rights or enforce obligations under this Agreement;
11.2.4 made by the Receiving Party to its sublicensees licensors or actual or prospective acquirers, investors, collaborators, licensees, partners, merger candidates, or, with respect to MedRx as the Receiving Party, investors in connection with a Monetization (and to its or and their respective Affiliates or by Affiliates, representatives and financing sources); provided that (a) such disclosure shall be limited to the receiving Disclosing Party, its sublicensees or its or their respective Affiliates ’s Confidential Information that such Third Party needs to its or their respective attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful know in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection transaction contemplated with the performance of its obligations or exercise of its rights as contemplated by this Agreement; providedsuch Third Party, however, (b) each such Third Party signs an agreement that such Persons shall be subject to contains obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the Receiving Party’s obligations of confidentiality and non-use hereunder, (c) each such Third Party to whom information is disclosed shall (i) be informed of the receiving Party pursuant confidential nature of the Confidential Information so disclosed and (ii) agree to this Article 9; provided further that each hold such Confidential Information subject to the terms thereof, and (d) the Receiving 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 breach of such Confidential 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 receiving Party to existing or 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 by such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingThird Party[***].
Appears in 1 contract
Sources: Joint Development and License Agreement (Alto Neuroscience, Inc.)
Permitted Disclosures. Each Party hereto may disclose the other’s Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required by law; providedto make any such disclosure of another Party’s Confidential Information, however, that the receiving Party shall first have given it will give reasonable advance notice to the disclosing latter 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 ordisclosure and, 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 will use its commercially reasonable best efforts 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 any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information;
9.3.3information prior to its disclosure (whether through protective orders or otherwise). Made by In no event shall Novartis, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the receiving Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Novartis Confidential Information in any patent application without written consent from Novartis, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. Notwithstanding anything in this Agreement or in any other agreement to the contrary, each Party to its sublicensees or its or their respective Affiliates or by the receiving Partythis Agreement (and each employee, its sublicensees or its or their respective Affiliates to its or their respective attorneysrepresentative, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be necessary or useful executed in connection with the Manufacture or Exploitation herewith, as of the Licensed Products or otherwise in connection with earlier of (a) the performance date of its obligations or exercise public announcement of its rights as discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such Persons disclosure shall be subject prohibited to obligations the extent required to comply with any applicable federal or state securities laws; and provided further that the confidentiality provisions of this Agreement and the other agreements and instruments relating to the transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, without limitation, the names and other identifying details of any Party to this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Internal Revenue Code (the “Code”) and non-use shall be construed in a manner consistent with such purpose. Each Party recognizes that the privilege each has with respect to the confidentiality of the transaction contemplated by this Agreement or the confidentiality of a communication relating to such Confidential Information substantially similar transaction, including a confidential communication with its attorney or with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing. Novartis and its Affiliates hereby agree to be parties to the obligations Confidentiality Agreement described in Section 1.10 as of confidentiality and non-use its effective date. Public Announcements. No public announcement or other disclosure to Third Parties concerning the existence of, terms, or subject matter of this Agreement shall be made, either directly or indirectly, by any Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the receiving other Party pursuant and agreement upon the nature and text of such announcement or disclosure. The Party desiring to this Article 9; provided further that each Party shall remain responsible for make any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees such public announcement or other Third Parties disclosure (including, without limitation, those which are legally required or may be required for recording purposes) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to treat public release, which shall be at least three (3) business days prior to release of such Confidential Information as required under this Article 9 (as if proposed announcement or disclosure, and shall provide the other Party with a written copy thereof, in order to allow 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 receiving Party to existing comment upon such announcement or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or disclosure. Each Party agrees that it shall cooperate fully with the 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 all disclosures regarding this Agreement to the obligations of confidentiality Securities Exchange Commission and non-use of the receiving Party pursuant to this Article 9; providedany other governmental or regulatory agencies, however, that INS shall make no such disclosure to a Competitorincluding, without obtaining ViroPharma’s prior consent limitation, requests for confidential treatment of proprietary information of either Party included in writingany such disclosure. Notwithstanding the foregoing, Novartis hereby agrees that Unigene shall be entitled to issue a press release in the form attached hereto as Exhibit H without the need for further approval by Novartis.
Appears in 1 contract
Permitted Disclosures. Each (a) Either Party may disclose Confidential Information disclosed to it by the other Party to the extent that such disclosure is:is required (i) by Applicable Law or (ii) for making applications or submissions to or otherwise dealing with regulatory authorities in connection with the development, manufacture or marketing of Compounds and/or Products or obtaining Patent Rights, in each case, in accordance with this Agreement; provided, that in the case of (ii) such Confidential Information shall be disclosed only to the extent reasonably necessary to obtain Patent Rights or authorizations.
9.3.1. Made in response to (b) In the event that a valid order public disclosure of a court of competent jurisdiction or other supra-nationalinformation about this Agreement is required, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of counsel, by the receiving rules of any securities exchange or market on which a Party’s legal counselsecurities are listed or traded, and to the extent permitted by the notification timing requirements of such rules, the Party desiring to make such a disclosure shall use its best efforts to provide copies in a timely manner of the proposed disclosure in advance of such disclosure is otherwise required for the non-disclosing Party’s prior review and comment and shall give due consideration to any comments by law; provided, however, that the receiving Party shall first have given notice non- disclosing Party. Subject to the disclosing Party foregoing (and given in particular to the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that extent permitted by the Confidential Information and documents that are the subject notification timing requirements of such order be held rules), it is understood that a Party may not make any disclosure of the financial terms and other material conditions of this Agreement without the prior written consent of the other Party following the procedure set forth in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided this Section. It is further understood that if a any disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order under this Section shall be limited to factual, non-speculative information that, in the reasonable opinion of counsel, would have a material effect on the price or value of the disclosing Party’s securities on such exchange or market and that information which is legally required not covered by an exception to be disclosed in response to such court or governmental order;
9.3.2. Made disclosure by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment rules of such information;exchange or market.
9.3.3. Made by (c) Either Party may also disclose 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 be necessary or useful in connection with the Manufacture or Exploitation terms and conditions 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 Agreement under terms of confidentiality and non-use with respect to such Confidential Information obligations that are substantially similar to no less stringent than the obligations of confidentiality and non-use provisions in this Agreement [***].
(d) If a Party is required, by a written order of a court or administrative body of competent jurisdiction and such order is subject to contempt provisions, to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 4.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party pursuant an opportunity to this Article 9; provided further challenge or limit the disclosure obligations. Confidential Information that each Party is disclosed by judicial or administrative process 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 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 otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of this Section 4.1, and the Party disclosing Confidential Information pursuant to such written order shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingInformation.
Appears in 1 contract
Sources: Research Collaboration and License Agreement (Bionomics Limited/Fi)
Permitted Disclosures. Each A receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
5.3.1 disclosure to governmental or other regulatory agencies in order to obtain Patent Rights as contemplated by law; providedthis Agreement or to obtain or maintain approval to conduct Clinical Trials or to market Licensed Product, however, that the receiving Party shall first have given notice but such disclosure may be only to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and extent reasonably necessary to obtain a protective order requiring that such Patent Rights or authorizations;
5.3.2 complying with applicable court orders and governmental laws and regulations, including regulations promulgated by securities exchanges, as described in the Confidential Information and documents that are the subject last paragraph of such order be held in confidence Section 5.1;
5.3.3 is deemed necessary 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 Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in response the ordinary course of business in accordance with this Agreement on the condition that such Third Parties agree to such court or governmental orderbe bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement;
9.3.2. Made 5.3.4 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the Regulatory Authorities as required in connection with any filing in relation sole purpose of enabling such attorneys, independent accountants or financial advisors to a Regulatory Authorization; provided, however, that reasonable measures shall be taken provide advice 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 on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
5.3.5 is deemed necessary by Company to be disclosed to its or their respective attorneys, auditors, advisorsand its Affiliates’ employees, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful and agents, in connection with the Manufacture or Exploitation of the Licensed Products or otherwise each case on a need-to-know basis in connection with the performance of its obligations Company’s obligations, or exercise of its rights as contemplated by rights, under this Agreement; provided, however, that such Persons shall be subject to Agreement and under written obligations of confidentiality and non-use with respect obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
5.3.6 to such Confidential Information substantially similar to actual and bona fide potential investors, acquirors, and other financial partners for the purpose of evaluating or carrying out an actual or potential investment or acquisition, in each case under appropriate written obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Information pursuant to Section 5.3.1, 5.3.2, or 5.3.6, it will, give reasonable advance notice to the other Party of such required disclosure and comply with all reasonable requests of the disclosing Party with respect to maintaining confidence in such Confidential Information substantially similar and in any event shall use at least the same diligent efforts to the obligations secure confidential treatment of confidentiality and non-such Information as such Party would use to protect its own Information, but in no event less than reasonable efforts. In any event, each Party agrees to take all reasonable action to challenge, limit, or avoid disclosure of the receiving Party other Party’s Information. Any information disclosed pursuant to this Section 5.3 shall remain subject to the foregoing confidentiality provisions of this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing5.
Appears in 1 contract
Sources: Research Collaboration and Exclusive License Agreement (Janux Therapeutics, Inc.)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.3.1. Made 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 or and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law or the requirements of a national securities exchange or other similar regulatory body; provided, however, provided that the receiving Receiving Party shall first have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing 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 information which is legally required to be disclosed in response to such court or governmental order;
9.3.2. Made 9.2.2 made by the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing in relation to a filing, application or request for Regulatory AuthorizationApproval; provided, however, provided that reasonable measures shall be taken to assure obtain confidential treatment of such information;
9.3.3. Made 9.2.3 made by the receiving 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 the Receiving Party to its sublicensees actual or its or their respective Affiliates or by the receiving Partyprospective acquirers, its sublicensees or its or their respective Affiliates to its or their respective attorneysmerger candidates, auditorsinvestors, advisorsSublicensees, consultants, contractorsagents, existing or prospective collaboration partners or licensees or other Third Parties subcontractors or, with respect to Sanofi as may be necessary or useful the Receiving Party, investors in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the performance of 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 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 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 subject to reasonable obligations of confidentiality and non-use confidentiality, (ii) be informed of the receiving Party pursuant confidential nature of the Confidential Information so disclosed, and (iii) agree 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 hold such Confidential 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 subject to the requirements of terms thereof. [*] = Certain confidential information contained in this Article 9).
9.3.4. Made document, marked by brackets, has been omitted and filed separately with the receiving Party Securities and Exchange Commission pursuant to existing or 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 obligations of confidentiality and non-use Rule 406 of the receiving Party pursuant to this Article 9; providedSecurities Act of 1933, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingas amended.
Appears in 1 contract
Sources: License Agreement (Zai Lab LTD)
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. 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 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 lawjurisdiction; provided, however, that the receiving Party shall first have given notice to the disclosing Party and 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 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;
9.3.2. 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 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 in relation to a filing, application or request for Regulatory AuthorizationApproval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
9.3.3. 4.2.4 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 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party Emergent to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators; 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 at least equivalent in scope to those set forth in this Article IV; or
4.2.5 Made by HPA to potential investors in any spin-off entity to which HPA intends to transfer its business relating to the Development Program (as defined in each of the BT Development Agreement and the rBOT Development Agreement) and the Exploitation of Licensed Products (as defined in each of the BT License Agreement and the rBOT License Agreement) and HPA Products (as defined in each of the BT License Agreement and the rBOT License Agreement), each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect at least equivalent in scope to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to those set forth in this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingIV.
Appears in 1 contract
Sources: Exclusive Distribution Agreement (Emergent BioSolutions Inc.)
Permitted Disclosures. Each Party and its Affiliates may disclose Confidential Information provided by the other Party or its Affiliates to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; providedreasonably necessary in the following instances:
(a) disclosure to governmental or other regulatory agencies in order to obtain patents on Collaboration Technology, howeverJoint Technology, that the receiving Party shall first have given notice PHARMA Background Technology and/or Genelabs Background Technology or to gain or maintain approval to conduct clinical trials or to market Product (in each case 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 extent permitted by this Agreement; provided), however, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations;
(b) complying with applicable court orders or governmental regulations;
(c) disclosure by PHARMA to its Affiliates for the sole purpose of conducting development and/or commercialization of Collaboration Compounds and Products in accordance with the terms and conditions of this Agreement on the condition that such Persons shall Affiliates agree to be subject to obligations of bound by confidentiality and non-use with respect obligations at least equivalent in scope to such Confidential Information substantially similar those contained in this Agreement; or
(d) disclosure to consultants, agents or other Third Parties solely to the obligations 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 such Third Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement or for the purposes of such financing. Each Party shall obtain written agreements from each of its employees and consultants who perform work on the Research Program, to the extent that the equivalent of such agreements are not already in place, which agreements shall obligate such Persons to similar obligations of confidentiality and to assign to such Party all inventions made by such Persons during the course of performing the Research Program. If a Party or its Affiliate is required by judicial or administrative process to disclose Information that is subject to the non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party pursuant an opportunity to this Article 9; provided further challenge or limit the disclosure obligations. Information that each Party is disclosed by judicial or administrative process 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 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 otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of this Article 4, and the Party or Affiliate disclosing Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; providedlaw or court order shall take all reasonable steps necessary, howeverincluding without limitation obtaining an order of confidentiality, that INS shall make no to ensure the continued confidential treatment of such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingInformation.
Appears in 1 contract
Sources: License and Research Collaboration Agreement (Genelabs Technologies Inc /Ca)
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction orjurisdiction; PROVIDED, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, howeverHOWEVER, 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 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;
9.3.2. (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 Information pursuant to this Section 7.2(b);
(c) Made by the receiving Party to the Regulatory Authorities or Patent authorities as required in connection with any filing in relation to a filing, application or request for Regulatory AuthorizationApproval, Patent approval or other intellectual property protection; providedPROVIDED, howeverHOWEVER, that reasonable measures shall be taken to assure confidential treatment of such informationinformation to the extent available;
9.3.3. (d) Made by the receiving Party to its sublicensees Millennium 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 be necessary or useful in connection with the Manufacture or Exploitation of the any Licensed Products Product or otherwise Diagnostic 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 performance Exploitation of its obligations any Licensed Product or exercise of its rights Diagnostic Product, as contemplated applicable, including permissible subcontracting and sublicensing transactions in connection therewith; or
(f) Upon an IP Reversion Termination in a country, made 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure by its sublicensees BZL or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Affiliates to Third Parties to treat in connection with the Exploitation of any Licensed Product or Diagnostic Product, as applicable, solely in such Confidential Information as required under this Article 9 (as if such sublicenseescountry, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees including permissible subcontracting and other Third Parties were Parties directly bound to the requirements of this Article 9)sublicensing transactions in connection therewith.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Development and License Agreement (Millennium Pharmaceuticals Inc)
Permitted Disclosures. Each Party The Operator may disclose items of Confidential Information to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 Data 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 any 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 third parties as may be necessary or useful in connection with the Manufacture operation of a Designated Prospect, provided such third parties are bound by written agreement to keep secret the Confidential Data for a period of time not less than is set forth in Article 7.1 of this Agreement (or Exploitation a lesser period if agreed by all Parties). The Operator shall promptly inform the other Parties hereto of the Licensed Products names of such third parties and list the items of Confidential Data disclosed. Notwithstanding anything herein to the contrary and subject to the restrictions that: (i) the Confidential Data shall not be removed from the custody and premises of the Party making such disclosure, excepting disclosure made pursuant to items (1) and (5) below; and (ii) that such third party be bound by written agreement not to use or otherwise disclose the Confidential Data except for the express purpose for which such disclosure is to be made, any Party may disclose, in connection whole or in part, the Confidential Data:
(1) to any Affiliate of such Party provided such Affiliate shall be bound by the confidentiality provision contained herein; or
(2) to any bona fide financially responsible, prospective assignee of any portion of such Party's Working Interest (including but not limited to an entity with the performance whom a Party or its Affiliates is conducting bona fide negotiations directed toward a merger, consolidation or a sale of a Party's or an Affiliate's shares or substantially all of its assets in the OCS Gulf of Mexico), provided that the disclosing Party shall give all other Parties to this Agreement not less than fifteen (15) days advance written notice specifying the extent to which that Party intends to disclose the Confidential Data to the prospective assignee and the name of such prospective assignee; or
(3) to any potential contractors or professional consultants engaged by or on behalf of such Party and acting in that capacity where such disclosure is essential to such contractor's or consultant's work; or
(4) to any bank or other financial institution to the extent appropriate to a Party arranging financing for its obligations or exercise of its rights as contemplated by under this Agreement; providedor,
(5) to the extent required by the terms of any Lease, howeveror by law, order, decree, regulation or rule (including without limitation, those of any regulatory agency, securities commission, stock exchange, judicial or administrative proceeding). If a Party is legally compelled to disclose any Confidential Data such Party shall promptly provide all other Parties to this Agreement written notice of such proceedings so that such Persons shall be subject to obligations of confidentiality and the non-use with respect to disclosing Parties may seek a protective order or other remedy. A disclosing Party shall furnish only such Confidential Information substantially similar Data as is legally required and will use its reasonable efforts to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible obtain confidential treatment 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 Confidential Data disclosed; or,
(6) to treat such Confidential Information as required under this Article 9 (as if such sublicensees, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees an entity desiring to transport and/or purchase Hydrocarbons produced hereunder for the purpose of making Hydrocarbon reserve estimates and other Third Parties were Parties directly bound to the requirements of this Article 9)technical evaluations.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding Section 6.1, a Receiving Party may shall be permitted to disclose Confidential Information of the Disclosing Party, if such Confidential Information:
6.2.1 is disclosed by or on behalf of the Receiving Party (or its Affiliates) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct Clinical Trials or to Commercialize Product under this Agreement, in each case, in accordance with this Agreement, but such disclosure may be only to the extent that reasonably necessary for such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-nationalpurpose, 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 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be steps are taken to assure ensure confidential treatment of such informationConfidential Information (if available);
9.3.3. Made 6.2.2 is disclosed by or on behalf of the receiving Receiving Party to its sublicensees (or its or their respective Affiliates or by the receiving PartyAffiliates) to Affiliates, its sublicensees or its or their respective Affiliates to its or their respective attorneyslicensees, auditorssublicensees, advisorsagent(s), consultantsconsultant(s), contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be for any and all purposes the receiving Party or its Affiliates deem necessary or useful advisable in the course of conducting activities in accordance with this Agreement (including (a) the exercise of licenses granted to the Receiving Party or its Affiliates hereunder, (b) engaging in transactions with potential Third Party collaborators, licensees or service providers in connection with the Manufacture Development, Manufacture, Commercialization or Exploitation of Program Antigens and Products pursuant to this Agreement or (c) other transferees of rights or obligations hereunder) on 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, condition that such Persons shall Third Parties agree to be subject bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement (but of shorter (but in all cases reasonable) duration if customary and reasonable under the circumstances); or
6.2.3 is deemed necessary by counsel to the Receiving Party (or its Affiliates) to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party (or its Affiliates), on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (or, with respect to attorneys, are otherwise under professional codes of conduct giving rise to expectations 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; 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 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 9use).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information to the extent that such disclosure which is:
9.3.1. Made in response to (a) disclosed by a valid order of a court of competent jurisdiction Party 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 law; provided, however, that the receiving Party shall first have given notice its Representatives pursuant 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 requirements of such order be held in confidence by such court law, regulation, 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 instruments thereunder 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any filing legal proceedings, including if required by the Access to Information Act;
(b) already in relation the possession of the Recipient at the time of its disclosure by the Disclosing Party to the Recipient under this Agreement;
(c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a Regulatory Authorization; providedsource other than the Disclosing Party, however, provided that reasonable measures shall the source of information is not known to the Recipient to be taken to assure confidential treatment bound by any obligations of confidentiality which prohibit disclosure of such information;
9.3.3. Made (d) used or disclosed by the receiving Party Recipient with the prior written approval of the Disclosing Party;
(e) furnished by EDC to the Auditor General of Canada;
(f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, following the signing of the Agreement, of the following information: the name of the Supplier, the amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, and a general description of the Services and Deliverables.
B3.2 In addition to 3.1, the terms of this Confidentiality Agreement shall not apply to Confidential Information that is not Customer Information which is:
(a) independently developed by the Recipient;
(b) in the public domain at the time of its sublicensees disclosure, or its or their respective Affiliates subsequently made available to the general public by a person other than the Recipient, or by the receiving PartyRecipient, its sublicensees or its or their respective Affiliates but only to its or their respective attorneysthe extent that in making such information public, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees the Recipient was not in breach of this Confidentiality Agreement; or
(c) requested by any governmental agency or other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation regulatory authority (including any self-regulatory organization having have jurisdiction).
B3.3 If any portion of the Licensed Products Confidential Information falls within any one of the above exceptions listed in B3.1 or otherwise in connection with B3.2, the performance remainder of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall Confidential Information will continue to be subject to obligations the prohibitions and restrictions set forth in Section B1. B3.4 Specific items and details of confidentiality and non-use with respect to such Confidential Information substantially similar shall not be deemed to the obligations of confidentiality and non-use be within any of the receiving Party pursuant exceptions in Section B3 only because such item or detail is generally referred to this Article 9; provided further in more general information 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 falls within such Confidential 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)exception.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Consulting Services Agreement
Permitted Disclosures. Each Party may Business Associate is permitted to disclose Confidential Information PHI in order to provide the Services pursuant to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection with any 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 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 Business Associate shall not disclose PHI in any manner that would constitute a violation of HIPAA if so disclosed by Covered Entity. Business Associate may disclose PHI: (i) for the proper management and administration of Business Associate if such Persons disclosure is Required by Law or if "Reasonable Assurances" are obtained; (ii) to carry out the legal responsibilities of Business Associate if such disclosure is Required by Law or if "Reasonable Assurances" are obtained; or (iii) as Required by Law. To the extent that Business Associate discloses PHI to a third party pursuant to Section 2(b)(i) or (ii) above under Reasonable Assurances, Business Associate must obtain in writing, prior to making any such disclosure: (x) reasonable assurance from the third party that such PHI will be held in a confidential manner; (y) reasonable assurance from the third party that such PHI will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to such third party; and (z) an agreement from the third party to immediately notify Business Associate of any breaches of confidentiality of such PHI, to the extent the third party has obtained knowledge of such breach (collectively, "Reasonable Assurances"). Except as Required by Law, Business Associate shall be not disclose PHI to a health plan for payment or healthcare operations if the individual subject to obligations the PHI has requested such restriction, the individual (or designee) pays out of confidentiality pocket in full for the health care item or service to which the PHI relates, and non-use the restriction has been made known to Business Associate in accordance 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; 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 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 Section 3(b) of this Article 9)BA Agreement.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Party party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of a country or any political subdivision thereof of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction; provided, however, that the receiving Party party, if not legally prohibited, shall first have given notice to the disclosing Party party and given the disclosing Party party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and and/or 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 such response to such court or governmental order;
9.3.2. (b) Otherwise required by law, in the opinion of legal counsel to the receiving party;
(c) Made by the receiving Party party to (i) the Regulatory Authorities regulatory authorities as required in connection with any filing in relation to a Regulatory Authorizationapplications for regulatory approvals for the Licensed Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationinformation or (ii) the United States Patent and Trademark Office or any equivalent agency or governmental authority outside the United States of America in connection with any filing, prosecution, divisions, continuations, continuations-in-part, reissues, re-examinations, renewals, substitutions, extensions or provisionals involving any patent application or issued patent;
9.3.3. (d) Made by the receiving Party 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 third parties as may be necessary or useful in connection with the Manufacture or Exploitation development and commercialization of the Licensed Products or otherwise in connection with the performance of its obligations or exercise of its rights Product as contemplated by this Agreement, including, without limitation, Sublicensing; 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 party in question shall in each case obtain from the proposed third party recipient a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Article 94; 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 as required under this Article 9 or
(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. e) Made by the receiving Party party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes third parties regarding disclosure of obtaining financing, each the existence and terms of whom prior to disclosure must be bound by this Agreement under obligations of confidentiality (i) to agents, advisors, lenders and non-use investors, and (ii) to potential agents, advisors, lenders, purchasers (in mergers and acquisitions and/or licensing transactions), investors and other business partners, in connection with respect to such Confidential Information substantially similar Party’s activities hereunder, in connection with such Party’s financing activities or if in the process of a mergers and acquisitions and/or licensing transaction, but only to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no extent required for such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingactivities.
Appears in 1 contract
Sources: Exclusive Patent License Agreement (Ligand Pharmaceuticals Inc)
Permitted Disclosures. Each Notwithstanding Section 4.1, a receiving Party may shall be permitted to disclose Confidential Information of the disclosing Party, if such Confidential Information:
(a) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Product under this Agreement, in each case, in accordance with this Agreement, but such disclosure may be only to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 reasonably necessary to obtain a protective order requiring patents or authorizations, and provided that the reasonable steps are taken to ensure confidential treatment of such 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 orderavailable);
9.3.2. Made (b) is disclosed by the receiving Party (or its Affiliates) to the Regulatory Authorities as required in connection with Related Parties, agent(s), consultant(s), and/or other Third Parties for any 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 and all purposes the receiving Party to its sublicensees or its Affiliates deem necessary or their respective Affiliates or advisable in the course of conducting activities in accordance with this [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Agreement (including the exercise of licenses granted to the receiving PartyParty hereunder, its sublicensees and/or, in the case of Merck (or its or their respective Affiliates to its or their respective attorneysAffiliates), auditorsengaging in transactions with potential Third Party collaborators, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or service providers and/or other transferees of rights and/or obligations hereunder) on the condition that such Third Parties as may agree to be necessary or useful bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained 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, howeverthat, that such Persons with respect to Confidential Information received by NewLink from Public Health Canada, the foregoing shall at all times be subject to obligations terms of confidentiality and non-use with respect provisions of the NewLink Canada License;
(c) is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement;
(d) is deemed necessary by the receiving Party to be disclosed in connection with a potential or actual financing, merger or acquisition of the receiving Party (or its Affiliate), in which case such Party shall have the further right to disclose Confidential Information to Third Parties involved in such financing, merger or acquisition, provided that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially similar are no less stringent than those confidentiality and non-use provisions contained in this Agreement; or
(e) is required by the terms of the NewLink Canada License to be disclosed to Public Health Canada to satisfy NewLink’s or Merck’s, as applicable, obligations to report any required information, on the obligations condition that, Public Health Canada be bound by terms of confidentiality and non-use provisions with respect to such information, as specified in the NewLink Canada License. In addition, if a Party is required by judicial or administrative process or Applicable Law to disclose Confidential Information of the receiving other Party pursuant that is subject to this Article 9; provided further that each the non-disclosure provisions of Section 4.1, such Party shall remain responsible for any failure by its sublicensees promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge 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 limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or 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 by Applicable Law shall remain otherwise subject to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 provisions of Section 4.1, and the Party disclosing Confidential Information pursuant to law or court order or as required by Applicable Law shall take all steps reasonably necessary, including without limitation obtaining an order of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with respect the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. confidentiality, to ensure the continued confidential treatment of such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingInformation.
Appears in 1 contract
Sources: License and Collaboration Agreement (Newlink Genetics Corp)
Permitted Disclosures. Each 7.2.1 Notwithstanding Section 7.1, each Party may shall be permitted to disclose Confidential Information of the other Party, if such Confidential Information:
(i) is disclosed by a Party (or its Affiliates) to a Governmental Authority in order to maintain or obtain regulatory approval to manufacture and/or market Merck Product, but such disclosure may be only to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by 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 reasonably necessary 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 orderapprovals;
9.3.2. Made (ii) is disclosed by the receiving Party (or its Affiliates) to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; providedagent(s), howeverconsultant(s), that reasonable measures shall be taken to assure confidential treatment and/or other Third Parties who are performing obligations of such information;
9.3.3. Made by the receiving Party or exercising rights granted 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 Party under this Agreement on the condition that such Third Parties as may agree to 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 bound by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information obligations that substantially similar to the obligations of are no less stringent than those confidentiality and non-use of the receiving Party pursuant provisions contained in this Agreement;
(iii) is deemed necessary by counsel 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 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 receiving Party to existing be disclosed to such Party’s attorneys, independent accountants or potential acquirers financial advisors for the sole purpose of enabling such attorneys, independent accountants or merger candidates; investment bankers; or existing or potential investorsfinancial advisors to provide advice to the receiving Party, venture capital firms or other on the condition that such attorneys, independent accountants and financial institutions or investors for purposes of obtaining financing, each of whom prior advisors agree to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information obligations that substantially similar to the obligations of are no less stringent than those confidentiality and non-use provisions contained in this Agreement; or
(iv) is disclosed in connection with a merger or acquisition of a given Party (or its Affiliate) or a divestiture of a portion of such Party’s business related to this Agreement (or a given Merck Product, as applicable), such Party shall have the further right to disclose the material financial terms of this Agreement (or such Merck Product, as applicable, to Third Parties involved in such merger or acquisition provided that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement.
7.2.2 In addition, if a Party is required by judicial or administrative process or Applicable Law to disclose Confidential Information that is subject to the non-disclosure provisions of Section 7.1, such Party shall promptly inform the other Party of the receiving disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or as required by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of Section 7.1, and the Party disclosing Confidential Information pursuant to this Article 9; providedlaw or court order or as required by Applicable Law shall take all steps reasonably necessary, howeverincluding obtaining an order of confidentiality, that INS shall make no to ensure the continued confidential treatment of such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingConfidential Information.
Appears in 1 contract
Permitted Disclosures. Each Party party may disclose Confidential Information to the extent that such disclosure is:
9.3.1. (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or 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 lawjurisdiction; provided, however, that the receiving Party party shall first have given notice to the disclosing Party party and given the disclosing Party 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;
9.3.2. (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 Information pursuant to this Section 7.3(b);
(c) Made by the receiving Party party to the Regulatory Authorities as required in connection with any filing in relation to a filing, application or request for Regulatory AuthorizationApproval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;; or
9.3.3. (d) Made by the receiving Party to its sublicensees ZYCOS 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 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 including subcontracting 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; 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 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)sublicensing transactions in connection therewith.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding Section 8.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; providedreasonably necessary in the following instances:
(a) exercising its or its Affiliates’ rights under this Agreement, howeverincluding in the case of United Therapeutics, 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 purpose of developing the order was issued; Product, seeking, obtaining and provided further that if a disclosure order is not quashed maintaining Marketing Approvals of Product (including complying with the requirement of Regulatory Authorities with respect to filing for, obtaining and maintaining Marketing Approval of the Product) and manufacturing 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 ordercommercializing Product;
9.3.2. Made (b) filing or prosecuting Patents as permitted by the receiving Party this Agreement;
(c) prosecuting or defending litigation as permitted by this Agreement; 33.
(d) complying with Applicable Laws, including regulations promulgated by security exchanges (specifically recommendations and requests from NASDAQ stock exchange), court order or administrative subpoenas or orders or otherwise submitting information to the Regulatory Authorities as required tax or other Governmental Authorities;
(e) disclosure to Affiliates, contractors, employees, agents, consultants, licensees or sublicensees who need to know such information in connection with any filing in relation development, manufacturing, regulatory and commercialization activities with respect 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 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 Product as contemplated by this Agreement; provided, however, . provided that in each case the recipients of such Persons shall be Confidential Information are subject to obligations of confidentiality and non-use obligations consistent in scope with respect those set forth in this Article 8; and; and
(f) in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis in order to further the purposes of this Agreement; provided that in connection with such disclosure, the Disclosing Party shall inform each disclosee of the confidential nature of such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that cause 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 disclosee to treat such Confidential Information as confidential. In the event the Receiving Party is required under this Article 9 to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 8.3(c) or (as if d), it shall promptly notify the other Party of such sublicenseesrequired disclosure and shall use reasonable efforts to obtain, Affiliatesor to assist the other Party in obtaining, attorneysa protective order or confidential treatment limiting or preventing the required disclosure, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound to disclose only the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or potential acquirers or merger candidatesminimum information necessary for such disclosure; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors provided that such Confidential Information disclosed accordingly shall only lose its confidentiality protection 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingdisclosure.
Appears in 1 contract
Sources: License and Collaboration Agreement (Mannkind Corp)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.3.19.2.1. Made made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law or the requirements of a national securities exchange or other similar regulatory body; provided, however, provided that the receiving Receiving Party shall first have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing 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 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 information which is legally required to be disclosed in response to such court or governmental order;
9.3.29.2.2. Made made by the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing in relation to a Regulatory Authorization; providedfiling, however, that reasonable measures shall be taken to assure confidential treatment of such informationapplication or request for Market Approval;
9.3.39.2.3. Made made by the receiving Receiving Party to its sublicensees initiate or its defend litigation or their respective Affiliates otherwise establish rights or enforce obligations under this Agreement;
9.2.4. made by the receiving Receiving Party to actual or prospective acquirers, investors, merger candidates, or, with respect to Sanofi as 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 be necessary or useful investors in connection with the Manufacture or Exploitation of the Licensed Products or otherwise in connection with the performance of a Monetization (and to its obligations or exercise of its rights as contemplated by this Agreementand their respective Affiliates, representatives and financing sources); provided, however, provided that (a) each such Persons shall be subject to Third Party signs an agreement that contains obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the Receiving Party’s obligations of confidentiality and non-use hereunder (except that the obligations under such agreement may terminate [***] years after disclosure of the receiving relevant information), and (b) each such Third Party pursuant to this Article 9; provided further that each Party whom information is disclosed 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 (i) be informed of the confidential nature of the Confidential Information so disclosed and (ii) agree to treat hold such Confidential 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 subject to the requirements of this Article 9)terms thereof.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that reasonably necessary in 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 following instances: (a) filing 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities prosecuting Patents as required in connection with any 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 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 permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; and (d) 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, howeverin each case, that any such Persons shall Third Party agrees to be subject to obligations bound by similar terms of confidentiality and non-use with respect at least as stringent as those set forth in this ARTICLE 8. Notwithstanding the foregoing, in the event a Party is required to such make a disclosure of the other Party’s Confidential Information substantially similar pursuant to Section 8.3(b) or 8.3(c), it shall, except where impracticable, give reasonable advance notice to the obligations other Party of confidentiality such disclosure and non-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 that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this ARTICLE 8. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 8.4 Confidentiality of this Agreement and its Terms. Except as otherwise provided in this ARTICLE 8, each Party agrees not to disclose to any Third Party the existence of this Agreement or the terms of this Agreement without the prior written consent of the receiving other Party pursuant to this Article 9; provided further hereto, except 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 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 may disclose the requirements terms of this Article 9).
9.3.4Agreement that are not otherwise made public as contemplated by Section 8.5 below and as permitted under Section 8.3. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.8.5
Appears in 1 contract
Sources: Manufacture and Supply Agreement
Permitted Disclosures. Each Notwithstanding the foregoing confidentiality and non-use obligation, each Party may disclose the other Party’s Confidential Information Information:
(a) to its Affiliates or to its or their respective advisors and accountants strictly on a need-to-know basis, if such Affiliates, respective advisors and accountants and other permitted recipients are bound in writing by confidentiality and non-use obligations no less restrictive than the terms of this Article 6 or have a fiduciary duty of confidentiality, and provided such Party will be responsible for compliance of each such recipient with the confidentiality and non-use obligations set forth in this Article 6 and this Agreement; and
(b) to the extent such disclosure is reasonably necessary in connection with:
(i) Prosecution and Maintenance of Patents as permitted by this Agreement;
(ii) prosecuting or defending litigation;
(iii) complying with Applicable Laws, governmental authorities and governmental regulations, stock exchange rules, court orders, and administrative subpoena or orders;
(iv) submitting information to regulatory authorities as required in connection with any regulatory filings for a product that such disclosure is:Party has a license or right to develop in a given country or jurisdiction;
9.3.1. Made in response to (v) complying with 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 entity;
(vi) for external audit purposes;
(vii) submitting information to tax authorities; or, if in the reasonable opinion
(viii) upon prior written consent of the receiving disclosing Party. provided that if a Party is required to make any such disclosure of the other Party’s legal counselConfidential Information in subclauses (i), (ii), (iii) or (v), it shall give reasonable advance notice (e.g. which will be sufficient to enable such other Party to apply for patent protection for inventions to be disclosed), to the extent possible, to such other Party of such disclosure is otherwise required and, shall cooperate with such other Party, at such other Party’s reasonable cost and expense, in any effort by law; provided, however, that the receiving such other 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 secure a protective order requiring blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information, and will limit any disclosure to the minimum information 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 Party reasonably determines 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;disclosed.
9.3.2. Made by the receiving Party (c) Notwithstanding anything to the Regulatory Authorities as required contrary in this Agreement, either Party may disclose this Agreement and the other Party’s Confidential Information to the Party’s actual or potential financial investors, acquirers, and/or other financing (including debt) sources or to actual and/or potential collaborators, licensees or licensors to: (i) provide financing to, or monitor its or their investment in, the Party, (ii) to assist the Party in evaluating the transactions contemplated or in fulfilling its obligations or exploiting its rights hereunder, or (iii) in connection with any filing in relation to a Regulatory Authorization; providedtax, howeveraccounting, 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 finance or other Third Parties as may be necessary reasonable business purpose and, in each case (i) – (iii), who are, prior to receiving such disclosure, bound by written 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 professional confidentiality and non-use with respect to obligations for such Confidential Information purpose substantially similar to the obligations those contained herein (but of confidentiality and non-use 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 as required under this Article 9 (as shorter duration 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 9customary).
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information which is: (a) disclosed by a Party or its Representatives pursuant to the requirements of law, regulation, or instruments thereunder or in connection with any legal proceedings, including if required by the Access to Information Act; (b) already in the possession of the Recipient at the time of its disclosure by the Disclosing Party to the Recipient under this Agreement; (c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a source other than the Disclosing Party, provided that the source of information is not known to the Recipient to be bound by any obligations of confidentiality which prohibit disclosure of such information; (d) used or disclosed by the Recipient with the prior written approval of the Disclosing Party; (e) furnished by EDC to the Auditor General of Canada; or (f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, following the signing of the Agreement, of the following information: the name of the Supplier, the amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, and a general description of the Services and the Work.
B3.2 In addition to 3.1, the terms of this Confidentiality Agreement shall not apply to Confidential Information that is not Customer Information which is: (a) independently developed by the Recipient; (b) in the public domain at the time of its disclosure, or subsequently made available to the general public by a person other than the Recipient, or by the Recipient, but only to the extent that in making such disclosure is:
9.3.1. Made information public, the Recipient was not in response to a valid order breach of a court of competent jurisdiction this Agreement; or (c) requested by any governmental agency or other supraregulatory authority (including any self-national, federal, national, regional, state, provincial or local governmental or regulatory body organization having have jurisdiction).
B3.3 If any portion 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 falls within any one of the subject above exceptions listed in B3.1 or B3.2, the remainder 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 will continue 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 any 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 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 the prohibitions and restrictions set forth in Section B1. B3.4 Specific items and details of confidentiality and non-use with respect to such Confidential Information substantially similar shall not be deemed to the obligations of confidentiality and non-use be within any of the receiving Party pursuant exceptions in Section B3 only because such item or detail is generally referred to this Article 9; provided further in more general information 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 falls within such Confidential 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)exception.
9.3.4. Made by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writing.
Appears in 1 contract
Sources: Master Framework Agreement
Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement or if and to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary in the following instances:
(a) filing or prosecuting Patents as permitted by law; provided, however, that the receiving Party shall first have given notice this Agreement;
(b) prosecuting or defending litigation as permitted by this Agreement;
(c) complying with applicable court orders or governmental regulations;
(d) disclosure to PAR under terms of confidentiality to the disclosing Party and given extent necessary to fulfill obligations under 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 orderPAR Agreement;
9.3.2. Made by (e) disclosure to Affiliates (in the receiving Party to case of Optimer), Sublicensees and potential Sublicensees (in the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment case 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, consultantsPartner), contractors, existing or prospective collaboration partners or licensees or other employees and consultants who need to know such information for the development, manufacture and commercialization of Products in accordance with this Agreement, on the condition that any such Third Parties as may agree to 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 bound 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 obligations of that are no less stringent than those confidentiality and non-use of the receiving Party pursuant provisions contained in this Agreement; and
(f) disclosure 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 in connection with due diligence or similar investigations by such Third Parties, and disclosure to treat potential Third Party investors in confidential financing documents, provided, in each case, that any such Confidential 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 Party agrees to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or 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 obligations of that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the receiving Party other Party’s Confidential Information pursuant to this Article 9; providedSection 8.3(b) or (c), howeverit will, that INS shall make no except where impracticable, give reasonable advance notice to the other Party of such disclosure and use efforts to a Competitorsecure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, without obtaining ViroPharma’s prior consent but in writingno event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.
Appears in 1 contract
Sources: Collaboration and License Agreement (Optimer Pharmaceuticals Inc)
Permitted Disclosures. Each 10.3.1 Either Party may disclose Confidential Information disclosed to it by the other Party to the extent that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice Applicable Law or for making applications or submissions 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;
9.3.2. Made by the receiving Party to the Regulatory Authorities as required in connection otherwise dealing with any 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 be necessary or useful Authority in connection with the Manufacture development, manufacture or Exploitation marketing of the Licensed Products or otherwise for the filing, prosecution, maintenance and enforcement of Patents under, and in connection with the performance of its obligations or exercise of its rights as contemplated by accordance with, this Agreement; Agreement provided, however, that such Persons Confidential Information shall be disclosed only to the extent reasonably necessary to comply with Applicable Law, to obtain authorizations or to file, prosecute, maintain or enforce Patents under this Agreement, and provided that no generative AI system or program is used for any such activities without the Disclosing Party’s prior written consent, unless it is an internal, secure system or program.
10.3.2 If a Party is required by Applicable Law to disclose Confidential Information that is subject to the non-disclosure provisions of Section 10.2, 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 of and the Party subject to disclosure obligations shall take into account any measures reasonably requested and comments made by the other Party in good faith. Unless Confidential Information is disclosed to the public as required by Applicable Law, it shall remain otherwise subject to the confidentiality and non-use provisions of Section 10.2, and the Party disclosing Confidential Information pursuant to Applicable Law shall limit disclosure as far as possible under Applicable Law and take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information.
10.3.3 A Party may disclose Confidential Information of the other Party, including the existence and terms of this Agreement (however excluding, as far as legally possible, any and all information and terms contained within the Agreement), or the Parties’ activities under this Agreement, to the extent such disclosure is reasonably necessary when a Party is or becomes obliged to disclose, as reasonably determined by legal counsel of such Party, Confidential Information by statutes applicable to publicly traded companies, such as the rules and regulations of the United States Securities and Exchange Commission, the EU Market Abuse Regulation, or other similar regulatory agency, and of any stock exchange or market, provided that (i) in case of a prospectus and associated offering material, any disclosures in associated offering materials shall be non-sensitive and the level of information shall be consistent with respect customary disclosures herein and (ii) whenever possible, [*] to the disclosing Party, and the disclosing Party shall apply reasonable efforts to [*]. In any event, a Party shall notify the other Party of any disclosure made promptly after disclosure. In case either Party is required to file the Agreement as a “material contract” in accordance with the rules and regulations of the United States Securities and Exchange Commission or similar regulations of another country (“SEC Filing”), the Agreement shall be redacted by the filing Party to the extent permitted under Applicable Law, and the filing Party shall cooperate with the other Party reasonably in advance to such Confidential Information substantially similar SEC Filing to enable the obligations of confidentiality and non-use 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 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 receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes review and comment on the scope 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in writingredaction.
Appears in 1 contract
Sources: Research Collaboration, License and Patent Assignment Agreement (Palatin Technologies Inc)
Permitted Disclosures. Each Party may disclose Confidential Information The confidentiality obligations under this Article XIV will not apply to the extent that such disclosure is:
9.3.1. Made in response a Party is required to a valid disclose information (a) by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction jurisdiction, or other supra-national, federal, national, regional, state, provincial (b) pursuant to the rules and regulations of any exchange or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving market on which a Party’s legal counsel, such disclosure is otherwise required by lawsecurities are traded or listed; provided, however, that that: (i) in the receiving case of any such disclosure being required under legal, regulatory or judicial process, such Party shall first have given will: (A) provide written notice thereof to the disclosing other Party; (B) consult with the other Party with respect to such disclosure and given use all reasonable efforts to provide the disclosing other Party a reasonable with sufficient opportunity to quash object to any such order disclosure or to request confidential treatment thereof; and to obtain a protective order requiring (C) disclose only that the portion of Confidential Information and documents or other information disclosed of which is restricted hereunder that are the subject it determines (based on advice 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 its legal counsel) is legally required to be disclosed disclosed, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment required hereby will be accorded such information; and (ii) in response the case any Party determines (based on advice of its legal counsel) that it is required to make a disclosure permitted under this Section 14.3, other than as a result of legal, regulatory or judicial process, such court Party will use all reasonable efforts to provide the other Party with sufficient opportunity to object to any such disclosure or governmental order;
9.3.2request confidential treatment thereof. Made by the receiving Party The confidentiality obligations of this Article XIV also will not apply to the Regulatory Authorities as required in connection with any filing in relation to a Regulatory Authorization; provided, however, content of professional publications 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 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 substantially similar to the obligations of confidentiality and non-use of the receiving Party have been approved for publication 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 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 the procedure to be established by the receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party JRB pursuant to this Article 9; providedSection 3.2(f). [**********] Indicates omitted material that is the subject of a confidential treatment request filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, however, that INS shall make no such disclosure as amended. Back to a Competitor, without obtaining ViroPharma’s prior consent in writing.Contents
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Permitted Disclosures. Each The above confidentiality obligations shall not apply to information which, as can be established by the Receiving Party,
(a) was rightfully communicated to the Receiving Party may disclose or its Affiliates from a Third Party; or
(b) was already in the public domain or subsequently entered the public domain through no fault of the Receiving Party and its Affiliates; or
(c) was already known by the Receiving Party or its Affiliates prior to disclosure by the Disclosing Party or was developed independently by the Receiving Party or 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 the Receiving Party shall wherever possible provide prior written notice of such disclosure to the extent that Disclosing Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure. Notwithstanding the foregoing sentence, if such information is to be disclosed pursuant to any industry guidance to which a Party is subject, the Receiving Party shall not make such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in except with the reasonable opinion express prior written consent of the receiving Party’s legal counselDisclosing Party (such consent not to be unreasonably withheld, such disclosure conditioned or delayed). The Parties agree that nothing in this Section 14.3(d) is otherwise required by lawintended to require a Party not to comply with any Applicable 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 or
(e) 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;
9.3.2. Made by the receiving Party solely to the Regulatory Authorities as required extent reasonably necessary in connection with any filing in relation a patent application claiming Program Inventions made hereunder 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 be necessary or useful in connection filed with the Manufacture or Exploitation United States Patent and Trademark Office and/or any other intellectual property office, provided that the Party filing the patent shall provide at least thirty (30) days prior written notice 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 substantially similar to the obligations of confidentiality and non-use 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 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 receiving Party to existing or 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; or
(f) constitutes an Agreed TSA as further described in writingSection 3.11.
Appears in 1 contract