2Permitted Disclosures. Notwithstanding the provisions of Section 10.1 above and subject to Sections 10.3 and 10.4 below, a receiving Party hereto may disclose the disclosing Party’s Confidential Information to its Affiliates, Approved Subcontractors, licensees (with respect to Bioprojet), permitted Sublicensees (with respect to Harmony) and any other Third Parties to the extent such 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 or regulations or the rules of any public stock exchange, submitting information to tax or other Governmental Authorities. If a receiving Party is required by applicable laws or regulations to make any such disclosure of the disclosing Party’s Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications or otherwise, shall use diligent efforts to secure confidential treatment of such Confidential Information of the disclosing Party prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party’s Confidential Information, including to Affiliates, Approved Subcontractors, licensees (with respect to Bioprojet), permitted Sublicensees (with respect to Harmony) and other Third Parties, a Party shall ensure that the recipient thereof is bound by a written confidentiality agreement as materially protective of such Confidential Information and the disclosing Party as this Article 10. For clarity, it is understood that (i) Bioprojet may use and disclose, in accordance with the foregoing, any Harmony Know-How provided to Bioprojet by Harmony in connection with the co-Development, Commercialization, Manufacturing, marketing, promotion and/or distribution of the Product(s) for the Bioprojet Territory and that Harmony may use and disclose, in accordance with the foregoing, any Bioprojet Know-How provided to Harmony by Bioprojet in connection with the co-Development, Commercialization, Manufacturing, marketing, promotion and/or distribution of Product(s) for the Harmony Territory.
2Permitted Disclosures. 7.1.2.1Operator’s Permitted Disclosures The Operator may disclose, in whole or in part, items of Confidential Data to those third parties, who may remove the Confidential Data from the custody and premises of the Operator, as may be necessary to conduct activities and operations under this Agreement, if the third parties are bound by written agreement to keep the Confidential Data secret for the period of time set forth in the Operator’s service agreement with those third parties or ____ (__) years if a service agreement does not exist with those third parties. Notwithstanding the foregoing, should the Operator disclose Confidential Data to an Affiliate, then the Operator shall require its Affiliate to handle, hold, and protect the Confidential Data in accordance with the terms of this Agreement.
2Permitted Disclosures. (1)The Service Provider agrees that, the LHIN may disclose,
2Permitted Disclosures. Notwithstanding the obligations of confidentiality and non-use set forth in Section 4.1 and Section 4.4, the Receiving Party may disclose Confidential Information disclosed to it, and the existence and terms of this Agreement, to:
2Permitted Disclosures. 9.2.1Each Party may disclose the Confidential Information of the other Party to the extent that such disclosure is:
2Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose the other Party’s Confidential Information (a) to such Party’s employees, consultants (including, for greater certainty, financial advisors and its lenders), Affiliates, agents, contractors, or permitted sublicensees who are bound by obligations relating to confidentiality at least as restrictive of those contained herein and who have a need to know such information in connection with such Party’s performance of its obligations or practice or enforcement of its rights under this Agreement, (b) to Regulatory Authorities in connection with any Regulatory Filings made by either Party for Development, Manufacture, Commercialization or other Exploitation of a Product in compliance with Applicable Laws and the terms hereof (inside or outside the Territory, in the case of Applied), or (c) pursuant to Section 12.3 or 12.4.
2Permitted Disclosures. Notwithstanding anything to the contrary in the foregoing, (i) the Parties, as appropriate, may each disclose any of the Financing Terms to its current or bona fide prospective investors, the key employee, investment bankers, lenders, accountants and attorneys, in each case only on an as-needed basis and where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, Applicable Law or otherwise; (ii) each Investor may disclose any of the Financing Terms to relevant governmental authorities, its accountants and attorneys, its respective fund manager and the employees thereof on an as-needed basis and so long as such Persons are under appropriate nondisclosure obligations imposed by professional ethics, Law or otherwise; (iii) any Party may disclose any of the Financing Terms which enter the public domain through no fault and no breach of confidentiality obligation of the restricted Party; (iv) with the Company’s prior written consent, each Investor may disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Investor; and (v) each Investor and its Affiliates may disclose the Financing Terms to (x) its investors pursuant to the terms of its partnership agreements or any other agreements with such investors, and (y) to its prospective investors in its fund raising activities; provided that such investors or prospective investors are under the confidentiality obligations herein to such Investor and its Affiliates in relation to the information disclosed.
2Permitted Disclosures. The obligations herein set forth shall not apply to a Receiving Party in respect of (i) Information that is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by such Receiving Party in breach of this Agreement, or (ii) Information that is or becomes generally available to such Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by such Receiving Party to be bound by any confidentiality obligation with respect to such Information, or (iii) Information that the Receiving Party can demonstrate, was known to it prior to the disclosure thereof by the Disclosing Party.
2Permitted Disclosures. To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement:
2Permitted Disclosures. The provisions of this Article 9 shall not apply to any Confidential Information which: (a) is or becomes commonly known within the public domain other than by breach of this Agreement or any other agreement that the Disclosing Party has with any Person; (b) is obtained from a third Person who is lawfully authorized to disclose such information free from any obligation of confidentiality; (c) is independently developed without reference to or use of any Confidential Information of the Disclosing Party; or (d) is known to the Receiving Party without any obligation of confidentiality prior to its receipt from the Disclosing Party.
