Common use of Disclosure Obligations Clause in Contracts

Disclosure Obligations. Company recognizes and acknowledges that UCSD honors the disclosure obligations of the California Public Records Act (the “PRA”), and that nothing in this Agreement shall be interpreted as limiting UCSD’s ability to honor and abide by the requirements of the PRA as UCSD, at its sole discretion, deems appropriate. UCSD shall attempt to notify the Company promptly upon determining that any materials that Company previously designated, in writing, as “confidential” may be subject to a pending PRA request. Such notification shall include a reasonably specific description of the “confidential” information potentially subject to disclosure pursuant to the pending PRA request (the “Potentially Relevant Records”). To the extent permitted by law, and to the extent that time permits, UCSD shall then give the Company a reasonable time period to demonstrate — to the sole satisfaction of UCSD — that some or all of the Potentially Relevant Records are (i) not relevant to the pending PRA request and/or (ii) protected from disclosure pursuant to an exception codified in the PRA. If UCSD thereafter concludes — in its own sole discretion — that some or all of the Potentially Relevant Records must be disclosed, UCSD shall so notify the Company and — to the extent permitted by law, and to the extent that time permits — give the Company a reasonable opportunity to seek a court order protecting such Potentially Relevant Records. Unless such a court order is secured in a timely fashion, UCSD shall disclose those records it determines — in its own sole discretion — must be released pursuant to the pending PRA request.