Permitted Circumstances. Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), a Party may disclose the other Party’s Confidential Information (including this Agreement and only the specifically relevant terms herein) to the extent such disclosure is reasonably necessary in the following situations:
Permitted Circumstances. Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), a Party may disclose the other Party’s Confidential Information (including the specifically relevant terms of this Agreement) to the extent such disclosure is reasonably necessary in the following situations: (a) in connection with Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Licensed Product; (b) with prior notice to the other Party as permitted by Applicable Law, disclosure of (i) the specifically relevant material terms of Agreement or (ii) the status and results of Exploitation of one or more Licensed Products, including the Development Reports and the contained therein, in each case ((i) and (ii)), to actual or bona fide potential investors, investment bankers, acquirers, merger partners, and other potential or actual bona fide financial partners, licensees, sublicensees, or collaborators; provided that, in each such case, such Persons are bound by obligations of confidentiality and non-use or professional ethical obligations at least as stringent as those set forth in this Agreement prior to any such disclosure, except that, where the disclosee is an investor, investment banker, or financial partner, such disclosee will only need to be bound by commercially reasonable obligations of confidentiality and non-use; (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the Receiving Party will, to the extent reasonably practicable under the circumstances, first have given to the Disclosing Party notice and reasonable opportunity to quash the order or to obtain a protective order requiring that the Confidential Information be held in confidence or used only for the purpose for which the order was issued or such disclosure was required by Applicable Law or such rules; and provided, further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed will be limited to the information that is legally required to be disclosed; (d) making such disclosures as, in the opinion of the Receiving Party’s legal counsel, are required by Applicable Law, including the rules of the U.S. Securities and Exchange Commission, any foreign equivalent, or any stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listin...
