Authorised Disclosure. A Receiving Party may disclose Confidential Information to any Related Entity, employee, agent, contractor, officer, professional adviser, banker, auditor or other consultant of the Receiving Party (each a Recipient) only if the disclosure is made to the Recipient strictly on a “need to know basis” and, prior to the disclosure:
(a) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed;
(b) the Recipient undertakes to the Receiving Party (for the benefit of the Disclosing Party) to be bound by the obligations in this clause 18 as if the Recipient were a Receiving Party in relation to the Confidential Information to be disclosed to the Recipient; and
(c) if requested to do so by the Disclosing Party, the Recipient signs an undertaking or deed in a form acceptable to the Disclosing Party (and for the benefit of the Disclosing Party) agreeing to be bound by the obligations in this clause 18 as if it were a Receiving Party in relation to the Confidential Information to be disclosed to the Recipient.
Authorised Disclosure. 8.2.1 To the extent it is reasonably necessary or appropriate to fulfil its obligations or exercise its rights under this Licence Agreement, a Party may disclose such Confidential Information of the other Party as it is obliged under Article 8.1 not to disclose as follows:
(a) Each Party may disclose such Confidential Information of the other Party, to its Affiliates, consultants and outside contractors and Amgen may disclose such Confidential Information to its (whether actual or potential) Sublicensees and clinical investigators, in each case on a need-to-know basis and on the condition that such entities or persons agree to keep the Confidential Information confidential for the same time periods and to the same extent as each Party is required to keep such Confidential Information confidential;
(b) Amgen may disclose such Confidential Information of Celltech, as it is otherwise obliged not to disclose under Article 8.1, to Regulatory Authorities to the extent that such disclosure is reasonably necessary to obtain authorisations to conduct clinical studies or to file, obtain and maintain Regulatory Approvals and to Commercialise the Licensed Antibody Products;
(c) Each Party may disclose such Confidential Information of the other Party, as it is otherwise obliged not to disclose under Article 8.1, to the extent that such disclosure is reasonably necessary in connection with preparing, filing, prosecuting, defending or maintaining and/or enforcing Patent Rights in accordance with Article 5; and
(d) Either Party may disclose such Confidential Information of the other Party, as it is otherwise obliged not to disclose under Article 8.1, in prosecuting or defending litigation as explicitly authorised under this Licence Agreement; and in establishing rights or enforcing obligations under this Licence Agreement or in complying with applicable laws, regulations and/or court orders, other than as set forth in Article 8.2.1(b); provided that it shall (i) give reasonable advance notice to the other Party of such disclosure requirement; (ii) provide a copy of the proposed disclosure to the other Party; and (iii) at the request of the other Party, use Commercially Reasonable Efforts in assisting the other Party to secure confidential treatment of such Confidential Information required to be disclosed, including cooperating with the other Party to obtain a protective order of the other Party’s Confidential Information.
8.2.2 Notwithstanding Article 8.1, Celltech may d...
Authorised Disclosure. 3.1 A Receiving Party may disclose Confidential Information to a Recipient only if the disclosure is made to the Recipient strictly on a “need to know basis” and, prior to the disclosure:
(a) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed; and
(b) the Recipient agrees to keep the Confidential Information secret and confidential and to only use the Confidential Information for the Approved Purpose.
3.2 Any failure of the Recipient to keep the Confidential Information secret and confidential and to only use the Confidential Information for the Approved Purpose will constitute a breach by the Receiving Party of the terms of this Agreement.
Authorised Disclosure. Each party may only disclose another party’s confidential information to those of its employees, contractors or professional advisers who need to know the information and who are aware of the confidential nature of the information.
Authorised Disclosure. A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:
(a) filing or prosecuting Patent Rights;
(b) regulatory filings;
(c) prosecuting or defending litigation;
(d) complying with applicable governmental regulations; and
(e) disclosure, in connection with the performance of this Agreement, to such Party’s Affiliates, potential collaborators, partners, and licensees (including potential co-marketing and co-promotion contractors), research collaborators, employees, consultants, or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 12. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.
Authorised Disclosure. Nothing in this Agreement prohibits any disclosure of Confidential Information by the Employee where such disclosure is authorised by the Company or is necessary to comply with any applicable law or legally binding order of any court, government, semi-government authority or administrative or judicial body, provided that prior to any disclosure, the Employee:
(a) notifies the Company within a reasonable time of the full details of the circumstances and content of the proposed disclosure;
(b) uses reasonable endeavours to comply with any reasonable request by the Company concerning the proposed disclosure; and
(c) gives the Company a reasonable opportunity to challenge in a court or other appropriate body the legality of the Employee’s obligation to disclose the Confidential Information.
Authorised Disclosure. A Receiving Party may disclose Confidential Information to a Recipient only if the disclosure is made to the Recipient strictly on a “need to know basis” and, prior to the disclosure: the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed; and the Recipient agrees to keep the Confidential Information secret and confidential and to only use the Confidential Information for the Approved Purpose. Any failure of the Recipient to keep the Confidential Information secret and confidential and to only use the Confidential Information for the Approved Purpose will constitute a breach by the Receiving Party of the terms of this Agreement.
Authorised Disclosure. Notwithstanding any other provision of this Agreement, each party may disclose the terms of this Agreement: (a) subject to Section 7b, in connection with the requirements of an initial public offering or other filing in connection with applicable securities law; (b) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like; (c) in confidence, to accountants, banks, lawyers and financing sources and their advisors; and/or (d) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement.
Authorised Disclosure. The Receiving Party shall be entitled to disclose Confidential Information of a Disclosing Party in connection with any Regulatory Approval of a Product. The Receiving Party is also entitled to disclose such Confidential Information to the extent required by applicable law or court order, provided that it furnishes the Disclosing Party with written notice that the Confidential Information is proposed to be disclosed sufficiently in advance of the proposed disclosure, so as to provide Disclosing Party with reasonable opportunity to seek to prevent the disclosure of or to obtain a protective order for the Confidential Information; and further provided that the Receiving Party makes any required disclosures in consultation with the Disclosing Party.
Authorised Disclosure. 17.2.1 The Receiving Party may disclose the Disclosing Party’s Confidential Information to the following persons:
(A) in the case of CLIENT: to the Service Beneficiaries and their (and CLIENT’s) respective officers, directors, employees, professional advisors, contractors and auditors; or
(B) in the case of PSCAU: to PSCAU’s Affiliates and subcontractors engaged pursuant to Clause 19 and their (and PSCAU and PSCAU Affiliate’s) respective officers, directors, employees, professional advisors, and auditors; (together the "Further Recipients") but, in each case, only to the extent and provided that such persons:
(1) need to know the Confidential Information disclosed to them for the purposes of providing, or receiving the benefit of, the Services under or in connection with this Framework Agreement and any Statement of Work; and
(2) have been informed in writing of the confidential nature of the Confidential Information and the purpose for which it may be lawfully used.
17.2.2 The Receiving Party will ensure that its respective Further Recipients comply with the terms of Clause 17.1 in respect of any Confidential Information of the Disclosing Party disclosed to them by the Receiving Party.
