Authorized Disclosure and Use. A Recipient may use and disclose the other Party’s Confidential Information as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, solely as reasonably required in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, or trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with Applicable Laws (including, without limitation, any securities regulations applicable to a Party), obtaining Regulatory Approval, or developing or commercializing a Primary Royalty Product or any product incorporating any VDCs or Derivatives thereof (in the case of Primary) or Legacy Royalty Product or any product incorporating any CDCs or Derivatives thereof (in the case of Legacy), provided, however, that if Recipient is required by Applicable Laws to make any such disclosure of the other Party’s Confidential Information it will, except where reasonably impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed and, to the extent confidential treatment cannot be secured using Commercially Reasonable Efforts, provide the other Party a reasonable opportunity to review and comment on the proposed disclosure, (c) in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants), lenders, acquirers, acquisition or merger targets, licensees, licensors, and other strategic partners on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, provided that, in any such disclosure, Primary shall not disclose to any Third Party materially and substantially engaged in the development and commercialization of products in the Legacy Field as a substantial portion of its business the identity of any Advanced CDC or Licensed VDC that is the subject of material ongoing development or commercialization efforts by any Legacy Licensee, Protected Ag Partner Scaffold Information,...
Authorized Disclosure and Use. Notwithstanding the foregoing provisions of Subsection (a), each party may disclose Confidential Information belonging to the other party to the extent such disclosure is reasonably necessary to:
(i) prosecute or defend an Action;
(ii) comply with applicable Legal Requirements and any stock exchange rules; or
(iii) make filings and submissions to, or correspond or communicate with, any Governmental Authority. In the event a party deems it reasonably necessary to disclose Confidential Information belonging to the other party pursuant to clauses (i), (ii) or (iii) of this Section 9.5.2(b), the disclosing party will (unless prohibited by applicable Legal Requirements) give reasonable advance notice of such disclosure to the other party, consult with the other party with regard to the disclosure of Confidential Information and take all reasonable measures to ensure confidential treatment of such information. Each party will promptly notify the other party upon becoming aware of any misappropriation or unauthorized disclosure or use of the other party’s Confidential Information.
Authorized Disclosure and Use. Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary in filing or prosecuting Patent applications, prosecuting or defending litigation, or complying with applicable governmental regulations, provided that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information, it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed.
Authorized Disclosure and Use. Notwithstanding Section 6.2, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is reasonably necessary to:
(a) file or prosecute patent applications which the Receiving Party is authorized to file or prosecute hereunder;
(b) facilitate discussions with actual or potential collaborators, investors or acquirers in connection with a collaboration with, investment in or acquisition of the Receiving Party, subject to confidentiality obligations no less restrictive than those set forth herein (with shorter duration if appropriate but in no event for a period that is shorter than [*] years from the date of disclosure by the Receiving Party to such person or entity); or
(c) to the extent necessary to comply with applicable laws or regulations of applicable governmental authorities, including in connection with filing, obtaining and maintaining Regulatory Approvals. In the event that the Receiving Party shall deem it necessary to disclose pursuant to this Section 6.3 Confidential Information of the Disclosing Party, the Receiving Party shall to the extent possible give reasonable advance notice of such disclosure to the Disclosing Party and take reasonable measures to ensure confidential treatment of such information.
Authorized Disclosure and Use. Notwithstanding the foregoing provisions of Subsection (a), either Party may disclose Confidential Information belonging to a Party upon the Disclosing Party’s prior written consent, or to the extent such disclosure is reasonably necessary to:
(i) prosecute or defend an Action between the Parties;
(ii) comply with applicable Legal Requirements and stock exchange rules (including the rules and regulations of the Securities and Exchange Commission);
(iii) make filings and submissions to, or correspond or communicate with, any governmental authority; or
(iv) disclose 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 such disclosure is limited to the terms of this Agreement and any attached SOW, and any such Third Party agrees, at a minimum, to use the same degree of care it uses to protect its own confidential information and expressly agrees to be bound by similar terms of confidentiality at least as stringent as those set forth in this Article 6. Each Party shall remain ultimately responsible for the preservation of confidentiality of any information it releases to said Third Parties and will be the responsible party in the event of a breach of the confidentiality. In the event either Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clauses (i), (ii) or (iii) of this Section 6.1(b), such Party will (unless prohibited by applicable Legal Requirements) give reasonable advance notice of such disclosure to the other Party, consult with the other Party with regard to the disclosure of Confidential Information and take all reasonable measures to ensure confidential treatment of such Confidential Information. Either Party will promptly notify the other Party upon becoming aware of any misappropriation or unauthorized disclosure or use of such Party’s Confidential Information.
Authorized Disclosure and Use. Notwithstanding the foregoing provisions of Section 12.1, each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary to:
(a) prosecute or defend litigation,
(b) comply with applicable governmental laws and regulations (including the rules and regulations of the Securities and Exchange Commission); or
(c) make filings and submissions to, or correspond or communicate with, any government authority. In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clauses (a), (b) and (c) of this Section 12.2, the disclosing Party will to the extent possible give reasonable advance notice of such disclosure to the other Party and take reasonable measures to ensure confidential treatment of such information. Each Party will promptly notify the other Party upon becoming aware of any misappropriation or unauthorized disclosure or use of the other Party’s Confidential Information.
Authorized Disclosure and Use. Notwithstanding the provisions of Section 8.1, each Party may use and disclose Confidential Information belonging to the other Party to the extent such use or disclosure is reasonably necessary to (a) prosecute or defend litigation provided that such Party shall provide the Disclosing Party with prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other remedy) or waiver of compliance therewith (and the Receiving Party shall cooperate reasonably with the Disclosing Party in all respects in seeking to obtain a protective order, waiver or other remedy and otherwise diligently contest or limit the required disclosure or (b) exercise rights hereunder; provided that any such disclosure is covered by terms of confidentiality similar to or more stringent than those set forth herein. In addition, Cardiokine may provide Confidential Information of Wyeth (i) to Cardiokine’s (sub)licensees, distributors, collaborators, investors and partners (and to any potential (sub)licensees, distributors, collaborators, investors and partners) and to Cardiokine’s legal and financial and other representatives and advisors in connection with the exercise of the license and other rights granted to Cardiokine and its Affiliates and sublicensees under this Agreement, and/or in connection with any due diligence in connection with any actual or potential acquisition of Cardiokine, including any sale, merger or transfer of any of the assets or business of Cardiokine, provided that any such disclosure is covered by terms of confidentiality similar to or more stringent than those set forth herein; and (ii) to any regulatory or other governmental agencies in connection with any filings with, or disclosures or submissions to, or any inspections or inquiries by, any regulatory or other governmental agencies in any country of the Territory and in connection with securing regulatory, pricing or other approvals in the Territory.
Authorized Disclosure and Use. Each Party may disclose the other Party’s Confidential Information hereunder to the extent such disclosure is reasonably necessary to exercise its rights and perform its duties under this agreement, and to the extent such disclosure is reasonably necessary in filing or prosecuting Patent applications, prosecuting or defending litigation, or complying with applicable governmental regulations, provided that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information, it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and will where applicable use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed. If disclosure is reasonably necessary to exercise a Party’s rights or perform its duties under this agreement, the disclosing Party shall disclose the minimum necessary information and shall first obtain a confidentiality agreement that protects the information from disclosure and use in a manner inconsistent with this Agreement.
Authorized Disclosure and Use. Notwithstanding the foregoing Section 4.01, each Party may disclose to Third Parties or use any confidential information belonging to the Party disclosing the confidential information (the “Disclosing Party”), including this Agreement, to the extent such disclosure or use is reasonably necessary to: (i) file or prosecute Licensed Patents; (ii) prosecute or defend litigation; (iii) otherwise exercise its rights and/or obligations hereunder provided such disclosure is covered by terms of confidentiality similar to those set forth herein; and (v) comply with applicable governmental laws and regulations.
Authorized Disclosure and Use. Notwithstanding the provisions of Section 5.1, nothing herein shall preclude the Receiving Party from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by the Receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. In addition, each Party may not disclose the terms of this Agreement or any Operative Agreement (to the extent such terms are confidential) to any Third Party except to actual or prospective investors, acquirers or strategic partners or to a Party’s accountants, attorneys and other professional advisors; provided that such disclosures shall be subject to continued confidentiality obligations at least as strict as this Section 5.
