Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is: 7.4.1 required by a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation; 7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order; 7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information; 7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7; 7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4; 7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 4 contracts
Samples: License Agreement, License Agreement (AVROBIO, Inc.), License Agreement (AVROBIO, Inc.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that in each case such Receiving disclosing Party will will, to the extent reasonably practicable, (i) first have given reasonable prior written notice of such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash take appropriate action and (ii) cooperate with such order and/or other Party as necessary to obtain a an appropriate protective order or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court other protective remedy or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedtreatment; and provided, further, that if the disclosure requirement is not quashedin each case, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such disclosure obligationorder;
7.4.2 (b) otherwise required to be disclosed by any applicable law, rule, or regulation (including, without limitation, the U.S. and foreign securities laws and the rules and regulations promulgated thereunder) or the requirements of any stock exchange to which a Party is subject; provided, however, that the Disclosing Party that is so required will provide the Receiving such other Party with written notice of such disclosure reasonably in advance thereof to the extent reasonably practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information, including such measures as may be reasonably requested by the disclosing Party with respect to such Confidential Information;
7.4.4 (c) is in such Party’s or its Affiliates’ financial statements or the notes thereto and is required under the applicable accounting standard or under regulation;
(d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to such Party’s Affiliates, licensees or sublicensees, directors, officers, employees, consultants, representatives or agents, or to other Third Parties, in each of case on a need to know basis and solely to use such information for business purposes relevant to and permitted by this Agreement, and provided that (i) each individual and entity to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use at least equivalent in scope to disclosure obligations no less than substantially as restrictive as those set forth in this Section 7;Agreement and (ii) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers, existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); collaborators, licensees, licensors, sublicensees, investment bankers; , accountants, attorneys, existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for use of such information for business purposes relevant to this Agreement or for due diligence in connection with the financing, licensing or acquisition of obtaining financing; such Party (or Affiliatessuch Party’s acquisition of, or merger with, a Third Party), and provided that (i) each of individual and entity to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use disclosure obligations (or in the case of attorneys or accountants, an equivalent professional duty of confidentiality) at least equivalent in scope to as restrictive as those set forth in this Section 7.4;
7.4.6 made by Agreement and (ii) the Receiving Party making such disclosure shall be liable for such Third Parties’ compliance with the prior written consent of the Disclosing Partysuch obligations.
Appears in 4 contracts
Samples: Sublicense Agreement (Checkpoint Therapeutics, Inc.), Sublicense Agreement (Tg Therapeutics, Inc.), Sublicense Agreement (Checkpoint Therapeutics, Inc.)
Authorized Disclosure. A Receiving Notwithstanding the provisions of Section 13.1 above, a Party may shall be entitled to disclose specific the Confidential Information of the Disclosing other Party hereto to the extent that such disclosure is:
7.4.1 required by (i) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first (to the extent practicably possible) have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (ii) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicably possible and to the extent permitted, will redact from such disclosure the other party’s Confidential Information or designate the same as trade secret;
(iii) made by the Receiving such Party to any Regulatory Authorities Authority or Governmental Authority as necessary for the development or Commercialization of a Product, including the Product, in a country, as required in connection with any regulatory filing filing, application or application made request for Regulatory Approval or as required by applicable securities laws and regulations, subject to the limitations in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such informationSection 13.3(ii);
7.4.4 (iv) made by the Receiving such Party as reasonably required in connection with the performance of this Agreement, to Sublicensees, Affiliates, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7Agreement;
7.4.5 (v) made by such Party in the Receiving Party course of submitting financial accounts to relevant authorities as per local statutory requirements or to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder)collaborators; investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;Agreement; or
7.4.6 (vi) a general description of the Product made by the Receiving a Party to its shareholders and to potential investors with the prior written consent aim of securing the financing needed to continue the development of the Disclosing PartyProduct.
Appears in 3 contracts
Samples: Co Development and Commercialization Agreement (RedHill Biopharma Ltd.), Co Development and Commercialization Agreement (RedHill Biopharma Ltd.), Co Development and Commercialization Agreement (IntelGenx Technologies Corp.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Article 6; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 6.
Appears in 3 contracts
Samples: Collaboration and Co Development Agreement (Oncogenex Technologies Inc), Collaboration and Co Development Agreement (Isis Pharmaceuticals Inc), Collaboration and Co Development Agreement (Oncogenex Technologies Inc)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 12.4.1. made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first shall have given reasonable prior prompt notice of such disclosure requirement to the Disclosing Party of receipt of such order and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 made 12.4.2. otherwise required by law; provided, however, that the Disclosing Party shall provide the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment notice of such informationdisclosure at least ten (10) days in advance thereof to the extent practicable and take reasonable steps as requested by the Disclosing Party to protect the Disclosing Party’s rights;
7.4.4 12.4.3. made by the a Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 712 (Confidentiality);
7.4.5 12.4.4. made by the a Receiving Party to to: existing or potential acquirers or merger candidates; existing or potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, ; in each of whom such case who have agreed in writing prior to disclosure must to be bound by obligations of confidentiality and non-use at least equivalent in scope and time period to those set forth in this Section 7.4;12 (Confidentiality); or
7.4.6 12.4.5. made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Pozen Inc /Nc), License and Collaboration Agreement (Pozen Inc /Nc)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 11.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party within *** (***) Business Days of receipt of such order and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 11.4.2 otherwise required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure at least *** (***) days in advance thereof to the extent practicable and take reasonable steps as requested by the disclosure will be limited Disclosing Party to that information that is legally required to be disclosed in response to such court or governmental orderprotect the Disclosing Party’s rights;
7.4.3 11.4.3 made by the a Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: providedParty, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, (a) to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 711 (Confidentiality) or (b) to Regulatory Authorities in the Territory (provided, that in the case of disclosures to Regulatory Authorities, the Receiving Party will, to the extent practicable, provide the Disclosing Party with notice of such disclosure at least *** (***) days in advance thereof and will reasonably consider any comments received from the Disclosing Party);
7.4.5 11.4.4 made by the a Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;11 (Confidentiality); or
7.4.6 11.4.5 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Pozen Inc /Nc), Collaboration and License Agreement (Pozen Inc /Nc)
Authorized Disclosure. A The Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by 7.2.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body authority or, if in the reasonable opinion of competent jurisdictionthe Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided, that such the Receiving Party will shall first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective order or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedconfidential treatment; and provided, further, provided further that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 7.2.2 made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing filing, application or application made in accordance with request for Regulatory Approval for the terms of Program Products as permitted by this Agreement: ; provided, that reasonable measures will shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3 made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent as permitted by this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such information;, to the extent such protection is available; or
7.4.4 7.2.4 made by the Receiving Party to its attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, existing or prospective investors, prospective acquirers, or other Third Parties as reasonably required may be necessary or useful in connection with exploitation of Program Products as contemplated by this Agreement or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope with respect to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (such Confidential Information substantially similar to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by of the Receiving Party with the prior written consent of the Disclosing Partyset forth herein.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (RayzeBio, Inc.), Research Collaboration and License Agreement (RayzeBio, Inc.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section Article 7;; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 7.
Appears in 2 contracts
Samples: License Agreement (Oncogenex Pharmaceuticals, Inc.), License Agreement (Isis Pharmaceuticals Inc)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will shall first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, further provided that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 made (b) otherwise required by Law; provided, however, subject to Section 16.6, that the Disclosing Party shall provide the Receiving Party with notice of such disclosure in advance thereof to Regulatory Authorities the extent practicable;
(c) made by such Party to regulatory authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: application; provided. however, that reasonable measures will shall be taken to assure confidential treatment of such information;
7.4.4 (d) made by the a Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliatesdirectors, officers, employees, legal and financial advisors, consultants, representatives or agentsagents who have a need to know such information, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent similar in scope to those set forth in this Section 7Article 14;
7.4.5 (e) made by the a Receiving Party on a need-to-know-basis to (i) existing or potential acquirers or merger candidates; (ii) existing or potential sublicensees Sublicensees or collaborators existing or potential contractors (to the extent contemplated hereunder); (iii) investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Incyte Corp), Collaboration and License Agreement (MorphoSys AG)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as necessary for the development or commercialization of a Product in a country, or as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Article 5; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 5.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Oncogenex Technologies Inc), Collaboration and License Agreement (Oncogenex Technologies Inc)
Authorized Disclosure. A Receiving Notwithstanding the provisions of Section 11.1 above, a Party may shall be entitled to disclose specific the Confidential Information of the Disclosing other Party hereto to the extent that such disclosure is:
7.4.1 required by (i) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first (to the extent practicably possible) have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (ii) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicably possible and to the extent permitted, will redact from such disclosure the other party’s Confidential Information or designate the same as trade secret;
(iii) made by the Receiving such Party to the Regulatory Authorities as necessary for the development or commercialization of a medicinal product, including the Product, in a country, as required in connection with any regulatory filing filing, application or application made request for Regulatory Approval or as required by applicable securities laws and regulations, subject to the limitations in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such informationSection 11.3(ii);
7.4.4 (iv) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Sublicensees, Affiliates, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Agreement; or
7.4.5 (v) made by such Party in the Receiving Party course of submitting financial accounts to relevant authorities as per local statutory requirements or to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder)collaborators; investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyAgreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (RedHill Biopharma Ltd.), Exclusive License Agreement (SCOLR Pharma, Inc.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by applicable law or regulation; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as necessary for the development or commercialization of a Product in a country, or as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Article 5; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 5.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Oncogenex Technologies Inc), Collaboration and License Agreement (Oncogenex Technologies Inc)
Authorized Disclosure. A The Receiving Party may disclose specific the Disclosing Party’s Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdictionauthority; provided, however, that such Receiving Party will first have given reasonable prior will, to the extent permitted by applicable law, give written notice of such disclosure requirement to the Disclosing Party within 5 business days after receipt of such order and given give the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the such disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 made (b) otherwise required by applicable law, rule, or regulation (other than the laws, rules or regulations of the Securities and Exchange Commission or a nationally recognized stock exchange, which is governed by Section 10.5 below); provided, that the Disclosing Party will provide the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment written notice of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent 30 days in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (advance thereof to the extent contemplated hereunder); investment bankers; existing practicable and permitted by applicable law, rule, or potential investors, venture capital firms or other financial institutions or investors regulation and will reasonably consider any comments received from the Disclosing Party;
(c) made for purposes of obtaining financingdefending or enforcing the Licensed IP in a litigation, legal proceeding, or administrative case; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;or
7.4.6 (d) made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 2 contracts
Samples: License and Commercialization Agreement (CareDx, Inc.), License and Commercialization Agreement (CareDx, Inc.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that in each case such Receiving disclosing Party will will, to the extent reasonably practicable, (i) first have given reasonable prior written notice of such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash take appropriate action and (ii) cooperate with such order and/or other Party as necessary to obtain a an appropriate protective order or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court other protective remedy or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedtreatment; and provided, further, that if the disclosure requirement is not quashedin each case, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting as determined in good faith by the Party that is obligated to disclose Confidential Information pursuant to such disclosure obligationorder;
7.4.2 (b) otherwise required to be disclosed by any applicable law, rule, or regulation (including, without limitation, the U.S. federal securities laws and the rules and regulations promulgated thereunder) or the requirements of any stock exchange to which a Party or any Affiliate thereof is subject; provided, however, that the Disclosing Party that is so required will provide the Receiving such other Party with written notice of such disclosure reasonably in advance thereof to the extent reasonably practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information, including such measures as may be reasonably requested by the disclosing Party with respect to such Confidential Information;
7.4.4 (c) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement or the Supply Agreement, to such Party’s Affiliates, licensees, sublicensees, contractors, directors, officers, employees, consultants, representatives or agents, or to other Third Parties, in each of case on a need to know basis and solely to use such information for business purposes relevant to and permitted or required by this Agreement or the Supply Agreement, and provided that (i) each such party to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use at least equivalent in scope to disclosure obligations substantially as protective as those set forth in this Section 7;Agreement and (ii) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; or
7.4.5 (d) made by the Receiving such Party to existing to:
(i) actual or potential acquirers acquirers, licensees, licensors, investment bankers, investors, merger targets, lenders, or merger candidatesfinancial institutions, specifically excluding, however, (a) non-governmental health care providers and (b) health care payors, except, in the case of (a) and (b), as required by applicable law, rule, or regulation or order or request of any Governmental Authorities; potential sublicensees or collaborators or
(ii) any Third Party to the extent contemplated hereunder)such Party or an Affiliate thereof is contractually required, as of the Effective Date, to disclose any Confidential Information of the other Party to such Third Party in order to satisfy its obligations under an agreement with such Third Party as it relates to the satisfaction of such Party’s obligations hereunder or under the Supply Agreement; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, and provided in each of case under this clause (d) that (I) each individual and entity to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use at least equivalent in scope to disclosure obligations substantially as protective as those set forth in this Agreement and (II) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations. Any Party making a disclosure permitted under clause (d)(i) of this Section 7.4;
7.4.6 made 8.02 shall promptly notify the other Party of such disclosure, including the name of the person or entity to which the disclosure was made, unless such notice is prohibited or limited by applicable law, rule, or regulation or the terms of any contractual obligation of confidentiality between such Party and any Third Party, in which case the Party making such disclosure shall instead use Commercially Reasonable Efforts to minimize the amount of the other Party’s Confidential Information to be disclosed, or delay the disclosure of the other Party’s Confidential Information, to the extent reasonably possible without, as determined in good faith by the Receiving Party making such disclosure, adversely affecting the negotiations, transaction (or terms thereof), or existing relationship in connection with the prior written consent of the Disclosing Partywhich such disclosure is being made.
Appears in 2 contracts
Samples: License Agreement (Biodelivery Sciences International Inc), License Agreement (Biodelivery Sciences International Inc)
Authorized Disclosure. A Except as expressly provided otherwise in this Agreement to the extent necessary or required to fully exercise its rights hereunder, a Receiving Party may use and disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure isas follows:
7.4.1 (a) to Regulatory Authorities as required by in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
(b) in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdictionjurisdiction or, if so advised by the Receiving Party’s legal counsel, such disclosure is otherwise required by Law, including by reason of filing with securities regulators; provided, that such however, that, to the extent practicable, the Receiving Party will shall first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective order or order limiting such disclosure and/or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party (c) to Regulatory Authorities a patent authority as required in connection with any regulatory filing may be reasonably necessary or application made in accordance with the terms useful for purposes of this Agreement: obtaining or enforcing a Collaboration Patent; provided, however, that reasonable measures will shall be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing such protection is available;
(d) in communication with actual or potential investors, venture capital firms lenders, acquirers, merger partners, consultants, advisors, licensees, sublicensees, collaborators or other financial institutions or investors for purposes of obtaining financing; or Affiliatesothers on a need to know basis, in each of whom prior to disclosure must be bound by obligations of case under appropriate confidentiality and non-use at least provisions substantially equivalent in scope to those set forth of this Agreement; or
(e) to the extent mutually agreed to in this Section 7.4;
7.4.6 made writing by the Receiving Party with Parties or otherwise permitted under this Agreement (including the prior written consent of Parties’ right to involve sub-contractors for their activities under the Disclosing PartyResearch Plan).
Appears in 2 contracts
Samples: Research Collaboration and Option Agreement (Felicitex Therapeutics Inc.), Exclusive License Agreement (Felicitex Therapeutics Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 12.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 12.4.2 otherwise required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 12.4.3 made by the Receiving such Party to Regulatory Authorities regulatory authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: application; provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 12.4.4 made by the a Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 712;
7.4.5 12.4.5 made by the a Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;12; or
7.4.6 12.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Kos Pharmaceuticals Inc), Collaboration and License Agreement (Kos Pharmaceuticals Inc)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by 6.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
7.4.2 6.4.2 otherwise required by law; provided, however, that the Disclosing disclosing Party will provide the Receiving such other Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 6.4.3 made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any filing of BLAs, marketing approval applications, or similar applications or requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 6.4.4 made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, research parties, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;section 6; or
7.4.5 6.4.5 made by the Receiving such Party to existing or potential acquirers or merger candidates; existing or potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by section 6. Notwithstanding this section 6.4.5, neither Party will disclose any item of the Receiving other Party’s Confidential Information to any existing or potential acquirer or merger partner that is substantially involved in the Exploitation of Single Chain Antibodies without first providing such other Party with the prior reasonable advance written consent notice of the Disclosing Partyeach such disclosure.
Appears in 2 contracts
Samples: Gm CSF License Agreement (Micromet, Inc.), Cross License Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Each Party and its Recipients may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid subpoena or order of a court of competent jurisdiction or other governmental Agency of a country or regulatory body any political subdivision thereof of competent jurisdiction; provided, that such however, that, if legally permissible, the Receiving Party will shall first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and or documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/orAgency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in such response to such court or governmental order; or
(b) otherwise required by Applicable Law or the requirements of a national securities exchange or another similar regulatory body, taking into account any with the Receiving Party providing prior written notice thereof to the Disclosing Party and a reasonable opportunity for the Disclosing Party to review and comment on such required disclosure and propose that portions be subject to a request for confidential treatment thereof or a protective or other similar order limiting therefor prior to making such disclosure obligation;
7.4.2 required by law; provided, and the Receiving Party using reasonable efforts to secure confidential treatment or any other applicable protection for the portions of the Confidential Information that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will requests be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Partyredacted.
Appears in 2 contracts
Samples: Co Promotion Agreement (Kadmon Holdings, LLC), Co Promotion Agreement (Kadmon Holdings, LLC)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such the Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 otherwise required by lawlaw or mandatory regulation; provided, however, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 made by the Receiving Party to Regulatory Authorities the regulatory authorities as required in connection with any application, filing, or similar requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; , potential sublicensees or collaborators (to the extent contemplated hereunder); , investment bankers; , existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;7; or
7.4.6 made by the Receiving Party with the prior written consent a disclosure of the Disclosing Partyterms of this Agreement and disclosed in accordance with Section 7.6.
Appears in 1 contract
Samples: Non Exclusive Product License Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 11.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party within *** (***) Business Days of receipt of such order and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 11.4.2 otherwise required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure at least *** (***) days in advance thereof to the extent practicable and take reasonable steps as requested by the disclosure will be limited Disclosing Party to that information that is legally required to be disclosed in response to such court or governmental orderprotect the Disclosing Party’s rights;
7.4.3 11.4.3 made by the a Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: providedParty, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, (a) to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 711 (Confidentiality) or (b) to Regulatory Authorities in the Territory (provided, that in the case of disclosures to Regulatory Authorities, the Receiving Party will, to the extent practicable, provide the Disclosing Party with notice of such disclosure at least *** (***) days in advance thereof and will reasonably consider any comments received from the Disclosing Party);
7.4.5 11.4.4 made by the a Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;11 (Confidentiality); or
7.4.6 11.4.5 made by the Receiving Party with the prior written consent of the Disclosing Party.
11.4.6 POZEN shall not make any public statement in the Territory regarding Esomeprazole or Nexium that is not consistent with any written document agreed to by POZEN and Licensee under the Original Agreement specifying the statements regarding Esomeprazole and Nexium that POZEN’s representatives are permitted to make in response to appropriate questions from POZEN investors relating to POZEN Products in the Territory, which document shall be updated by the Parties by mutual agreement as appropriate from time to time, such agreement not to be unreasonably withheld, conditioned or delayed. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Appears in 1 contract
Samples: Collaboration and License Agreement (Pozen Inc /Nc)
Authorized Disclosure. A The Receiving Party may disclose specific Confidential Information of belonging to the Disclosing Party to the extent that (and only to the extent) such disclosure isis reasonably necessary in the following instances:
7.4.1 required by a valid order (a) preparing, filing or prosecuting Patents; preparing, filing or prosecuting Regulatory Materials with respect to obtaining and maintaining Approvals from Regulatory Authorities relating to the Licensed Products, including Regulatory Approvals, and prosecuting or defending litigation;
(b) subject to Section 7.6, complying with Applicable Laws (including the rules and regulations of a court any national securities exchange on which the securities of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such the Receiving Party will first have given or its Affiliates are listed, Applicable PRC Laws and rules issued by SAFE and by the State Intellectual Property Office of China) and with judicial process, if in the reasonable prior notice opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance, provided that the Receiving Party shall promptly notify the other Party of such required disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, so that the Disclosing Party will provide can seek a protective order or other appropriate remedies and, at the Receiving Disclosing Party’s request and expense, reasonably assist the Disclosing Party with notice of in seeking such protective order or other reasonable remedies; and
(c) disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required (i) in connection with the performance of this AgreementAgreement and solely on a “need to know basis”, to Affiliates, potential or actual investors, investments bankers, collaborators (including potential sublicensees), or employees, contractors, or agents, or (ii) solely on a “need to know basis” to potential or actual investment bankers, consultants, representatives advisors, investors, partners, collaborators, lenders, or agentsacquirers, each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-use at least equivalent in scope to those no less restrictive than the obligations set forth in this Section Article 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 1 contract
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by 5.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, and that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 5.4.2 otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
5.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: providedsuch Party, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;section 5; or
7.4.5 5.4.4 made by the Receiving such Party to existing or potential acquirers or merger candidates; existing or potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by section 5. Notwithstanding this section 5.4.4, neither Party will disclose any item of the Receiving other Party’s Confidential Information to any existing or potential acquirer or merger partner that is substantially involved in the Exploitation of Antibodies without first providing such other Party with the prior reasonable advance written consent notice of the Disclosing Partyeach such disclosure.
Appears in 1 contract
Samples: Exclusive Ip Marketing Agreement (Enzon Pharmaceuticals, Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, provided that such Receiving Party will shall first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a use reasonable opportunity efforts to quash such order and/or or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, further provided that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that information, which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 (b) otherwise required by lawApplicable Law (including the rules and regulations of the any competent security exchange commission or authority); provided, provided that the Disclosing Party will shall provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited use reasonable efforts to that secure confidential treatment of such information that is legally required and to be disclosed in response redact as much Confidential Information as possible prior to such court or governmental orderdisclosure, including to the extent permissible under Applicable Law, the financial terms of this Agreement;
7.4.3 (c) made by the Receiving such Party to Regulatory Authorities regulatory authorities as required in connection with any regulatory filing or application made application, and in accordance connection with the terms of this Agreement: provided, any patent prosecution and maintenance; provided that reasonable measures will shall be taken to assure confidential treatment of such information;
7.4.4 (d) made by the a Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliatesdirectors, officers, employees, consultants, representatives or agentsagents who need to know the Confidential Information in connection with this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use at least similar in scope to those set forth in this Section 14;
(e) made by a Receiving Party to (i) existing or potential acquirers or merger candidates; (ii) existing or potential Sublicensees or existing or potential contractors (to the extent contemplated hereunder); (iii) investment bankers and other advisers; (iv) existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or to Affiliates or Sublicensees, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 714 or customary for such type and scope of disclosure;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 f) made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 1 contract
Authorized Disclosure. A Receiving Notwithstanding the obligations set forth in Section 10.1, a Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Party’s Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: providedAgreement to the extent:
(a) such disclosure is reasonably necessary to its employees, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employeesagents, consultants, representatives contractors, licensees or agentssublicensees on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, each of whom prior to disclosure must be the disclosees are bound by written obligations of confidentiality and non-use at least equivalent in scope to consistent with those set forth contained in this Section 7;Agreement; or
7.4.5 made by the Receiving Party (b) such disclosure is reasonably necessary to existing any bona fide potential or potential acquirers or actual investor, acquirer, merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investorspartner, venture capital firms licensee, sublicensee, or other financial institutions or investors commercial partner ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. for purposes the sole purpose of obtaining financingevaluating an actual or potential investment, acquisition or other business relationship; or Affiliatesprovided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of whom prior to disclosure must be the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written obligations of confidentiality and non-use at least equivalent in scope to consistent with those set forth contained in this Section 7.4;Agreement; or
7.4.6 made (c) such disclosure is reasonably necessary to comply with applicable Laws, rules or regulations promulgated by Governmental Authorities or applicable securities exchanges, court order, or administrative subpoena or order; provided that the Receiving Party with subject to such Laws, rules, regulations, court order, or administrative subpoena or order shall (i) promptly notify the other Party prior written consent to making such required disclosure; (ii) provide reasonable prior advance notice of the Disclosing proposed text of such disclosure to the other Party for its prior review; (iii) use good faith efforts to incorporate the reviewing Party’s reasonable comments thereon and (iv) use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.
Appears in 1 contract
Samples: License and Collaboration Agreement (Theravance Biopharma, Inc.)
Authorized Disclosure. A Receiving Party may use and disclose specific Confidential Information of the Disclosing Party as follows:
13.3.1 to the extent that required to those of its employees and agents who reasonably need to know such disclosure is:Confidential Information in order to advise or assist the Receiving Party in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement and under appropriate confidentiality provisions no less protective of the Disclosing Party than those set forth in this Agreement;
7.4.1 13.3.2 as required by a valid order of a court of competent jurisdiction or other governmental or regulatory body Governmental Authority of competent jurisdictionjurisdiction or, based on the advice of the Receiving Party’s legal counsel, as otherwise required by Law, including pursuant to the rules or regulations of securities regulators or of a securities exchange on which the securities of the Disclosing Party or any of its Affiliates are listed (or to which an application for listing has been submitted); provided, however, that such if a Receiving Party will first have given is required to make any such disclosure of a Disclosing Party’s Confidential Information, the Receiving Party shall, to the extent consistent with applicable Law, give reasonable prior advance notice to the Disclosing Party of such disclosure requirement to the Disclosing Party and given give the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective order or order limiting such disclosure and/or confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be disclosed be held in confidence by such court or governmental or regulatory body and/orGovernmental Authority or, if disclosed, be used only for the purposes for which the order was issuedissued or such disclosure was required by applicable Law; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will or as required by Law shall be limited to that information that is only the Confidential Information legally required to be disclosed;
13.3.3 in communication with existing or prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; provided that, in the event of any disclosure of the terms of this Agreement to a Third Party who is a prospective investor, lender, professional advisor, acquirer, merger partner, subcontractor, licensee or Inbound Licensor and not already an existing investor, lender, professional advisor, acquirer, merger partner, subcontractor, licensee or Inbound Licensor, (a) this Agreement shall only be initially disclosed in response to such court or governmental order, taking into account Third Party and its advisors in the redacted form that has been filed with the United States Securities and Exchange Commission and (b) after negotiations with any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, Third Party have progressed so that the Disclosing Party reasonably and in good faith believes it will provide the Receiving execute a definitive agreement with such Third Party with notice of within [**], this Agreement may be disclosed in an unredacted form to such disclosure in advance thereof Third Party and its advisors as and to the extent practicable and the disclosure will relevant to such Third Party (which shall be limited to that redacted for information that is legally required to be disclosed in response to such court or governmental ordernot relevant);
7.4.3 13.3.4 made by or on behalf of the Receiving Party to Regulatory Authorities a patent authority as required in connection with any regulatory filing may be reasonably necessary or application made in accordance with the terms useful for purposes of preparing, obtaining, Prosecuting and Maintaining, defending or enforcing a Patent Right under this Agreement: ; provided, however, that reasonable measures will shall be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this AgreementConfidential Information, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder)such protection is available; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior or
13.3.5 to disclosure must be bound by obligations of confidentiality and non-use at least equivalent the extent mutually agreed to in scope to those set forth in this Section 7.4;
7.4.6 made writing by the Receiving Party with the prior written consent of the Disclosing PartyParties.
Appears in 1 contract
Samples: Collaboration and Option Agreement (Voyager Therapeutics, Inc.)
Authorized Disclosure. A The Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental Governmental Authority or, if, in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators (including the U.S. Securities and Exchange Commission) or regulatory body of competent jurisdiction; provided, that such any securities exchange on which securities issued by the Receiving Party will or any of the Receiving Party’s Affiliate are traded; provided that the Receiving Party shall, to the extent practicable and consistent with Applicable Law, first have given reasonable prior notice of such disclosure requirement to the Disclosing Party of such order or other requirement and given the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective order or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedconfidential treatment; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing filing, application or application request for Regulatory Approval for the Licensed Products as permitted by this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
(c) made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary for purposes of obtaining a Patent in accordance with the terms of this Agreement: provided, Section 13.2 (Prosecution and Maintenance); provided that reasonable measures will shall be taken to assure confidential treatment of such information;, to the extent such protection is available; or
7.4.4 (d) made by the Receiving Party to its attorneys, auditors, advisors, consultants or contractors, or existing or prospective collaboration partners, licensees, sublicensees, investors, acquirers, lenders, financing sources (including, in each case, in connection with any royalty factoring transaction) or other Third Parties, as reasonably required may be necessary in connection with the performance of obligations, or exercise of rights, under this AgreementAgreement or as required under the terms of agreements with Third Parties (including such agreements with Third Parties relating to Other Components included in Combination Products), in each case, for the limited purpose of such collaboration, license, sublicense, financing or acquisition activities; provided that such Persons shall be subject to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope with respect to those set forth in this Section 7;
7.4.5 made by such Confidential Information no less restrictive than the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by of the Receiving Party with the prior written consent of the Disclosing Partyset forth herein.
Appears in 1 contract
Samples: Collaboration, Option and License Agreement (Mersana Therapeutics, Inc.)
Authorized Disclosure. A Notwithstanding Section 7.1, the Receiving Party may disclose specific Confidential Information of the Disclosing Party Party:
7.3.1. to its respective employees, consultants and advisors, and to the extent that employees, consultants and advisors of such disclosure is:Receiving Party's Affiliates, sublicensees or potential investors or sublicensees, who have a need to know such Confidential Information in connection with the activities or transactions contemplated in this Agreement and have an 20181207 – AnHeart-DS Exclusive License obligation to treat such Confidential Information as confidential under terms no less restrictive than those set forth herein; or
7.4.1 required by a valid order of a court of competent jurisdiction 7.3.2. in its publicly filed financial statements or other governmental public statements pursuant to applicable laws, regulations, and stock exchange rules or regulatory body of competent jurisdictionotherwise disclosed pursuant to applicable law; provided, that that: (a) the terms of this Agreement are redacted to the greatest extent possible; and (b) such Receiving Party will first have given reasonable prior notice of such disclosure requirement to provides the Disclosing Party and given with a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement) sufficiently in advance of the scheduled release or publication thereof to afford the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that review and comment on the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms proposed text (including redacted versions of this Agreement: provided, ).
7.3.3. to governmental authorities to facilitate the issuance of Marketing Approvals for Product; provided that reasonable measures will be are taken to assure confidential treatment of such information;
7.4.4 made 7.3.4. to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, conducting preclinical activities or clinical trials and marketing a Product;
7.3.5. to Third Parties in connection with a Receiving Party's efforts to secure financing or enter into strategic partnerships, provided such information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement;
7.3.6. that is required to be disclosed in response to a valid order by a court or other governmental body and provided that the Receiving Party as reasonably provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, then the Receiving Party may furnish only that portion of the Confidential Information which the Receiving Party is legally compelled to disclose; or
7.3.7. that is required to be disclosed in connection with the performance of this Agreementany legal or regulatory requirements or obligations, to Affiliatesincluding SEC filings or Regulatory Filings, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by provided that the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (offers reasonable cooperation to the extent contemplated hereunder); investment bankers; existing Disclosing Party in an attempt, as may be permitted and appropriate, to redact or potential investors, venture capital firms or other financial institutions or investors for purposes seek confidential treatment of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Partysensitive Confidential Information.
Appears in 1 contract
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 6.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 6.4.2 otherwise required by law; provided, however, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 6.4.3 made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any regulatory filing of an IND or an application made in accordance with the terms of this Agreement: for Marketing Approval, or similar applications or requests; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 6.4.4 made by the a Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 76;
7.4.5 6.4.5 made by the a Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.46;
7.4.6 6.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 1 contract
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as necessary for the development or commercialization of a Product in a country, as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval or as required by applicable securities laws and regulations; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Article 5; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 5.
Appears in 1 contract
Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)
Authorized Disclosure. A The Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body authority or, if in the reasonable opinion of competent jurisdictionthe Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided, provided that such the Receiving Party will shall, where practicable, first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or or to obtain a protective order or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedconfidential treatment; and provided, further, provided further that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will shall be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing filing, application or application made in accordance with request for Regulatory Approval for the terms of Licensed Products as permitted by this Agreement: provided, ; provided that reasonable measures will shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
(c) made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining a Patent as permitted by this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information;, to the extent such protection is available; or
7.4.4 (d) made by the Receiving Party to its attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, existing or prospective investors, prospective acquirers, prospective lenders or other Third Parties as reasonably required may be necessary in connection with the performance of this Agreement, in each case, for limited purposes; provided that such persons shall be subject to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope with respect to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (such Confidential Information substantially similar to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by of the Receiving Party with the prior written consent of the Disclosing Partyset forth herein.
Appears in 1 contract
Samples: Collaboration, Option and License Agreement (IDEAYA Biosciences, Inc.)
Authorized Disclosure. A The Receiving Party may disclose specific the Disclosing Party’s Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdictionauthority; provided, however, that such the Receiving Party will first have given reasonable prior will, to the extent permitted by Law, give written notice of such disclosure requirement to the Disclosing Party within five (5) business days of receipt of such order and given give the Disclosing Party a reasonable opportunity to quash or limit the scope of such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/orauthority or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or limited in scope, or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order authority will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligationauthority;
7.4.2 (b) otherwise required by lawLaw; provided, that the Receiving Party: (i) promptly notifies the Disclosing Party will provide of the Receiving specifics of such requirement (providing a copy of the Confidential Information to be disclosed) at least thirty (30) days before the actual disclosure (or as soon as reasonably possible before the actual disclosure if such thirty (30) day prior notice is impractical under the circumstances) or promptly after actual disclosure if prior disclosure is impractical under the circumstances; (ii) discloses only the minimal information necessary to satisfy such requirement; (iii) reasonably cooperates with the Disclosing Party to prevent or limit such disclosure; and (iv) provides the Disclosing Party with notice a copy of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;Confidential Information actually disclosed; or
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 c) made by the Receiving Party with the prior written consent of the Disclosing Party; or
(d) to bona fide actual or potential investors, acquirors, or licensees of a Receiving Party (i) in the case of Partner as the Receiving Party, consists of the terms of this Agreement and any Project Schedule, Illumina Project Results or Joint Project Results or (ii) in the case of Illumina as the Receiving Party, consists of the terms of this Agreement and any Project Schedule, Partner Project Results or Joint Project Results; provided that, in each case, (a) such Person is bound by professional confidentiality and non-use restrictions or written confidentiality and non-use restrictions at least as restrictive as those set forth in this Agreement; (b) such Confidential Information may only be used by such Person for purposes of evaluating an existing or potential investment, acquisition, or license with the Receiving Party (which, in the case of the license, relates to the Parties’ activities under this Agreement); and (c) the Receiving Party will be responsible for any conduct by any such Person that constitutes a breach of this Section 7 or that would be a breach of this Section 7 by the Receiving Party had the Receiving Party engaged in such conduct itself, and such conduct will be deemed and is a breach of this Agreement by such Party.
Appears in 1 contract
Samples: Master Collaboration Agreement (Kura Oncology, Inc.)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to the Regulatory Authorities as required in connection with any regulatory filing filing, application or application made in accordance with the terms of this Agreement: request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;; sd-384731 v21
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatespermitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section Article 7;; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 7.
Appears in 1 contract
Samples: License Agreement (Oncogenex Pharmaceuticals, Inc.)
Authorized Disclosure. A Receiving Each Party may use and disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure isuse and disclosure:
7.4.1 required by 10.4.1 is made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 10.4.2 is otherwise required by applicable laws, regulations or the rules of any nationally recognized security exchange; provided, however, that the Disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
10.4.3 is made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any filing of INDs, BLAs, marketing approval applications, or similar applications or requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 10.4.4 is made by the Receiving Party as reasonably required such Party, in connection with the performance of the purposes of this Agreement, on a need-to-know basis to Affiliates, contractors, employees, consultants, allowed sub-licensees, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 710;
7.4.5 10.4.5 is limited to the terms of this Agreement only (excluding any development plans) and is made by the Receiving a Party to existing or potential acquirers or merger candidates; , existing or potential sublicensees sublicensees, investment bankers or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, including venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesinstitutions, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made 10; or *** Certain confidential information contained in this document, marked by the Receiving Party brackets, has been omitted and filed separately with the prior written consent Securities and Exchange Commission pursuant to Rule 24b-2 of the Disclosing PartySecurities Exchange Act of 1934, as amended.
10.4.6 is made in a patent application expressly permitted to be filed under Section 7.8.
Appears in 1 contract
Samples: Option, Collaboration and License Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by 11.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party within *** (***) Business Days of receipt of such order and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 11.4.2 otherwise required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure at least *** (***) days in advance thereof to the extent practicable and take reasonable steps as requested by the disclosure will be limited Disclosing Party to that information that is legally required to be disclosed in response to such court or governmental orderprotect the Disclosing Party’s rights;
7.4.3 11.4.3 made by the a Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: providedParty, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, (a) to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 711 (Confidentiality) or (b) to Regulatory Authorities in the Territory (provided, that in the case of disclosures to Regulatory Authorities, the Receiving Party will, to the extent practicable, provide the Disclosing Party with notice of such disclosure at least *** (***) days in advance thereof and will reasonably consider any comments received from the Disclosing Party);
7.4.5 11.4.4 made by the a Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;11 (Confidentiality); or
7.4.6 11.4.5 made by the Receiving Party with the prior written consent of the Disclosing Party.
11.4.6 POZEN shall not make any public statement in the Territory regarding Esomeprazole or Nexium that is not consistent with any written document agreed to by POZEN and Licensee under the Original Agreement specifying the statements regarding Esomeprazole and Nexium that POZEN’s representatives are permitted to make in response to appropriate questions from POZEN investors relating to POZEN Products in the Territory, which document shall be updated by the Parties by mutual agreement as appropriate from time to time, such agreement not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Collaboration and License Agreement (Pozen Inc /Nc)
Authorized Disclosure. A Receiving Each Party may disclose specific Confidential Information of the Disclosing other Party to the extent that such disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issuedtake appropriate action; and provided, further, that if the disclosure requirement is not quashedthat, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such disclosure obligationorder;
7.4.2 (b) otherwise required by lawlaw or regulation; provided, however, (i) that the Disclosing Party that is so required will provide the Receiving such other Party with notice of such disclosure in advance thereof to the extent practicable and the (ii) that disclosure will be limited to that information that patent offices is legally required only permitted to be disclosed in response to such court prosecute or governmental ordermaintain a patent as contemplated by Article 3 of this Agreement;
7.4.3 (c) made by the Receiving such Party to Regulatory Authorities a regulatory authority as required in connection with any regulatory filing necessary for the development or application made commercialization of a Collaboration Product in accordance with the terms of this Agreement: Agreement or any subsequent agreement between the Parties or as required by applicable securities laws and regulations; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliatesthe sublicensees, directors, officers, employees, consultants, representatives or agentsagents of such Party, in each case on a need to know basis and solely for use of such information as permitted in this Agreement, and provided that each individual and entity to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use disclosure obligations at least equivalent in scope to as restrictive as those set forth in this Section 7;Article 5; or
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers acquirers, existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); pharmaceutical collaborators, investment bankers; , existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financingfinancing or bona fide potential strategic partners; or Affiliatesin each case on a need to know basis, provided that each of individual and entity to whom prior such Confidential Information is disclosed is bound in writing to disclosure must be bound by obligations of confidentiality non-use and non-use disclosure obligations at least equivalent in scope to as restrictive as those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyArticle 5.
Appears in 1 contract
Samples: Research Collaboration Agreement (Rosetta Genomics Ltd.)
Authorized Disclosure. A Receiving Each Party may use and disclose specific Confidential Information of the Disclosing other Party to the extent that such use and disclosure is:
7.4.1 required by 9.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are is the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, however, that if the a disclosure requirement order is not quashedquashed or a protective order is *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 9.4.2 otherwise required by applicable law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
9.4.3 made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any filing of INDs, BLAs, MAAs, or similar applications or requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 9.4.4 made by such Party in connection with the Receiving Party as reasonably required prosecution or defense of litigation, including a disclosure made by Micromet to meet Micromet’s discovery obligations in Micromet AG v. Cell Therapeutics, Inc., No. CV04-0290 RSM, pending in the United States District Court for the Western District of Washington; provided, however, that all information so disclosed by Micromet will be marked with the legend “Highly Confidential” pursuant to the terms of the Court’s November 12, 2004 Protective Order;
9.4.5 made by such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives independent contractors or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 79;
7.4.5 9.4.6 made by the Receiving such Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;9; or
7.4.6 9.4.7 made by the Receiving Party with the prior written consent of the Disclosing Partyin a patent application filed pursuant to this Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (Micromet, Inc.)
Authorized Disclosure. A Notwithstanding Section 7.1, the Receiving Party may disclose specific Confidential Information of the Disclosing Party Party:
7.3.1. to its respective employees, consultants, and advisors, and to the extent that employees, consultants, and advisors of such disclosure is:Receiving Party’s Affiliates, sublicensees or potential investors or sublicensees, who have a need to know such Confidential Information in connection with the activities or transactions contemplated in this Agreement and have an obligation to treat such Confidential Information as confidential under terms no less restrictive than those set forth herein; or
7.4.1 required by a valid order of a court of competent jurisdiction 7.3.2. in its publicly filed financial statements or other governmental public statements pursuant to Applicable Laws, regulations, and stock exchange rules or regulatory body of competent jurisdictionotherwise disclosed pursuant to Applicable Law; provided, that that: (a) the terms of this Agreement are redacted to the greatest extent possible; and (b) such Receiving Party will first have given reasonable prior notice of such disclosure requirement to provides the Disclosing Party and given with a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement) sufficiently in advance of the scheduled release or publication thereof to afford the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that review and comment on the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms proposed text (including redacted versions of this Agreement: provided, ).
7.3.3. to governmental authorities to facilitate the issuance of Marketing Approvals for Product; provided that reasonable measures will be are taken to assure confidential treatment of such information;
7.4.4 made 7.3.4. to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, conducting preclinical activities or clinical trials, and marketing a Product;
7.3.5. to Third Parties in connection with a Receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement;
7.3.6. that is required to be disclosed in response to a valid order by a court or other governmental body and provided that the Receiving Party as reasonably provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, then the Receiving Party may furnish only that portion of the Confidential Information which the Receiving Party is legally compelled to disclose; or
7.3.7. that is required to be disclosed in connection with the performance of this Agreementany legal or regulatory requirements or obligations, to Affiliatesincluding SEC filings or Regulatory Filings, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by provided that the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (offers reasonable cooperation to the extent contemplated hereunder); investment bankers; existing Disclosing Party in an attempt, as may be permitted and appropriate, to redact or potential investors, venture capital firms or other financial institutions or investors for purposes seek confidential treatment of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Partysensitive Confidential Information.
Appears in 1 contract
Samples: Collaboration and License Agreement (Nuvation Bio Inc.)
Authorized Disclosure. A Notwithstanding the foregoing Section 13.1, a Receiving Party may disclose specific Confidential Information of the Disclosing Party:
(i) to the extent and to the persons and entities as required by an applicable Law, rule, regulation, legal process, court order or the rules of any securities exchange on which any security issued by either Party is traded or of a Regulatory Authority; or
(ii) as necessary to file, prosecute or defend those patent applications or patents for which either Party has the right to assume filing, prosecution, defense or maintenance, pursuant to Article 10 of this Agreement; or
(iii) to prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any disclosure is necessary. Provided that, the Receiving Party required or intending to disclose the Disclosing Party’s Confidential Information under Sections 13.2(i) or (iii) shall give advance written notice to the Disclosing Party of such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, the Receiving Party is nonetheless, in the reasonable opinion of Receiving Party’s counsel, required to disclose Confidential Information of the Disclosing Party to under Sections 13.2(i) or (iii), the extent that such disclosure is:
7.4.1 required by a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice may disclose only that portion of such disclosure requirement to the Confidential Information of the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash which such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held counsel advises in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that writing is legally required to be disclosed in response disclosed; provided that the Receiving Party shall preserve the confidentiality of such Confidential Information to such court or governmental orderthe fullest extent possible, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required including, without limitation, by law; provided, that cooperating with the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof its efforts to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court secure confidential or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential protective treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, Confidential Information or to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms obtain a protective order or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Partyremedy.
Appears in 1 contract
Authorized Disclosure. A Receiving Party (a) Any party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure isis reasonably necessary in the following situations:
7.4.1 required (i) for purposes of establishing a “due diligence” defense or enforcing such party’s rights and remedies hereunder and under the other Transaction Documents;
(ii) complying with applicable laws and regulations, including regulations promulgated by securities exchanges;
(iii) complying with a valid order of a court or administrative body of competent jurisdiction or other governmental or regulatory body Governmental Entity;
(iv) disclosure to its Affiliates and its and its Affiliates’ Representatives; provided that each recipient of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by customary obligations of confidentiality and non-use at least equivalent in scope prior to those set forth in this Section 7any such disclosure;
7.4.5 made by the Receiving Party (v) disclosure to existing its actual or potential acquirers assignees, participants, investors, lenders, other financing sources, or merger candidatesacquirers, and their respective accountants, financial advisors and other professional representatives; potential sublicensees or collaborators (provided that such disclosure shall be made only to the extent contemplated hereunder); investment bankers; existing customarily required to consummate such assignment, participation, investment, financing transaction or potential investors, venture capital firms or other financial institutions or investors for purposes acquisition and that each recipient of obtaining financing; or Affiliates, each of whom prior to disclosure Confidential Information must be bound by customary obligations of confidentiality and non-use at least equivalent in scope prior to those set forth in this Section 7.4;any such disclosure; or
7.4.6 made by the Receiving Party with (vi) upon the prior written consent of the Disclosing Party.
(b) In addition, the Seller Parties may disclose this Agreement and the contents hereof (i) to one or more counterparties to a Material License to the extent required pursuant to the terms thereof, (ii) to the Credit Facility Agent and the lenders under the Senior Credit Facility to the extent required pursuant to the terms thereof, (iii) to any other actual or potential investors, lenders or other financing sources of the Seller Parties or any of their Affiliates to the extent customarily required to consummate such investment or financing transaction (provided that, in each case of the immediately preceding clauses (i), (ii) and (iii), each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure), and (iv) with the prior consent of the Purchasers (such consent not be unreasonably withheld, conditioned or delayed).
(c) Notwithstanding clause (a) above, and subject to Section 7.07, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 9.02(a)(ii) or (iii), it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. Without limiting the foregoing, a party may disclose the other party’s Confidential Information, without the other party’s prior written permission, to the extent it is required to do so by law, regulation, or a court or administrative order or an order of another Governmental Entity; however, prior to such disclosure, the compelled party shall notify the other party (which notice shall include a copy of the relevant portion of any applicable subpoena or order) as promptly as possible after it learns of such requirement to disclose, except to the extent such notification would be impractical or legally impermissible (in which event notification shall be made as soon as reasonably practicable and permissible), provide the other party with reasonable opportunity to pursue legal action to prevent or limit the required disclosure, and, if requested, provide reasonable assistance at the other party’s expense in undertaking reasonable legal action to prevent or limit the required disclosure. In the event of any such required disclosure, the party required to disclose the other party’s Confidential Information shall disclose only that portion of the other party’s Confidential Information that it is legally required to disclose based on the advice of its counsel. The Receiving Party shall continue to hold in confidence hereunder any such disclosed Confidential Information of the Disclosing Party unless and until such information is no longer required to be held in confidence under the terms of this Agreement. Notwithstanding anything herein to the contrary, Confidential Information of the Disclosing Party may be disclosed, and notice to the Disclosing Party shall not be required, where disclosure is made by the Receiving Party (x) in response to a request by a governmental or regulatory authority having competent jurisdiction over the Receiving Party or its Representatives, as the case may be, or (y) in connection with a routine examination or audit by a regulatory or self-regulatory examiner or auditor, where, in each case of the immediately preceding clauses (x) and (y), such request, examination or audit does not expressly reference the Disclosing Party.
(d) Each Purchaser severally (and not jointly or jointly and several) agrees that such Purchaser shall not seek, because of, or based upon, any Confidential Information of the Seller Parties, Patent or any other form of intellectual property protection with respect to, or related to, any such Confidential Information or use the Confidential Information of the Seller Parties to obtain, or seek to obtain, a commercial advantage over the Seller Parties. Without limiting the foregoing, each Purchaser severally (and not jointly or jointly and several) agrees that such Purchaser shall not file any Patent application based upon, disclosing or using any of the Confidential Information of the Seller Parties provided hereunder.
Appears in 1 contract
Authorized Disclosure. A Receiving Notwithstanding the provisions of Section 11.1 above, a Party may shall be entitled to disclose specific the Confidential Information of the Disclosing other Party hereto to the extent that such disclosure is:
7.4.1 required by (i) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first (to the extent practicably possible) have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (ii) otherwise required by law; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicably possible and to the extent permitted, will redact from such disclosure the other party’s Confidential Information or designate the same as trade secret;
(iii) made by the Receiving such Party to the Regulatory Authorities as required for the development or commercialization of a therapeutic or diagnostic product, including the Product, in a country, as required in connection with any regulatory filing filing, application or application made request for Regulatory Approval or as required by applicable securities laws and regulations, subject to the limitations in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such informationSection 11.3(ii);
7.4.4 (iv) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Sublicensees, Affiliates, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Agreement; Two Way Exclusive License Agreement
7.4.5 (v) made by such Party in the Receiving Party course of submitting financial accounts to relevant authorities as per local statutory requirements or to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder)collaborators; investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4Agreement;
7.4.6 (vi) made by such Party in the Receiving Party course of filing patent applications to protect the Product; or.
(vii) made by SCOLR to the extent reasonably necessary to comply with the prior written consent of the Disclosing Partyfinancial audit requests, including but not limited to sales and royalty audits requested by Temple.
Appears in 1 contract
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, that such Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities regulatory authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: ; provided, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 77.4;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 1 contract
Samples: License Agreement (AVROBIO, Inc.)
Authorized Disclosure. A Receiving Notwithstanding Section 7.1, each Party may disclose specific Confidential Information of the Disclosing Party Party:
7.2.1. to its respective employees, consultants and advisors, and to the extent that such disclosure is:
7.4.1 required by a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; providedemployees, that such Receiving Party will first have given reasonable prior notice consultants and advisors of such disclosure requirement Party’s Affiliates, sublicensees or potential investors or sublicensees, who have a need to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash know such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information in connection with the activities or transactions contemplated hereby and documents that are the subject of have an obligation to treat such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally as confidential under terms no less restrictive than those set forth herein; or
7.2.2. if required to be disclosed in response to such a valid order by a court or other governmental order, taking into account any protective or other similar order limiting body and provided that the Receiving Party provides the Disclosing Party with prompt notice of such disclosure obligation;
7.4.2 required by law; provided, requirement so that the Disclosing Party will provide may seek a protective order or other appropriate remedy, then the Receiving Party with notice may furnish only that portion of such disclosure in advance thereof to the extent practicable and Confidential Information which the disclosure will be limited to that information that Receiving Party is legally compelled to disclose; or
7.2.3. if required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any legal or regulatory filing requirements or application made obligations, including SEC filings or Regulatory Filings, provided that the party shall offer reasonable cooperation in accordance with an attempt, as may be permitted and appropriate, to redact or seek confidential treatment of sensitive Confidential Information; or
7.2.4. in its publicly filed financial statements or other public statements pursuant to applicable laws, regulations, and stock exchange rules or otherwise disclosed pursuant to applicable law; provided, that: (i) the terms of this Agreement shall be redacted to the greatest extent reasonably possible; and (ii) such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement: provided, ) sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text (including redacted versions of this Agreement).
7.2.5. to governmental authorities to facilitate the issuance of Marketing Approvals for Product; provided that reasonable measures will shall be taken to assure confidential treatment of such information;
7.4.4 made by 7.2.6. to the Receiving Party as extent such disclosure is reasonably required necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, conducting preclinical activities or clinical trials and marketing the Product; and
7.2.7. to Third Parties in connection with the performance of a Receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing Party.
Appears in 1 contract
Authorized Disclosure. A Receiving Each Party may use and disclose specific Confidential Information of the Disclosing other Party to the extent that such use and disclosure is:
7.4.1 required by 12.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 12.4.2 otherwise required by law, rule, or regulation; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
12.4.3 made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any filing of MXXx, INDs, BLAs, marketing approval applications, or similar applications or requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 12.4.4 made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, research parties, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 712;
7.4.5 12.4.5 made by the Receiving such Party to existing or potential acquirers or merger candidates; existing or potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunderunder this Agreement); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by 12; provided, however, that neither Party will disclose any item of the Receiving other Party’s Confidential Information to any existing or potential acquirer or merger partner that is substantially involved in the development or Commercialization of pharmaceutical products comprising or containing Single Chain Antibodies or Licensed Products without first providing such other Party with the prior reasonable advance written consent notice of the Disclosing Partyeach such disclosure; or
12.4.6 made in a patent application filed in conformance with this Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Each Party may use and disclose specific Confidential Information of the Disclosing other Party to the extent that such use and disclosure is:
7.4.1 required by (a) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (b) otherwise required by law, rule or regulation; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;
(c) made by the Receiving such Party to Regulatory Authorities the regulatory authorities as required in connection with any filing of MXXx, INDs, BLAs, marketing approval applications, or similar applications or requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
7.4.4 (d) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, research partners, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 715;
7.4.5 (e) made by the Receiving such Party to existing or potential acquirers or merger candidates; existing or potential sublicensees or pharmaceutical collaborators (to the extent contemplated hereunderunder this Agreement); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by 15; provided, however, neither Party will disclose any item of the Receiving other Party’s Confidential Information to any existing or potential acquirer or merger partner that is substantially involved in the development or Commercialization of pharmaceutical products comprising or containing Single Chain Antibodies or Collaboration Products without first providing such other Party with the prior reasonable advance written consent notice of the Disclosing Partyeach such disclosure; or
(f) made in a patent application filed in conformance with this Agreement.
Appears in 1 contract
Samples: Bite Research Collaboration Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:: 5.
7.4.1 required by 4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such the Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;; 5.
7.4.2 4.2 otherwise required by lawlaw or mandatory regulation; provided, however, that the Disclosing Party will provide the Receiving Party with reasonable notice of such disclosure in advance thereof to the extent practicable practicable; and provided, further, that the disclosure Confidential Information disclosed will be limited to that information that which is legally required to be so disclosed in response to by such court law or governmental order;mandatory regulation; 5.
7.4.3 4.3 made by the Receiving Party to Regulatory Authorities the regulatory authorities as required in connection with any application, filing, or similar requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;; and provided, further, that the Confidential Information disclosed will be limited to that information required in connection with such application, filing, or similar request for regulatory approval; 5.
7.4.4 4.4 made by the Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-non- use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by 5, provided that the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors will be liable for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of indemnify the Disclosing Party.Party for any breach of such persons or entities; 14 \\PH - 037750/000002 - 398853 v1
Appears in 1 contract
Samples: Non Exclusive Product License Agreement (Sesen Bio, Inc.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the a Disclosing Party to the extent that such disclosure is:
7.4.1 required by made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such the Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 otherwise required by lawlaw or mandatory regulation; provided, however, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 made by the Receiving Party to Regulatory Authorities the regulatory authorities as required in connection with any application, filing, or similar requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; , potential sublicensees or collaborators (to the extent contemplated hereunder); , investment bankers; , existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;7; or
7.4.6 made by the Enzon (as a Receiving Party Party) to Micromet or made by Micromet (as a Receiving Party) to Enzon, in each case otherwise in compliance with the prior written consent this Agreement and in performance of the Disclosing PartyMicromet/Enzon Collaboration Agreement or any agreement related thereto.
Appears in 1 contract
Authorized Disclosure. A Receiving Notwithstanding the provisions of Section 15.1 above, a Party may shall be entitled to disclose specific the Confidential Information of the Disclosing other Party hereto to the extent that such disclosure is:
7.4.1 required by (i) made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will first (to the extent practicably possible) have given reasonable prior notice of to such disclosure requirement to the Disclosing other Party and given the Disclosing such other Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oragency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, provided further that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that which is legally required to be disclosed in response to such court or governmental order;
7.4.3 (ii) otherwise required by law or stock exchange rule; provided, however, that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicably possible and to the extent permitted, will redact from such disclosure the other party’s Confidential Information or designate the same as trade secret;
(iii) made by the Receiving such Party to Regulatory Authorities as necessary for the development or commercialization of a medicinal product, including the Product, in a country, as required in connection with any regulatory filing filing, application or application made request for Regulatory Approval or as required by applicable securities laws and regulations, subject to the limitations in accordance with the terms of this Agreement: provided, that reasonable measures will be taken to assure confidential treatment of such informationSection 15.3(ii);
7.4.4 (iv) made by the Receiving Party as reasonably required such Party, in connection with the performance of this Agreement, to Sublicensees, Affiliates, directors, officers, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;Agreement; or
7.4.5 (v) made by such Party in the Receiving Party course of submitting financial accounts to relevant authorities as per local statutory requirements or to existing or potential acquirers acquirers; existing or merger candidates; potential sublicensees or collaborators (to the extent contemplated hereunder)collaborators; investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesor, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with the prior written consent of the Disclosing PartyAgreement.
Appears in 1 contract
Samples: Exclusive License Agreement (RedHill Biopharma Ltd.)
Authorized Disclosure. A Receiving Party may disclose specific Confidential Information of the Disclosing Party to the extent that such disclosure is:
7.4.1 required by made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such the Receiving Party will first have given reasonable prior notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or and to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/oror, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the a disclosure requirement order is not quashedquashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that which is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 otherwise required by lawlaw or mandatory regulation; provided, however, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental orderpracticable;
7.4.3 made by the Receiving Party to Regulatory Authorities the regulatory authorities as required in connection with any application, filing, or similar requests for regulatory filing or application made in accordance with the terms of this Agreement: approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; , potential sublicensees or collaborators (to the extent contemplated hereunder); , investment bankers; , existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;7; or
7.4.6 made by the Receiving Party with the prior written consent a disclosure of the Disclosing Partyterms of this Agreement and disclosed in accordance with Section 7.6.
Appears in 1 contract
Samples: Non Exclusive Product License Agreement (Micromet, Inc.)
Authorized Disclosure. A Receiving Notwithstanding Section 12.1, each Party may disclose specific the other Party’s Confidential Information of the Disclosing Party to the extent such disclosure is reasonably necessary to:
(a) file or prosecute patent applications as contemplated by this Agreement;
(b) prosecute or defend litigation;
(c) its actual or potential Sublicensees (in the case of Vertex and, in the case of Company, to its actual or potential sublicensees solely in connection with a sublicense of the rights granted to Company under Section 5.2.2) and actual or potential Subcontractors, in each case, in connection with the exercise of its rights and performance of its obligations under this Agreement; provided that such disclosure is:is covered by terms of confidentiality at least as restrictive as those set forth herein;
7.4.1 required by (d) its advisors (including financial advisors, attorneys and accountants), actual or potential acquirers, financing sources or investors and underwriters on a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdictionneed-to-know basis; provided, provided that such disclosure is covered by terms of confidentiality at least as restrictive as those set forth herein (which may include professional ethical obligations); or
(e) comply with Applicable Law (including to obtain and maintain Marketing Approvals for a Licensed Product). If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Sections 12.2(a), 12.2(b) or 12.2(e), then the Receiving Party will first have given will, to the extent possible, give reasonable prior advance notice of such disclosure requirement to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective or order limiting such disclosure and/or requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if the disclosure requirement is not quashed, the Confidential Information disclosed in response to such court or governmental order will be limited to that information that is legally required to be disclosed in response to such court or governmental order, taking into account any protective or other similar order limiting such disclosure obligation;
7.4.2 required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure in advance thereof to the extent practicable and the disclosure will be limited to that information that is legally required to be disclosed in response to such court or governmental order;
7.4.3 made by the Receiving Party to Regulatory Authorities as required in connection with any regulatory filing or application made in accordance with the terms of this Agreement: provided, that take reasonable measures will be taken to assure ensure confidential treatment of such information;
7.4.4 made by the Receiving Party as reasonably required in connection with the performance of this Agreement, to Affiliates, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7;
7.4.5 made by the Receiving Party to existing or potential acquirers or merger candidates; potential sublicensees or collaborators (. Notwithstanding anything to the extent contemplated hereunder); investment bankers; existing or potential investorscontrary herein, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliatesin no event may either Party, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 7.4;
7.4.6 made by the Receiving Party with without the prior written consent of the Disclosing other Party, disclose the other Party’s Confidential Information to any Third Party (including any of such Party’s Third Party investors, collaborators or licensees) engaged in the research, development, manufacture or commercialization of pharmaceutical products, other than to actual or potential Subcontractors or Sublicensees or to actual or potential acquirers or, in the case of Vertex, to actual or potential acquirers of Vertex’s program with respect to the Licensed ETBs or Licensed Products, provided that in the case of actual or potential Subcontractors or Sublicensees, such disclosures are made in accordance with Section 12.2(c), and in the case of actual or potential acquirers, such disclosures are made (i) in accordance with Section 12.2(d), (ii) only to the extent necessary to evaluate, negotiate and potentially consummate the acquisition and (iii) only after the applicable Party has reached agreement on a bona fide term sheet or letter of intent regarding the terms of such acquisition with the actual or potential acquirer. Notwithstanding anything to the contrary in this Agreement, in no event will Company be permitted to disclose to any Third Party the identity of any Collaboration Target or Reserved Target, except as otherwise expressly provided in clause (e) of this Section 12.2 or to a Third Party gatekeeper under conditions of strict confidentiality pursuant to a mechanism substantially equivalent to that set forth in Section 2.3.2 and the Gatekeeper Agreement.
Appears in 1 contract
Samples: Master Collaboration Agreement (Molecular Templates, Inc.)