Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. Subject to this Section 8.3, the Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent permitted as follows: 8. 3.1. disclosure to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving Party; 8. 3.2. disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8. 3.3. disclosure by a Party or any of its Related Parties to Regulatory Authorities to obtain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Approval or to otherwise Develop, Manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8. 3.4. disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system); 8. 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. disclosure to potential or actual investors, lenders, acquirers or partners in connection with due diligence or similar inquiries by such Third Parties only to the extent reasonably necessary for such activities; provided, in each case, that any such potential or actual investor, lender, acquirer or partners agrees to be bound by reasonable confidentiality and non- use obligations. If the Receiving Party is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, to disclose Confidential Information that is subject to the non- disclosure provisions of this Article 8, as set forth in Section 8.3.4 and Section 8.3.5, such Party

Appears in 2 contracts

Sources: Research Collaboration and License Agreement (C4 Therapeutics, Inc.), Research Collaboration and License Agreement (C4 Therapeutics, Inc.)

Authorized Disclosures. Subject to this Section 8.3, the Receiving recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent permitted as follows: 8.: 3.1. 8.3.1 such disclosure is deemed necessary by counsel to the recipient Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving recipient Party; 8.; 3.2. 8.3.2 disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8. 3.3. 7 or disclosure by Celgene or a Party Celgene Affiliate or any of its Related Parties sublicensee to Regulatory Authorities to obtain gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Approval Authorization or to otherwise Developdevelop, Manufacture manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8.patents or authorizations; 3.4. 8.3.3 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations or Applicable Laws (e.g. securities regulations or the rules of any recognized stock exchange or quotation systemfilings, particularly those relating to public companies); 8.or 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. 8.3.4 disclosure to potential or actual investors, lenders, investors or potential or actual acquirers or partners in connection with due diligence or similar inquiries investigations by such Third Parties only to the extent reasonably necessary for such activitiesParties; provided, in each case, that any such potential or actual investor, lender, investor or acquirer or partners agrees to be bound by reasonable confidentiality and non- non-use obligationsobligations consistent with those contained in this Agreement as they apply to the recipient Party. Notwithstanding the preceding, Zymeworks may not so disclose to investors or prospective acquirers the Collaboration Sequence Pairs or other data generated by Celgene with respect to any Collaboration Sequence Pair, Antibody or Product and disclosed to Zymeworks hereunder without Celgene’s prior written permission, except Zymeworks may disclose the Targets that Collaboration Sequence Pairs are Directed to (but not the Collaboration Sequence Pairs themselves) to a potential or actual acquirer only: (a) if the potential or actual acquirer agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to Zymeworks and (b) as part of a late-stage diligence process in connection with the negotiation of a definitive agreement for the acquisition by the acquirer of Zymeworks, after a term sheet has been agreed to and the Board of Directors of Zymeworks has approved such terms for the acquisition by the potential acquirer of Zymeworks. If the Receiving recipient Party is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, process to disclose Confidential Information that is subject to the non- non-disclosure provisions of this Article 8, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as set forth in permitted by this Section 8.3.4 8.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information as permitted by this Section 8.3.58.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such PartyConfidential Information.

Appears in 2 contracts

Sources: Collaboration Agreement (Zymeworks Inc.), Collaboration Agreement (Zymeworks Inc.)

Authorized Disclosures. Subject to this Section 8.3, the Receiving recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent permitted as follows: 8.: 3.1. disclosure 8.3.1 to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving recipient Party; 8.; 3.2. 8.3.2 disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8. 3.3. 7 or disclosure by a Party or any of its Related Parties to Regulatory Authorities to obtain gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Approval Authorization or to otherwise Developdevelop, Manufacture manufacture and market ProductsProducts in accordance with this Agreement, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8.patents or authorizations; 3.4. 8.3.3 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system)regulations; 8.or 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. 8.3.4 disclosure to potential or actual investors, lenders, potential or actual acquirers and actual or partners potential licensees or sublicensees of the Project Arising IP in connection with due diligence or similar inquiries investigations by such Third Parties only to the extent reasonably necessary for such activitiesParties; provided, in each case, that any such potential or actual investor, lender, investor or acquirer or partners agrees to be bound by reasonable confidentiality and non- non-use obligationsobligations consistent with those contained in this Agreement as they apply to the recipient Party. If the Receiving recipient Party is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, process to disclose Confidential Information that is subject to the non- non-disclosure provisions of this Article 8, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as set forth in permitted by this Section 8.3.4 8.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information as permitted by this Section 8.3.58.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such PartyConfidential Information.

Appears in 2 contracts

Sources: Collaboration and License Agreement (Zymeworks Inc.), Collaboration and License Agreement (Zymeworks Inc.)

Authorized Disclosures. Subject to this Section 8.37.3, the Receiving recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent permitted as follows: 8.: 3.1. 7.3.1 such disclosure is deemed necessary to the recipient Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice or services to the Receiving Partyreceiving Party in connection with this Agreement, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving recipient Party; 8.; 3.2. 7.3.2 disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8.6; 3.3. 7.3.3 disclosure by a Party ICONIC or any of its Related Parties Affiliate or sublicensee to Regulatory Authorities to obtain gain or maintain approval to conduct Clinical Trials for a Licensed Product, to obtain and maintain Marketing Regulatory Approval or to otherwise Developdevelop, Manufacture manufacture and market Licensed Products; 7.3.4 disclosure by a Party in connection with filing, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8.prosecuting, or maintaining Patent Rights in accordance with Section 6.2; 3.4. 7.3.5 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or orders, governmental regulations or Applicable Law (or the rules of any recognized stock exchange or quotation system); 8.or 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. 7.3.6 disclosure to potential or actual investorsinvestors or potential or actual acquirers or, lendersin the case of ICONIC, acquirers actual or partners potential sublicensees in connection with due diligence or similar inquiries investigations by such Third Parties only to or, in the extent reasonably necessary for cases of ICONIC’s actual sublicensees, the practice of such activitiessublicense; provided, in each case, that any such potential or actual investor, lender, investor or acquirer or partners sublicensee agrees to be bound by reasonable written obligations of confidentiality and non- non-use obligationsconsistent with those contained in this Agreement as they apply to the recipient Party; and provided further that Zymeworks shall not have the right, pursuant to this Section 7.3.6, to disclose the […***…]202 for any Commercial Sublicense, which is received by Zymeworks pursuant to Section 2.1.4 or the Transaction Notice, to its investors. If the Receiving recipient Party is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, process to disclose Confidential Information that is subject to the non- non-disclosure provisions of this Article 8, as set forth in Section 8.3.4 and Section 8.3.57, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 7.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7, and the Party disclosing Confidential Information as permitted by this Section 7.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such Confidential Information.

Appears in 1 contract

Sources: License Agreement (Zymeworks Inc.)

Authorized Disclosures. Subject 9.3.1 In addition to this disclosures permitted under Section 8.39.2, the Receiving Party Licensee may disclose Confidential Information belonging to X4 or its Affiliates to the extent such disclosure is necessary in the following instances: (i) filing or prosecuting and maintaining Patents (including the Licensed Patents) as permitted by this Agreement; (ii) in connection with regulatory filings for the Licensed Product; (iii) prosecuting or defending litigation as permitted by this Agreement; or (iii) complying with applicable court orders or law. 9.3.2 In addition, X4 may disclose Confidential Information belonging to Licensee to the extent such disclosure is strictly necessary for compliance with the Head License. 9.3.3 In addition, a Recipient Party may disclose Confidential Information of the Disclosing Party (including the existence of this Agreement) to the extent permitted as follows: 8. 3.1. disclosure to such Party’s attorneysits and its Affiliates’ (i) officers, independent accountants directors, employees, agents, contractors, consultants, and advisers, (ii) bona fide prospective or financial advisors for the sole purpose of enabling such attorneysactual underwriters, independent accountants lenders, acquirers, merger candidates, actual or financial advisors to provide advice to the Receiving Partyprospective investors or funding sources, on the condition and (iii) its Affiliates and actual or prospective sublicensees, in each case provided that such attorneys, independent accountants and financial advisors persons are bound by to maintain the confidentiality and non-use obligations of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. 9.3.4 In the event the Recipient Party is required to disclose Confidential Information of the Disclosing Party (including this Agreement as they apply to or any provision of it) by law, by a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local government or regulatory body of competent jurisdiction, or if in the reasonable opinion of the Receiving Party; 8. 3.2. disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file’s legal counsel, obtain and maintain patents consistent with Article 7; 8. 3.3. disclosure by a Party or any of its Related Parties to Regulatory Authorities to obtain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Approval or to otherwise Develop, Manufacture and market Products, but such disclosure may be only is otherwise required by Applicable Law, or pursuant to the extent reasonably necessary to obtain and maintain such approvals; 8. 3.4. disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system)similar regulatory body, such disclosure shall not be a breach of this Agreement; 8. 3.5. provided, that the Recipient Party: (i) informs the Disclosing Party, to the extent legally permitted, as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the United States information that is legally required to be disclosed; (iii) at the Disclosing Party's request and expense, assists in an attempt to object to or limit the required disclosure; and (iv) consults with the Disclosing Party on the provisions of this Agreement, together with the Schedules or other attachments attached hereto, to be redacted in any filings made by X4 or Licensee with the Securities and Exchange Commission or any other regulatory body or relevant securities exchange regulator or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. disclosure to potential or actual investors, lenders, acquirers or partners in connection with due diligence or similar inquiries by such Third Parties only to the extent reasonably necessary for such activities; provided, in each case, that any such potential or actual investor, lender, acquirer or partners agrees to be bound by reasonable confidentiality and non- use obligations. If the Receiving Party is otherwise required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, to disclose Confidential Information that is subject to the non- disclosure provisions of this Article 8, as set forth in Section 8.3.4 and Section 8.3.5, such PartyLaw.

Appears in 1 contract

Sources: License and Supply Agreement (X4 Pharmaceuticals, Inc)

Authorized Disclosures. Subject to this Section 8.3, the Receiving recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent permitted as follows: 8.: 3.1. 8.3.1 such disclosure is deemed necessary by counsel to the recipient Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving recipient Party; 8.; 3.2. 8.3.2 disclosure by either Party or its Affiliates to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8.; 3.3. 8.3.3 disclosure by a Party or any of its Related Parties to Regulatory Authorities to obtain gain or maintain approval to conduct Clinical Trials for a Product (or with respect to Zymeworks, any other Zymeworks Product), to obtain and maintain Marketing Approval Authorization or to otherwise Developdevelop, Manufacture manufacture and market Products (or with respect to Zymeworks, any other Zymeworks Products), but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8.patents or authorizations; 3.4. 8.3.4 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system); 8.or 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. 8.3.5 disclosure to potential or actual investors, lenders, investors or potential or actual acquirers or partners actual or potential sublicensees in connection with due diligence or similar inquiries investigations by such Third Parties only to the extent reasonably necessary for such activitiesParties; provided, in each case, that any such potential or actual investor, lender, investor or acquirer or partners sublicensee agrees to be bound by reasonable confidentiality and non- non-use obligationsobligations consistent with those contained in this Agreement as they apply to the recipient Party. If the Receiving recipient Party is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, process to disclose Confidential Information that is subject to the non- non-disclosure provisions of this Article 8, as set forth in Section 8.3.4 and Section 8.3.58.3.4, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 8.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information as permitted by this Section 8.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such Confidential Information.

Appears in 1 contract

Sources: Research and License Agreement (Zymeworks Inc.)

Authorized Disclosures. Subject to this Section 8.39.3, the Receiving recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent permitted as follows: 8.: 3.1. 9.3.1 disclosure to such Party’s or such Party’s Affiliates’ attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Partyrecipient Party or such Affiliates; provided, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Receiving recipient Party; 8.; 3.2. 9.3.2 disclosure by either Party or any of its Affiliates Related Parties to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8.; 3.3. 9.3.3 disclosure by a Party or any of its Related Parties to Regulatory Authorities the extent reasonably necessary: (a) to obtain or maintain approval to conduct Clinical Trials for a ProductGilead Product (with respect to Gilead) or a Tango Product or a compound, molecule or product Directed To an Extended Target (with respect to Tango); or (b) (i) to obtain and maintain Marketing Approval or to otherwise Developdevelop, Manufacture manufacture and market ProductsGilead Products (with respect to Gilead) or Tango Products (with respect to Tango) or (ii) to develop any compound, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8.molecule or product Directed To an Extended Target; 3.4. 9.3.4 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange or quotation system); 8.or 3.5. disclosure to the United States Securities and Exchange Commission or any other securities exchange or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. 9.3.5 disclosure to potential or actual investors, lenders, investors or potential or actual acquirers or partners potential or actual sublicensees in connection with due diligence or similar inquiries investigations by such Third Parties only to the extent reasonably necessary for such activitiesParties; provided, that, in each case, that any such potential or actual investor, lender, acquirer or partners sublicensee agrees to be bound by reasonable confidentiality and non- non-use obligationsobligations consistent with those contained in this Agreement as they apply to the recipient Party. If the Receiving recipient Party or any Affiliate thereof is required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, to disclose Confidential Information that is subject to the non- non-disclosure provisions of this Article 89, as set forth in Section 8.3.4 and Section 8.3.59.3.4, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 9.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9, and the Party disclosing Confidential Information as permitted by this Section 9.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such Confidential Information.

Appears in 1 contract

Sources: Research Collaboration and License Agreement (BCTG Acquisition Corp.)

Authorized Disclosures. Subject 9.3.1 In addition to this disclosures permitted under Section 8.39.2, the Receiving Party Licensee may disclose Confidential Information belonging to Fennec or its Affiliates to the extent such disclosure is necessary in the following instances: (i) filing or prosecuting and maintaining patents (including the Product Patents) as permitted by this Agreement; (ii) in connection with regulatory filings for the Product; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with applicable court orders or governmental regulations; or (v) to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. 9.3.2 In addition, Licensee and its Affiliates and their respective sublicensees may disclose Confidential Information of Fennec or its Affiliates to Third Parties as may be reasonably necessary or useful in connection with the commercialization of the Product as contemplated by this Agreement, including in connection with subcontracting transactions. 9.3.3 In addition, a Recipient Party may disclose Confidential Information of the Disclosing Party (including the existence of this Agreement) to the extent permitted as follows: 8. 3.1. disclosure to such Party’s attorneysits (i) employees, independent accountants agents, contractors, consultants, and advisers, (ii) bona fide prospective or financial advisors for the sole purpose of enabling such attorneysactual underwriters, independent accountants lenders or financial advisors to provide advice to the Receiving Partyacquirers, on the condition and (iii) its Affiliates and sublicensee, in each case provided that such attorneys, independent accountants and financial advisors persons are bound by to maintain the confidentiality and non-use obligations of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement as they apply to the Receiving Party; 8Agreement. 3.2. disclosure by either 9.3.4 In the event the Recipient Party or its Affiliates is required to governmental authorities or other regulatory agencies in order to file, obtain and maintain patents consistent with Article 7; 8. 3.3. disclosure by a disclose Confidential Information of the Disclosing Party (including this Agreement or any provision of its Related Parties it) by law or pursuant to Regulatory Authorities to obtain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Approval or to otherwise Develop, Manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain such approvals; 8. 3.4. disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (or the rules of any recognized stock exchange (including, without limitation or quotation system)in connection with bona fide legal process, such disclosure shall not be a breach of this Agreement; 8. 3.5. provided, that the Recipient Party: (i) informs the Disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the United States required purpose; (iii) at the Disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure; and (iv) consults with the Disclosing Party on the provisions of this Agreement, together with the Schedules or other attachments attached hereto, to be redacted in any filings made by Fennec or Licensee with the Securities and Exchange Commission or any other securities exchange regulatory body or governmental authority, including as required to make an initial or subsequent public offering; or 8. 3.6. disclosure to potential or actual investors, lenders, acquirers or partners in connection with due diligence or similar inquiries by such Third Parties only to the extent reasonably necessary for such activities; provided, in each case, that any such potential or actual investor, lender, acquirer or partners agrees to be bound by reasonable confidentiality and non- use obligations. If the Receiving Party is otherwise required by judicial or administrative process, or Applicable Laws or rules of a securities exchange on which a Receiving Party’s (or its Affiliate’s) securities are listed or traded, to disclose Confidential Information that is subject to the non- disclosure provisions of this Article 8, as set forth in Section 8.3.4 and Section 8.3.5, such PartyLaw.

Appears in 1 contract

Sources: License and Supply Agreement (Fennec Pharmaceuticals Inc.)