Commercial Considerations. (a) After the Effective Date, nothing in this Agreement shall prevent Roche or its Affiliates from disclosing Confidential Information of Eleven to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Product in the Territory, (ii) Third Parties acting on behalf of Roche, to the extent reasonably necessary for the development, manufacture or sale of Product in the Territory, or (iii) Third Parties to the extent reasonably necessary to market the Product in the Territory.
(b) Either Party may disclose this Agreement to actual or potential licensees, sublicensees, acquirers or investors under terms of confidentiality no less stringent than in this Agreement.
(c) The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party, if possible, and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure.
(d) The Parties acknowledge that either or both Parties may be obligated to make one or more filings (including to file a copy of this Agreement) with the U.S. Securities and Exchange Commission (or equivalent foreign agency) or a governmental authority. Each Party will be entitled to make such a required filing, provided that it will (i) submit in connection with such filing a copy of this Agreement in a form mutually agreed by the Parties in advance or, if despite the commercially reasonable efforts of Eleven a form mutually agreed by the Parties cannot be agreed in advance, redacted to the extent permitted by Applicable Law (the “Redacted Agreement”), (ii) request, and use commercially reasonable efforts consistent with Applicable Laws to obtain, confidential treatment of all terms redacted from this Agreement, as reflected in the Redacted Agreement, for a period of at least ten (10) years, (iii) to the extent consistent with Applicable Law, promptly deliver to the other Party any written correspondence received by it or its representatives from the U.S. Securities and Exchange Commission (or equivalent foreign agency) or a governmental authority with respect to such confidential treatment request and p...
Commercial Considerations. Nothing in this Agreement shall prevent GBT or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBT, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBT, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.
Commercial Considerations. Except to fulfil the purpose, such as a public service obligation, for which special or exclusive rights or privileges have been granted, or in the case of a state-owned or state-controlled enterprise to fulfil its public mandate, and provided that the enterprise's conduct in fulfilling that purpose or mandate is consistent with the provisions of Article 166 and Chapter 11 (Competition) of this Title, each Party shall ensure that any enterprise referred to in points (a) to (d) of Article 163 acts in accordance with commercial considerations in the relevant territory in its purchases and sales of goods, including with regard to price, quality, availability, marketability, transportation and other terms and conditions of purchase or sale, as well as in its purchases or supply of services, including when those goods or services are supplied to or by an investment of an investor of the other Party. Charging different prices in different markets, or within the same market, where such differences are based on normal commercial considerations, such as supply and demand conditions, is not in itself inconsistent with Articles 166 and 167.
Commercial Considerations. Nothing in this Agreement shall prevent a Party or its Affiliates from disclosing Confidential Information of the other Party to (i) governmental agencies to the extent required or desirable to secure government approval for the manufacture or sale of Product in the Territory, and (ii) Third Parties acting on behalf of such Party, to the extent reasonably necessary to conduct the activities contemplated by this Agreement, provided such Third Parties are bound by confidentiality and non-use obligations with respect to such information that are no less stringent than those included in this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure.
Commercial Considerations. Nothing in this Agreement shall prevent Roche or its Affiliates from disclosing Confidential lnformation of lcagen to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Product in the Territory, (ii) Third Parties acting on behalf of Roche, to the extent reasonably necessary for the development, manufacture or sale of Product in the Territory, provided such Third Parties are bound to maintain the confidentiality of such Confidential lnformation of lcagen to the same extent as the provisions contained in this Agreement, (iii) Third Parties requesting clinical trial data information (in accordance with Roche’s then-current data sharing policy) or (iv) Third Parties to the extent reasonably necessary to market the Product in the Territory. The Receiving Party may disclose Confidential lnformation of the Disclosing Party to the extent that such Confidential lnformation is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure.
Commercial Considerations. Nothing in this Agreement shall prevent a Party or its Affiliates from disclosing Confidential Information of the other Party or its Affiliates to (i) governmental agencies to the extent required to secure government approval for the development, manufacture or sale of Collaboration Product in the Territory, (ii) Third Parties acting on behalf of Calico, to the extent reasonably necessary for the development, manufacture or sale of Collaboration Product in the Territory, (iii) Third Parties requesting clinical trial data information (in accordance with Calico’s then-current data sharing policy), (iv) Third Parties to the extent reasonably necessary to market the Collaboration Product in the Territory or (v) in connection with due diligence by an actual or prospective, bona-fide Third Party investor, acquirer or Sublicensee under an appropriate confidentiality agreement with confidentiality terms no less restrictive than those contained herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations; provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure. In addition, C4T may provide a copy of this Agreement to DFCI, redacted of (a) financial terms, (b) the identify of Collaboration Targets and (c) the Target Evaluation Research Plans and Joint Research Plans, and may disclose the existence and terms of this Agreement to DFCI and to potential financing sources; provided that in each case such provision or disclosure is under a confidentiality agreement having terms and conditions at least as stringent as those contained in this Agreement.
Commercial Considerations. Except to fulfil the purpose, such as a public service obligation, for which special or exclusive rights or privileges have been granted, or in the case of a state‑owned or state-controlled enterprise to fulfil its public mandate, and provided that the enterprise’s conduct in fulfilling that purpose or mandate is consistent with the provisions of Article 166 and Chapter 11 (Competition) of this Title, each Party shall ensure that any enterprise referred to in points (a) to (d) of Article 163 acts in accordance with commercial considerations in the relevant territory in its purchases and sales of goods, including with regard to price, quality, availability, marketability, transportation and other terms and conditions of purchase or sale, as well as in its purchases or supply of services, including when those goods or services are supplied to or by an investment of an investor of the other Party. Charging different prices in different markets, or within the same market, where such differences are based on normal commercial considerations, such as supply and demand conditions, is not in itself inconsistent with Articles 166 and 167.
1. The Parties shall ensure that enterprises referred to in points (a) to (d) of Article 163 observe high standards of transparency and corporate governance in accordance with the 2005 OECD Guidelines on Corporate Governance of State‑Owned Enterprises. Further development of the policy of corporate governance in enterprises referred to in points (a) to (d) of Article 163 should be conducted in accordance with those Guidelines.
2. Each Party shall ensure that any regulatory body responsible for regulating enterprises referred to in points (a) to (d) of Article 163 is legally distinct and functionally independent from, and not accountable to, any of the enterprises referred to in points (a) to (d) of Article 163.
3. Each Party shall ensure the enforcement of laws and regulations in a consistent and non‑discriminatory manner at all levels of government, be it central or local, and including on enterprises referred to in points (a) to (d) of Article 163. Exemptions shall be limited and transparent.
1. A Party which has a reason to believe that its interests under this Agreement are being adversely affected by the operations of an enterprise or enterprises referred to in points (a) to (d) of Article 163 of the other Party, may request that latter Party to supply information about the operations of its enterprise relating to the carryin...
Commercial Considerations. In relation to AVC intellectual property, an Independent Consultant must ensure that:
1. Neither the Independent Consultant nor any of the Independent Consultant’s clients makes, arranges or authorises the insertion of any reference to AVC in any document (including opinion, press releases, promotional or marketing material) without the prior written consent of AVC;
2. The Independent Consultant must not operate any business similar to AVC during their period as an AVC Independent Consultant, or within twelve (12) months of ceasing to be an AVC Independent Consultant; and
3. At all times an Independent Consultant is completely independent of AVC save for the obligations and responsibilities contained in this Agreement.
Commercial Considerations. Nothing in this Agreement shall prevent MedImmune or its Affiliates from disclosing Confidential Information of Inovio to (a) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Product in the Territory, (b) Third Parties acting on behalf of MedImmune, to the extent reasonably necessary for the development, manufacture or sale of Product and/or Delivery Device in the Territory, or (c) Third Parties to the extent reasonably necessary to market the Product in the Territory, or (d) potential Sublicensees.
Commercial Considerations. Nothing in this Agreement shall prevent a Party or its Affiliates from disclosing Confidential Information of the other Party or its Affiliates to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Product in the Territory, (ii) Third Parties acting on behalf of Roche, to the extent reasonably necessary for the development, manufacture or sale of Product in the Territory, (iii) Third Parties requesting clinical trial data information (in accordance with Roche’s then-current data sharing policy) or (iv) Third Parties to the extent reasonably necessary to market the Product in the Territory. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure. In addition, C4T may provide a copy of this Agreement to DFCI and may disclose the existence and terms of this Agreement to potential financing sources, provided that such disclosure is under a confidentiality agreement having terms and conditions at least as stringent as those contained in this Agreement.
