Confidential Sample Clauses

Confidential. In the case of pharmacy incentive programs, hospital performance incentive programs, chargebacks, disease management programs, similar programs or discounts on portfolio product offerings, all rebates, discounts and other forms of reimbursements will be allocated among products on the basis on which such rebates, discounts and other forms of reimbursements were actually granted or, if such basis cannot be determined, in accordance with the Selling Party’s existing allocation method, provided that any such allocation will be done in accordance with Applicable Law, including any price reporting laws, rules and regulations. The Selling Party’s transfer of any Product to an Affiliate or Sublicensee will not result in any Net Sales unless the transferee is an end user. Net Sales will also include the fair market value of all consideration received by the Selling Party in respect of any sale of the Product (other than those excluded from Net Sales under the last sentence of this definition or otherwise), whether such consideration is in cash, payment in kind, exchange for value or another form. If any discounts or other deductions or rebates are made in connection with sales of a Product that is bundled or sold together with other products of the Selling Party, then the discount, deduction or rebate applied to the Product will not exceed the discount, deduction or rebate applied to any of the other products of the Selling Party in such arrangement based upon the respective list prices of the Product and such other products prior to applying the discount, unless Sanofi provides (or causes its Sublicensee to so provide) evidence reasonably satisfactory to Principia that such difference is commercially reasonable and does not unfairly prejudice the Product in favor of such other products. On a country-by-country basis, in the event a Product is sold as a combination product comprising (x) a Compound and (y) one or more other pharmaceutically active ingredient(s) (with respect to (y), “Other API” and with respect to (x) and (y), a “Combination Product”), Net Sales, for purposes of determining royalty payments on such Product, will be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the average gross invoice price of the Product in the same dose and quantity, in the same country and during the same Calendar Quarter when sold separately in such country and B is the gross invoice price of the other average net invoi...

Confidential. The Purchaser acknowledges that the information made available to the Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that Purchaser’s subscription may not be accepted by the Company or a Closing may not occur for any reason if not consented to by Purchaser; provided, however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company).

Confidential. Buyer shall not disclose or permit to be disclosed to any third party, the terms or existence of this Agreement or the underlying transaction, any of the reports or any other documentation or information provided to or obtained by Buyer which relate to the Property (collectively, the “Confidential Information”) in any way without Seller’s prior written consent, which may be granted or withheld (i) in Seller’s sole and absolute discretion prior to the Closing, or (ii) in Seller’s reasonable discretion after the Closing. Notwithstanding the foregoing, Buyer shall have a right to disclose the Confidential Information: (i) to Buyer’s lenders, accountants, employees, attorneys and other agents upon whom Buyer will rely upon or consult with in making acquisition decisions in connection with the transaction contemplated herein, provided that (A) such parties have been advised of the confidential nature of the same and Buyer shall be responsible for such parties’ breach of the confidentiality restrictions set forth herein, and (B) all such Confidential Information shall be used by such parties solely in connection with the transaction contemplated hereby; and (ii) if obligated by law or legal process to make such disclosure, in which case Buyer shall provide Seller with written notice prior to any such disclosure. The provisions of this Section shall survive the termination of this Agreement for any reason. [Signature Page Follows]

Confidential. To initiate a mediation pursuant to paragraph 2(a) the claiming party must give notice in writing (the "ADR Notice") to the other party addressed to its Director and to the Chief Executive of CEDR requesting a mediation in accordance with paragraph 2(a) and such notice must be given within 10 days after the date upon which the time for the Directors to resolve the Dispute pursuant to paragraph 1(b)(iii) expired (or such longer period as is reasonable in all the circumstances).

Confidential. Net Agreement (Net) Rev. 1/2008 Page 4 of 15 5/21/2008

Confidential. It is understood and agreed by the parties hereto that the matters described in this Agreement and the terms and conditions of this Agreement shall be treated as confidential by Employee and the Company and shall not be disclosed or made available by Employee or the Company to any third party without the prior written consent of the other party hereto and then only to the extent and only in accordance with the conditions set forth in any such consent.

Confidential. The Parties shall keep confidential all information pursuant to this Agreement and save and except which may be required to be disclosed under law or on need to know basis. The disclosing Party shall inform the other concerned Party(ies) of receipt of any such communication/notice/intimation requiring such disclosure to enable the concerned Party(ies) to take appropriate action, if required.

Confidential effective until the earliest of: (i) the second anniversary of the Closing; (ii) the date on which the Investor ceases to hold any Underlying Common Shares issued pursuant to this Subscription Agreement; or (iii) on the first date on which the Investor is able to sell all of its Underlying Common Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) within 90 days without the public information, volume or manner of sale limitations of such rule (such date, the “End Date”). Prior to the End Date, SPAC will use commercially reasonable efforts to qualify the Underlying Common Shares for listing on the applicable stock exchange. Upon request, the Investor agrees to disclose its ownership to SPAC to assist it in making the determination with respect to Rule 144 described in clause (iii) above. SPAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after SPAC becomes eligible to use such Form S-3. The Investor acknowledges and agrees that SPAC may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act. In such event: (I) SPAC shall not so delay filing or so suspend the use of the Registration Statement for a period of more than 90 consecutive days or more than a total of 120 calendar days in any 360 day period; and (II) SPAC shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. SPAC’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to SPAC such information regarding the Investor, the securities of SPAC held by the Investor and the intended method of disposition of such Underlying Common Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by SPAC to effect the registration of such Underlying Common Shares. Investor shall also execute such documents in connection wit...

Confidential. The official file of each employee is confidential and shall be kept in the District personnel office.

Confidential. Save as herein provided all other terms and conditions of the Agreement shall remain in full force and effect.