Confidentiality Exception. Notwithstanding the obligations set forth in Section 9.1, each party may disclose the other party’s Confidential Information to the extent that such disclosure is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority order, provided that the receiving party shall (where reasonably practicable and without breaching statutory or regulatory requirements) provide prompt written notice to the disclosing party prior to such disclosure, so that the disclosing party may seek a protective order or other appropriate remedy.
Confidentiality Exception. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the Parties are parties or by which they are bound, the Parties acknowledge and agree that: (a) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the Parties to the tax treatment and tax structure of any transaction related to the Services or any other transactions or arrangements; and (b) each Party (and each of its employees, subcontractors, suppliers, representatives, or other agents) may disclose to any and all persons or entities, without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided that the foregoing is not intended to affect any privileges that each Party is entitled, in its sole discretion, to maintain, including with respect to any confidential communications with its attorney or any confidential communications with a federally authorized tax practitioner under Internal Revenue Code (“IRC”) Section 7525.
Confidentiality Exception. For the period of three (3) years counted from this date, pursuant to the express provisions in Clause 11.13 above, the Parties agree that the Confidential Information shall not be disclosed by any means of communication nor to any individual, legal entity, or institution, except if:
(a) the Confidential Information is in the Public Domain, provided that it did not fall in the public domain as a result of an act by any of the Parties, their representatives, parent companies, controlled companies, or companies directly or indirectly under common control with such Party;
(b) disclosure is required by a governmental authority or a competent court, under penalty of default or other penalty; it being understood that, in this case, the Party required to disclose such Confidential Information (when allowed by the applicable legislation, authority, or order) shall promptly notify the other Party so that it may assess the adoption of applicable procedures before the governmental authority or court in order to protect the Confidential Information;
(c) disclosure is required according to the rules of any authority, stock exchange, or regulatory or supervisory body regarding any of the Parties, their representatives, holding companies, parent companies, or entities to which they report; and
(d) the Confidential Information in possession of the Party results of its own research, provided that this Party gives proper evidence of any such circumstance.
Confidentiality Exception. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties hereto acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Loan Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives or other agents) may disclose to any and all parties as required, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole but commercially reasonable discretion, the confidentiality of a communication relating to the transactions contemplated by the Loan Documents, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not intended to be affected by the foregoing.
Confidentiality Exception. Notwithstanding the provisions of Section ------------------------- 3.1, nothing received by the parties hereunder shall be construed as Confidential Information which prior hereto, or during the term of this Agreement, is:
(a) published or otherwise made available to the public other than by a breach of this Agreement by such party hereto, or
(b) rightfully received by one party hereto from an independent third party without restrictions on disclosure, or
(c) approved in writing for release by the party designating the information as Confidential Information, or
(d) except as otherwise provided in Section 3.5 below, known to or independently developed by the party receiving the Confidential Information without reference to such Confidential Information, or
(e) disclosed within a patent application, the subject matter of which patent application belongs to the receiving party and only with the prior written approval of the disclosing party. Confidential *** IDENTIFIES REDACTED MATERIAL WHICH HAS BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the case that the receiving party intends to disclose Confidential Information under the exceptions (a), (b), or (d) above, the receiving party must first give the disclosing party notice (30) thirty days prior to such a disclosure.
Confidentiality Exception. Notwithstanding the provisions of Section [21.1], nothing received by a Party is required to be treated as Confidential Information which prior hereto, or during the term of this Agreement, or thereafter, is or becomes (1) publicly known through no unauthorized act of the receiving Party, (ii) rightfully received from a third party without obligation of confidentiality, (iii) independently developed by the receiving Party, (iv) already known by the receiving Party without an obligation of confidentiality, (v) intentionally disclosed without similar restrictions by the disclosing Party to a third party, or (vi) approved by the disclosing Party for public disclosure. Evidence supporting (iii) shall be provided by the Party asserting same upon the request of the other Party.
Confidentiality Exception. Notwithstanding the provisions of Section ------------------------- 3.1, nothing received by the parties hereunder shall be construed as Confidential Information which prior hereto, or during the term of this Agreement, is:
(a) published or otherwise made available to the public other than by a breach of this Agreement by such party hereto, or
(b) rightfully received by one party hereto from an independent third party without restrictions on disclosure, or
(c) approved in writing for release by the party designating the information as Confidential Information, or
(d) except as otherwise provided in Section 3.4 below, known to or independently developed by the party receiving the Confidential Information without reference to such Confidential Information.
Confidentiality Exception. The Parties shall not use or disclose any Confidential Information for any purpose not associated with the Parties’ responsibilities under this Agreement, unless the Party receives written consent from the client, client’s attorney, or legal guardian.
Confidentiality Exception. Each Principal acknowledges the right of the other Principal and its Subsidiaries to keep confidential certain commercial, product, technical and scientific information provided by such other Principal or its Subsidiaries to the Merial Venture, including information provided pursuant to the Research Agreements or obtained pursuant to agreements with Third Parties containing confidentiality provisions. Accordingly, each Principal agrees that it shall not exercise its right of inspection with respect to, and shall direct the Directors nominated by it not to inspect, such information pursuant to this Agreement or otherwise without obtaining the prior written consent of the other Principal and, if such consent is given, it shall follow such procedures as are determined by the other Principal in its sole discretion in order to prevent the disclosure of such information (it being acknowledged that a Principal may prohibit entirely the disclosure of such information by the Merial Venture to the other Principal and, in such case, the Merial Venture will not disclose such information and will take all reasonable steps necessary to prevent such disclosure).
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