Disclosure Process Sample Clauses

Disclosure Process. To the extent the Company reasonably and in good faith believes that it is necessary to disclose material non-public information to the Sponsor, prior to receiving a Notice of Exercise, a Proposed Trade Notice or other notice of an impending sale by an Achari Put Holder (a “Necessary Disclosure”), the Company shall inform the Sponsor’s Outside Counsel (as defined below) of such determination, without disclosing the applicable material non-public information to the Sponsor, and the Company and such Outside Counsel, on behalf of the Sponsor shall endeavor to agree upon a process, if necessary, for making such Necessary Disclosure to the Sponsor or its representatives in a manner that is acceptable to the Sponsor (if at all), and any further courses of action to be taken (an “Agreed Disclosure Process”). Thereafter, the Company shall be permitted to make such Necessary Disclosure only in accordance with the Agreed Disclosure Process. “Outside Counsel” means, in respect of the Sponsor, outside legal counsel as may be designated from time to time by the Sponsor for the purposes hereof (including, to the extent applicable, receiving notices and communications hereunder), and as of the date hereof refers to Xxxxxxx X. Xxxxx Xxx. of Xxxxxx Xxxxxx Xxxxxxxx LLP, whose contact information is listed herein.

Disclosure Process. Each Party will each nominate a “Disclosure Representative” to oversee and coordinate the Disclosure Process. The Disclosure Representatives will meet regularly, on a timetable that they will agree, to facilitate disclosure and ensure that the licensed Technology is transferred to Orchard in a timely fashion. Within [***] of the Effective Date, Orchard will present to UCLB and UCLA (as applicable) a list of high-priority items to be disclosed, and the Disclosure Representatives will arrange for such items to be disclosed within [***] of UCLB or UCLA (as applicable) receiving the list, or on a timetable to be reasonably agreed between the Disclosure Representatives as dictated by the business needs of Orchard. Orchard may make additional requests from time to time for items to be disclosed, for which a similar procedure will be followed, managed by the Disclosure Representatives. The Disclosure Representatives will collaborate with the intention of completing the initial Disclosure Process as soon as possible and within [***] of the Effective Date. [***] from the Effective Date, the Disclosure Representatives will meet to determine which items, if any, have not been disclosed and will agree a timetable and process for completion of the initial Disclosure Process. While the intention is to complete the initial Disclosure Process within [***], Orchard shall have the right to seek additional disclosure beyond the [***] Disclosure Process, as described in Clause 3. Notwithstanding the foregoing, with respect to disclosure of the Joint Clinical Data the following principles shall apply: • An independent third party data management company shall be appointed to manage and undertake the identification, collection, storage and verification of the Joint Clinical Data on behalf of Orchard; • The independent third party data management company shall be paid by Orchard; • UCLB and UCLA shall work with, assist and co-operate with the independent third party data management company to facilitate the collection of all the Joint Clinical Data and to build/create a database of the Joint Clinical Data, that meets all necessary regulatory, quality and security standards as required by the FDA and/or EMA. • It is anticipate that this data collection process will take longer than [***], but that it shall be started upon notice from Orchard.

Disclosure Process. The appointing organization and the Designated Member, with assistance from the Secretary of the Gemini Board, is expected to provide these guidelines and terms of reference to all Gemini Board members. The Designated Member, appointee, and the appointing organization should review and discuss concerns regarding potential conflicts arising as a result of Gemini Board service directly with the individual appointee as necessary. Outcomes of these discussions should be communicated to the Gemini Board Chair and the Secretary of the Gemini Board as warranted. The Gemini Board Chair, in consultation with the Executive Agency, Designated Member, and appointing organization, as necessary, have the responsibility of bringing the disclosure of any conflict of interest of any individual or individuals to the attention of the Gemini Board prior to the consideration, discussion, or action regarding agenda items related to Gemini Board business. Prior notification is assumed to be at least 72 hours in advance of Board action. Undeclared potential conflict of interest concerns also can be forwarded in writing to the Secretary of the Gemini Board, who would communicate, in confidence, with the Gemini Board Chair and the Executive Agency. The Executive Agency and the Gemini Board Chair will then work with the Designated Members of the Gemini Board to resolve the issue.

Disclosure Process. The disclosing Party will use Commercially Reasonable Efforts, consistent with reasonable business practices, to (a) label or identify as “CONFIDENTIAL” Confidential Information which is disclosed in writing or other tangible form and (b) identify as “CONFIDENTIAL” at the time of disclosure or within [***] ([***]) Business Days after disclosure, Confidential Information that is disclosed verbally, provided, however, information that ||| would reasonably be deemed as confidential will be Confidential Information of the disclosing Party.