Common use of Exceptions to Obligation Clause in Contracts

Exceptions to Obligation. The restrictions contained in Section 7.2 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals for Licensed Products, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party to third parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example to physicians conducting studies or to health authorities, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Licensee, to Third Parties who are Sublicensees or other development/marketing partners of Licensee with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities a Regulatory Authority to facilitate obtain Regulatory Approval for the issuance of marketing approvals for Licensed Products, provided that reasonable measures shall be taken to assure confidential treatment of such informationProduct; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for in connection with consulting, manufacturing development, manufacturing, external testing and marketing trialstesting, or Commercialization of the Product or in connection with a proposed financing transaction, merger, acquisition or other change of control of a Party or sale of all or substantially all of the assets of a Party; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, including ; provided that that, if a Party is required to make any such disclosure of the other disclosing Party’s Confidential Information it Information, such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other disclosing Party of such disclosure requirement and, except to and reasonably cooperate with the extent inappropriate in the case of patent applications, will use its best efforts disclosing Party to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Santen, to Third Parties who are Sublicensees or other development/marketing partners of Santen with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.1 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, clinical marketing trialstrials and, with respect to DUSA, to Third Parties who are sublicensees or other development/marketing partners of DUSA with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to DUSA, to Third Parties who are Sublicensees or other development/marketing partners of DUSA with respect to any of the subject matter of this Agreement; (iii) is subject to publication rights by clinical investigators under agreements with PN or medac entered into prior to the date of this Agreement; or (iiiiv) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.1 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsany Restasis product or Inspire Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing testing, marketing trials and potential or existing licensees, collaborators, development, marketing trialspartners or investors; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, or marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other disclosing Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities Regulatory Authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Licensee, to Third Parties who are Sublicensees or other development/marketing partners of Licensee with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals approval of any filings made with Regulatory Authorities for Licensed Productsregulatory approval of the manufacture and sale of the Product in any territory, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Licensee, to Third Parties who are development/marketing partners of Licensee with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 13.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Allergan, to Third Parties who are Sublicensees or other development/marketing partners of Allergan with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed the Products, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality agreements having provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Genentech, to Third Parties who are Sublicensees or other development/marketing partners of Genentech with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it will, except where impracticable for necessary disclosures, for example to physicians conducting studies or to health authorities, such Party will give reasonable advance written notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts ; or (iv) was developed by the receiving Party independent of the disclosing Party to limit disclosure, as appropriateany disclosure received under this Agreement.

Exceptions to Obligation. The restrictions contained in Section 7.2 7.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed the I-125 Products, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, or marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, including but not limited to the U.S. Securities and Exchange Commission; provided that if a Party is required to make any such disclosure of the other disclosing Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authoritiesauthorities and the U.S. Securities and Exchange Commission), give reasonable advance notice to the other disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 11.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trials, or prospective licensees or customers; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 Sections 10.3 or 16.7 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities Governmental Entities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for in connection with consulting, manufacturing development, manufacturing, external testing and testing, or marketing trialstrials under this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other disclosing Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other disclosing Party of such disclosure requirement andrequirement, except to the extent inappropriate in the case of patent applications, and will use its best all reasonable efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 Sections 10.3 or 16.7 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities Governmental Entities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for in connection with consulting, manufacturing development, manufacturing, external testing and testing, or marketing trialstrials under this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other disclosing Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other disclosing Party of such disclosure requirement andrequirement, except to the extent inappropriate in the case of patent applications, and will use its best all reasonable efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 10.4 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals Registrations for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party recipient to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and testing, marketing trialstrials and, with respect to Kirin and/or its Affiliates or other development/marketing partners of Kirin with respect to any of the subject matter of this Agreement; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s 's Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.

Exceptions to Obligation. The restrictions contained in Section 7.2 8.1 shall not apply to Confidential Information that: (i) is is, to the extent reasonably required, submitted by the recipient Volcano to governmental authorities to facilitate the issuance of marketing approvals Regulatory Approvals for Licensed Productsthe Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the receiving Party Volcano to third parties Third Parties under appropriate terms and conditions, including confidentiality provisions substantially equivalent to at least as stringent as those in this Agreement, for consulting, manufacturing developmentexternal testing, manufacturing, external testing or marketing trials and marketing trialsto End-Users; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, ; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosuresdisclosures (for example, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best cooperate with the other Party’s efforts to secure confidential treatment of the such Confidential Information required to be disclosed, and shall cooperate with efforts of the disclosing Party to limit disclosure, as appropriate.