Common use of Forced Disclosure Clause in Contracts

Forced Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such case, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by the Disclosing Party, cooperating with the Disclosing Party (at the Disclosing Party’s expense) to obtain a protective order or otherwise limit the disclosure. In addition, if Licensor is required to disclose any of Licensee’s or its Affiliate’s Confidential Information as the result of a Required Disclosure, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice of the disclosure; and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.

Forced Disclosure. The 6.1 Subject to paragraphs 6.2 and 6.3, the Receiving Party may disclose Confidential Information if such disclosure is required: (a) by law or the order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body including disclosure to any department or office or agency of the Disclosing Party government or their Representatives; or (b) the rules of any regulatory body or authority to whose jurisdiction it is subject. 6.2 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such casecircumstances set out in paragraph 6.1, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information will, unless prohibited by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by law: (a) promptly notify the Disclosing Party, cooperating prior to any disclosure being made, of the circumstances giving rise to the disclosure requirement and the Confidential Information required to be disclosed; (b) consult with the Disclosing Party as regards the content, timing and manner of any such disclosure and take into account the Disclosing Party's reasonable requirements in relation thereto; (at c) limit the disclosure to the minimum information required to satisfy the disclosure requirement and, so far as reasonably practicable, obtain from the person or body to whom disclosure is required to be made appropriate assurances that the confidentiality of the Confidential Information disclosed will be respected and maintained; and (d) if the Disclosing Party so requests, co-operate with the Disclosing Party in challenging the disclosure requirement or pursuing any appropriate means to prevent or minimise the disclosure. 6.3 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the circumstances set out in paragraph 6.1 and such disclosure is required to be made by public announcement, the Receiving Party will not issue or release any such announcement unless it has obtained the Disclosing Party’s expense) prior written approval to obtain a protective order the wording thereof. The Disclosing Party will not unreasonably withhold or otherwise limit delay such approval. 6.4 If the disclosure. In addition, if Licensor Receiving Party is required prohibited by law from notifying the Disclosing Party and consulting with the Disclosing Party prior to disclose any disclosure of Licensee’s or its Affiliate’s Confidential Information as being made pursuant to paragraph 6.1, the result of a Required DisclosureReceiving Party will, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice to the extent permitted by law, inform the Disclosing Party of the disclosure; circumstances giving rise to the disclosure requirement and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, promptly after the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause making of the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.

Forced Disclosure. The 6.1 Subject to paragraphs 6.2 and 6.3, the Receiving Party may disclose Confidential Information if such disclosure is required: (a) by law or the order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body including disclosure to any department or office or agency of the Disclosing Party government or their representatives; or (b) the rules of any regulatory body or authority to whose jurisdiction it is subject. 6.2 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such casecircumstances set out in paragraph 6.1, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information will, unless prohibited by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by law: (a) promptly notify the Disclosing Party, cooperating prior to any disclosure being made, of the circumstances giving rise to the disclosure requirement and the Confidential Information required to be disclosed; (b) consult with the Disclosing Party as regards the content, timing and manner of any such disclosure and take into account the Disclosing Party's reasonable requirements in relation thereto; (at c) limit the disclosure to the minimum information required to satisfy the disclosure requirement and, so far as reasonably practicable, obtain from the person or body to whom disclosure is required to be made appropriate assurances that the confidentiality of the Confidential Information disclosed will be respected and maintained; and (d) if the Disclosing Party so requests, co-operate with the Disclosing Party in challenging the disclosure requirement or pursuing any appropriate means to prevent or minimise the disclosure. 6.3 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the circumstances set out in paragraph 6.1 and such disclosure is required to be made by public announcement, the Receiving Party will not issue or release any such announcement unless it has obtained the Disclosing Party’s expense) prior written approval to obtain a protective order the wording thereof. The Disclosing Party will not unreasonably withhold or otherwise limit delay such approval. 6.4 If the disclosure. In addition, if Licensor Receiving Party is required prohibited by law from notifying the Disclosing Party and consulting with the Disclosing Party prior to disclose any disclosure of Licensee’s or its Affiliate’s Confidential Information as being made pursuant to paragraph 6.1, the result of a Required DisclosureReceiving Party will, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice to the extent permitted by law, inform the Disclosing Party of the disclosure; circumstances giving rise to the disclosure requirement and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, promptly after the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause making of the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.

Forced Disclosure. The 6.1 Subject to paragraphs 6.2 and 6.3, the Receiving Party may disclose Confidential Information if such disclosure is required: by law or the order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body including disclosure to any department or office or agency of the Disclosing Party government or their representatives; or the rules of any regulatory body or authority to whose jurisdiction it is subject. 6.2 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such casecircumstances set out in paragraph 6.1, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information will, unless prohibited by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by law: promptly notify the Disclosing Party, cooperating prior to any disclosure being made, of the circumstances giving rise to the disclosure requirement and the Confidential Information required to be disclosed; consult with the Disclosing Party (at as regards the content, timing and manner of any such disclosure and take into account the Disclosing Party's reasonable requirements in relation thereto; limit the disclosure to the minimum information required to satisfy the disclosure requirement and, so far as reasonably practicable, obtain from the person or body to whom disclosure is required to be made appropriate assurances that the confidentiality of the Confidential Information disclosed will be respected and maintained; and if the Disclosing Party so requests, co-operate with the Disclosing Party in challenging the disclosure requirement or pursuing any appropriate means to prevent or minimise the disclosure. 6.3 If disclosure of any Confidential Information is, or is reasonably likely to be, required in any of the circumstances set out in paragraph 6.1 and such disclosure is required to be made by public announcement, the Receiving Party will not issue or release any such announcement unless it has obtained the Disclosing Party’s expense) prior written approval to obtain a protective order the wording thereof. The Disclosing Party will not unreasonably withhold or otherwise limit delay such approval. 6.4 If the disclosure. In addition, if Licensor Receiving Party is required prohibited by law from notifying the Disclosing Party and consulting with the Disclosing Party prior to disclose any disclosure of Licensee’s or its Affiliate’s Confidential Information as being made pursuant to paragraph 6.1, the result of a Required DisclosureReceiving Party will, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice to the extent permitted by law, inform the Disclosing Party of the disclosure; circumstances giving rise to the disclosure requirement and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, promptly after the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause making of the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.