Common use of Limits on Disclosure Clause in Contracts

Limits on Disclosure. Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) disclose Confidential Information to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such party shall take reasonable precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (b) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving party; provided, that the receiving party may retain one copy of all Confidential Information of the disclosing party for its legal records.

Limits on Disclosure. (i) Without limiting the generality of the foregoingSection 11.1 hereof, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information to those employees or agents its employees, consultants, attorneys, contractors, advisors, sublicensees and Affiliates who need to receive the Confidential Information in order to further the activities contemplated by in this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such . Each party shall take reasonable sufficient precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) agreements. Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for or any breach of this covenant may be inadequate, inadequate and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (bii) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party’s respective representatives, demonstrations, observations and other intangible methods. (iii) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party (including any sublicensees) shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that the receiving party may retain one copy of all Confidential Information of the disclosing party for its legal records.

Limits on Disclosure. (a) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) Party may disclose Confidential Information to those employees employees, attorneys or agents who need to receive the Confidential Information and use such Information in order to further the activities contemplated by this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such party . Each Party shall take reasonable sufficient precautions to safeguard the Confidential Information, including by including, without limitation, obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) agreements. Each party Party understands and agrees that the wrongful unauthorized disclosure of Confidential Information may result in serious and irreparable damage to the other partyParty, that the remedy at law for any breach of this covenant may be inadequate, inadequate and that the party Party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party Party may be entitled. (b) It is acknowledged that Confidential Information may be obtained by a Party from the other Party not only in writing or other tangible form (including electronic), but also through discussions between each Party’s respective representatives, demonstrations, observations and other intangible methods. (c) The foregoing notwithstanding, each Party shall have the right with the exercise of reasonable discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to Third Party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies if, in the recipient’s judgment, such disclosure is beneficial to the manufacture and supply of the API pursuant to this Agreement. (d) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing partyParty, the receiving party Party, at the option of the disclosing Party, shall either return all Confidential Information of the disclosing party Party (including including, without limitation, all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving party; providedInformation, provided that the receiving party Party’s legal department may retain one (1) copy of all such Confidential Information of the disclosing party for its legal recordsInformation.

Limits on Disclosure. (a) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such . Each party shall take reasonable precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) agreements. Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (b) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party’s respective representatives, demonstrations, observations and other intangible methods. Any verbal disclosure of Confidential Information by a party shall be reduced to writing and provided to the other party within forty-five (45) days. (c) Notwithstanding the foregoing, each party shall have the right with the exercise of reasonable discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to third party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where, in the recipient’s judgment, such disclosure is beneficial to the development, approval or marketing of the Generic Product pursuant to this Agreement. (d) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that the receiving party may retain one copy of all Confidential Information of the disclosing party for its legal records.

Limits on Disclosure. (a) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information to those employees or of its employees, officers, directors, representatives, contractors, consultants, advisors and agents who need to receive the Confidential Information in order to further the activities contemplated by this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that each such person or entity must either be made aware of this Article 10 and agree to be bound by it or otherwise be bound by a duty of confidentiality to such party. Each party shall take reasonable precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) agreements. Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for or any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. Each party shall be liable for the disclosure of confidential information in violation of this Agreement by its employees, officers, directors, representatives, contractors, consultants, advisors and agents. (b) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party's respective representatives, demonstrations, observations and other intangible methods. (c) The above notwithstanding, each party shall have the right with the exercise of reasonable discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to third party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where, in the recipient's judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement. (d) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that the receiving party may retain one copy of all Confidential Information of the disclosing party for its legal records.

Limits on Disclosure. (A) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information Information, to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by in this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such . Each party shall take reasonable sufficient precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) agreements. Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for or any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (bB) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party's respective representatives, demonstrations, observations and other intangible methods. (C) The above notwithstanding, each party shall have the right with the exercise of discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to third party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where, in the recipients judgment, such disclosure is essential to development, approval or marketing of the Product pursuant to this Agreement. (D) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that the receiving party may retain one copy of all Confidential Information of the disclosing party for its legal records.

Limits on Disclosure. (a) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information Information, to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by in this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such . Each party shall take reasonable sufficient precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) . Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for or any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (b) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party's respective representatives, demonstrations, observations and memorization and other intangible methods. (c) The above notwithstanding, each party shall have the right with the exercise of discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to third party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where, in the recipient's reasonable judgment, such disclosure is beneficial to development, approval or marketing of the Product pursuant to this Agreement. (d) Except as otherwise set forth in this Agreement, upon the expiration or termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that the receiving party may retain with one copy of all Confidential Information of the disclosing party for its retained by legal recordscounsel.

Limits on Disclosure. (a) Without limiting the generality of the foregoingSection 8.1, each party Party may, with the exercise of reasonable discretion, (i) disclose Confidential Information to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such partyParty’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product NDA or PHP System pursuant to this Agreement; provided, that such party Party shall take reasonable precautions make best efforts to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (ab) Each party Party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other partyParty, that the remedy at law for any breach of this covenant may be inadequate, and that the party Party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party Party may be entitled. CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission. (bc) Except as otherwise set forth in this Agreement, upon the termination or expiration of this Agreement and Agreement, the receiving Party shall, at the written request of the disclosing partyParty, the receiving party shall either return all Confidential Information of the disclosing party Party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving partyInformation; provided, however, that the receiving party Party may retain one copy of all Confidential Information of the disclosing party Party for its legal records.

Limits on Disclosure. (a) Without limiting the generality of the foregoing, each party may, with the exercise of reasonable discretion, (i) may disclose Confidential Information Information, to those employees or agents who need to receive the Confidential Information in order to further the activities contemplated by in this Agreement; and (ii) make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, advisors, Affiliates and governmental authorities where, in such party’s judgment, such disclosure is beneficial to the development, approval or marketing of the Product pursuant to this Agreement; provided, that such . Each party shall take reasonable sufficient precautions to safeguard the Confidential Information, including by obtaining appropriate commitments and enforceable confidentiality agreements having provisions no less stringent than those contained herein. (a) . Each party understands and agrees that the wrongful disclosure of Confidential Information may result in serious and irreparable damage to the other party, that the remedy at law for or any breach of this covenant may be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such party may be entitled. (b) It is acknowledged that Confidential Information may be obtained by a party from the other party not only in writing or other tangible form (including electronic), but also through discussions between each party's respective representatives, demonstrations, observations and memorization and other intangible methods. (c) The above notwithstanding, each party shall have the right with the exercise of discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to make disclosures of such portions of Confidential Information to third party consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where, in the recipient's reasonable judgment, such disclosure is beneficial to development, approval or marketing of the Product pursuant to this Agreement. (d) Except as otherwise set forth in this Agreement, upon the expiration or termination or expiration of this Agreement and at the written request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party (including all copies, excerpts and summaries thereof contained on any media) or destroy such Confidential Information at the option of the receiving disclosing party; provided, that with one copy retained by legal counsel. (e) Each party and the receiving respective employees, representatives and other agents of such party may retain one copy disclose to any and all persons, without limitation of all Confidential Information any kind, the tax treatment and tax structure of the disclosing transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party for its legal recordsrelating to such tax treatment and tax structure.