Common use of Nondisclosure of Agreement Clause in Contracts

Nondisclosure of Agreement. (a) Each party shall obtain the prior written consent of the other parties hereto, not to be unreasonably withheld or delayed, prior to disclosing any material information about this Agreement. Consent shall not be required, however, for disclosures to tax or regulatory authorities, provided, that in connection with such disclosure, each party agrees to use its reasonable efforts to secure confidential treatment of such information. Each party shall have the further right to disclose the terms of this Agreement without the other parties' prior written consent (i) as required by applicable law, including the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, and the rules and regulations thereunder and the rules and regulations promulgated by the NASDAQ National Market, the NASDAQ SmallCap Market, the Frankfurt Stock Exchange, the Dusseldorf Stock Exchange or the Munich Stock Exchange, provided the disclosing party provides to the other party a copy of the information to be disclosed and, subject to the remainder of this Section 15.3, an opportunity to comment thereon not less than 5 business days (or such shorter period as may be available under applicable law) prior to such disclosure, and (ii) to underwriters, investment, merchant or commercial bankers, financial advisors, legal counsel and accountants in connection with due diligence investigations or audits of the party by any such person. Any copy of this Agreement required to be disclosed pursuant to item (i) of the preceding sentence shall be redacted to delete Product (or, if applicable, Alternative Product) pricing and other Confidential Information to the maximum extent permitted by law or the rules of the organizations referred to therein as determined by Licensor (with respect to filings to be made by it) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the U.S. Securities and Exchange Commission ("SEC")or by Fresenius GmbH (with respect to filings to be made by it or its Affiliates) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the SEC or the German stock exchanges. If either party determines that a release of such information to the public other than as a result of the disclosure referred to above or to any regulatory authority is required by law it shall, to the extent practicable in light of legal requirements relating to such release, notify the other in writing as soon as practicable prior to the time of the proposed release. At the other party's request and before the release (if time permits under applicable law), the party seeking disclosure shall consult with the other on the necessity for the disclosure and the text of the proposed release. (b) In addition to the foregoing limitations on disclosure, each party shall obtain the other parties' written consent (not to be unreasonably withheld or delayed) prior to making or including any reference to or description of such other parties, this Agreement, any of the Schedules hereto, the terms hereof and thereof or the transactions contemplated hereby or thereby, in any prospectus, offering memorandum, road show presentation, press conference or presentation to investors or prospective investors; provided, however, that, absent any material change in the facts or circumstances relating to the subject matter of such disclosures, disclosures of information by a party in form and content substantially similar to disclosures previously approved in writing by the other parties shall not require new or additional prior written consent. Licensor's intended press release disclosing the transactions contemplated by this Agreement, which the parties hereby agree to, is attached hereto as Schedule E.

Nondisclosure of Agreement. (a) Each party shall obtain the prior written consent of the other parties hereto, not to be unreasonably withheld or delayed, prior to disclosing any material information about this Agreement. Consent shall not be required, however, for disclosures to tax or regulatory authorities, provided, that in connection with such disclosure, each party agrees to use its reasonable efforts to secure confidential treatment of such information. Each party shall have the further right to disclose the terms of this Agreement without the other parties' prior written consent (i) as required by applicable law, including the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, and the rules and regulations thereunder and the rules and regulations promulgated by the NASDAQ National Market, the NASDAQ SmallCap Market, the Frankfurt Stock Exchange, the Dusseldorf Stock Exchange or the Munich Stock Exchange, provided the disclosing party provides to the other party a copy of the information to be disclosed and, subject to the remainder of this Section 15.3, an opportunity to comment thereon not less than 5 business days (or such shorter period as may be available under applicable law) prior to such disclosure, and (ii) to underwriters, investment, merchant or commercial bankers, financial advisors, legal counsel and accountants in connection with due diligence investigations or audits of the party by any such person. Any copy of this Agreement required to be disclosed pursuant to item (ia) of the preceding sentence shall be redacted to delete Relevant Product (or, if applicable, Alternative Product) pricing and other Confidential Information to the maximum extent permitted by law or the rules of the organizations referred to therein as determined by Licensor (with respect to filings to be made by it) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the U.S. Securities and Exchange Commission ("SEC")or or by Fresenius GmbH AG (with respect to filings to be made by it or its Affiliatesit) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the SEC or the German stock exchanges. If either party determines that a release of such information to the public other than as a result of the disclosure referred to above or to any regulatory authority is required by law it shall, to the extent practicable in light of legal requirements relating to such release, notify the other in writing as soon as practicable prior to the time of the proposed release. At the other party's request and before the release (if time permits under applicable law), the party seeking disclosure shall consult with the other on the necessity for the disclosure and the text of the proposed release. (b) In addition to the foregoing limitations on disclosure, each party shall obtain the other parties' written consent (not to be unreasonably withheld or delayed) prior to making or including any reference to or description of such other parties, this Agreement, any of the Schedules hereto, the terms hereof and thereof or the transactions contemplated hereby or thereby, in any prospectus, offering memorandum, road show presentation, press conference or presentation to investors or prospective investors; provided, however, that, absent any material change in the facts or circumstances relating to the subject matter of such disclosures, disclosures of information by a party in form and content substantially similar to disclosures previously approved in writing by the other parties shall not require new or additional prior written consent. Licensor's The intended press release disclosing the transactions contemplated by this Agreement, which the parties hereby agree to, is attached hereto as Schedule E.H.

Nondisclosure of Agreement. (a) Each party In addition to the obligations set forth -------------------------- in Section 9.1 above, each Party shall obtain not disclose this Agreement or any provisions of this Agreement and, without the prior written consent of the other Parties, no Party shall make any press release or other public announcement of or otherwise disclose this Agreement or any of its provisions to any third party: (a) Other than to its Affiliates and to its own and its Affiliates' directors, officers, employees, attorneys and accountants whose duties reasonably require familiarity with such Agreement, provided that (i) the Disclosing Party informs such Affiliates, directors, officers, employees, accountants, attorneys, advisers, agents and independent contractors of the confidential nature of such Agreement and instructs such Persons to comply with the confidentiality and nondisclosure obligations of this Section 9.4 and (ii) the Disclosing Party is responsible for any breach or violation by such Persons of the confidentiality and nondisclosure obligations of this Section 9.4; (b) Other than to third parties hereto, not providing debt financing to be unreasonably withheld any Party or delayed, prior any of its Affiliates and to disclosing any material information about this Agreement. Consent shall not be required, however, for disclosures to tax or regulatory authorities, provided, that the lead underwriter engaged in connection with any offering of securities any Party or any of its Affiliates, provided that such disclosure, each party agrees to use its reasonable efforts to secure confidential treatment Persons enter into a customary form of confidentiality agreement with such information. Each party shall have the further right to disclose the terms of Party that includes this Agreement without as confidential information subject to the other parties' prior written consent confidentiality and nondisclosure obligations set forth therein; and (ic) With respect to this Agreement, except for such disclosure as may be required by applicable law, including the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, and law or regulation or pursuant to the rules and regulations thereunder and the rules and regulations promulgated by of or a listing agreement with a national securities exchange or the NASDAQ National Market, in which case the NASDAQ SmallCap MarketDisclosing Party shall provide the other Parties with sufficient advance notice of such disclosure so that the other Parties have the opportunity, if they so desire, to restrict such requirement for disclosure, seek a protective order or take another appropriate remedy; provided that, in connection with any offering of securities of the Disclosing Party or any of its Affiliates, the Frankfurt Stock Exchange, the Dusseldorf Stock Exchange or the Munich Stock Exchange, provided the disclosing party provides Disclosing Party shall provide in advance to the other party a copy Parties hereto for review the form and content of the information to be disclosed and, subject to the remainder any disclosure of this Section 15.3, an opportunity Agreement or any of its provisions that may be required by applicable law or regulation which discuss such other Party and shall include such modifications to comment thereon not less than 5 business days (or such shorter period disclosure as may be available reasonably requested by such other Party (except that the Disclosing Party may file this Agreement as an exhibit to its registration statement or required periodic reports if it would constitute a "material agreement" under applicable law) prior law or regulation and the Disclosing Party shall use commercially reasonable efforts to such disclosure, and (ii) to underwriters, investment, merchant or commercial bankers, financial advisors, legal counsel and accountants in connection with due diligence investigations or audits obtain confidential treatment of the party by any such person. Any copy portions of this Agreement required to be disclosed pursuant to item (i) of that meet the preceding sentence shall be redacted to delete Product (or, if applicable, Alternative Product) pricing and other Confidential Information to the maximum extent permitted by law or the rules of the organizations referred to therein as determined by Licensor (with respect to filings to be made by it) in its reasonable discretion without having any undue burden or delay in preparing any SEC qualifications for confidential treatment request or receiving confidential treatment from the U.S. Securities and Exchange Commission ("SEC")or if so requested by Fresenius GmbH (with respect to filings to be made by it or its Affiliates) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the SEC or the German stock exchanges. If either party determines that a release of such information to the public other than as a result of the disclosure referred to above or to any regulatory authority is required by law it shall, to the extent practicable in light of legal requirements relating to such release, notify the other in writing as soon as practicable prior to the time of the proposed release. At the other party's request and before the release (if time permits under applicable law), the party seeking disclosure shall consult with the other on the necessity for the disclosure and the text of the proposed release. (b) In addition to the foregoing limitations on disclosure, each party shall obtain the other parties' written consent (not to be unreasonably withheld or delayed) prior to making or including any reference to or description of such other parties, this Agreement, any of the Schedules hereto, the terms hereof and thereof or the transactions contemplated hereby or thereby, in any prospectus, offering memorandum, road show presentation, press conference or presentation to investors or prospective investors; provided, however, that, absent any material change in the facts or circumstances relating to the subject matter of such disclosures, disclosures of information by a party in form and content substantially similar to disclosures previously approved in writing by the other parties shall not require new or additional prior written consent. Licensor's intended press release disclosing the transactions contemplated by this Agreement, which the parties hereby agree to, is attached hereto as Schedule E.Party).

Nondisclosure of Agreement. (a) Each party In addition to the obligations set forth -------------------------- in Section 8.1 above, neither Party shall obtain disclose this Agreement or any provisions of this Agreement and, without the prior written consent of the other Party, no Party shall make any press release or other public announcement of or otherwise disclose this Agreement or any of its provisions to any third party: (a) Other than to its Affiliates and to its own and its Affiliates' directors, officers, employees, attorneys and accountants whose duties reasonably require familiarity with such Agreement, provided that (i) the Disclosing Party informs such Affiliates, directors, officers, employees, accountants, attorneys, advisers, agents and independent contractors of the confidential nature of such Agreement and instructs such Persons to comply with the confidentiality and nondisclosure obligations of this Section 8.3 and (ii) the Disclosing Party is responsible for any breach or violation by such Persons of the confidentiality and nondisclosure obligations of this Section 8.3; (b) Other than to third parties hereto, not providing debt financing to be unreasonably withheld any Party or delayed, prior any of its Affiliates and to disclosing any material information about this Agreement. Consent shall not be required, however, for disclosures to tax or regulatory authorities, provided, that the lead underwriter engaged in connection with any offering of securities any Party or any of its Affiliates, provided that such disclosure, each party agrees to use its reasonable efforts to secure confidential treatment Persons enter into a customary form of confidentiality agreement with such information. Each party shall have the further right to disclose the terms of Party that includes this Agreement without as confidential information subject to the other parties' prior written consent confidentiality and nondisclosure obligations set forth therein; and (ic) With respect to this Agreement, except for such disclosure as may be required by applicable law, including the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, and law or regulation or pursuant to the rules and regulations thereunder and the rules and regulations promulgated by of or a listing agreement with a national securities exchange or the NASDAQ National Market, in which case the NASDAQ SmallCap MarketDisclosing Party shall provide the other Parties with sufficient advance notice of such disclosure so that the other Parties have the opportunity, if they so desire, to restrict such requirement for disclosure, seek a protective order or take another appropriate remedy; provided that, in connection with any offering of securities of the Disclosing Party or any of its Affiliates, the Frankfurt Stock Exchange, the Dusseldorf Stock Exchange or the Munich Stock Exchange, provided the disclosing party provides Disclosing Party shall provide in advance to the other party a copy Parties hereto for review the form and content of the information to be disclosed and, subject to the remainder any disclosure of this Section 15.3, an opportunity Agreement or any of its provisions that may be required by applicable law or regulation which discuss such other Party and shall include such modifications to comment thereon not less than 5 business days (or such shorter period disclosure as may be available reasonably requested by such other Party (except that the Disclosing Party may file this Agreement as an exhibit to its registration statement or required periodic reports if it would constitute a "material agreement" under applicable law) prior law or regulation and the Disclosing Party shall use commercially reasonable efforts to such disclosure, and (ii) to underwriters, investment, merchant or commercial bankers, financial advisors, legal counsel and accountants in connection with due diligence investigations or audits obtain confidential treatment of the party by any such person. Any copy portions of this Agreement required to be disclosed pursuant to item (i) of that meet the preceding sentence shall be redacted to delete Product (or, if applicable, Alternative Product) pricing and other Confidential Information to the maximum extent permitted by law or the rules of the organizations referred to therein as determined by Licensor (with respect to filings to be made by it) in its reasonable discretion without having any undue burden or delay in preparing any SEC qualifications for confidential treatment request or receiving confidential treatment from the U.S. Securities and Exchange Commission ("SEC")or if so requested by Fresenius GmbH (with respect to filings to be made by it or its Affiliates) in its reasonable discretion without having any undue burden or delay in preparing any confidential treatment request or receiving confidential treatment from the SEC or the German stock exchanges. If either party determines that a release of such information to the public other than as a result of the disclosure referred to above or to any regulatory authority is required by law it shall, to the extent practicable in light of legal requirements relating to such release, notify the other in writing as soon as practicable prior to the time of the proposed release. At the other party's request and before the release (if time permits under applicable law), the party seeking disclosure shall consult with the other on the necessity for the disclosure and the text of the proposed release. (b) In addition to the foregoing limitations on disclosure, each party shall obtain the other parties' written consent (not to be unreasonably withheld or delayed) prior to making or including any reference to or description of such other parties, this Agreement, any of the Schedules hereto, the terms hereof and thereof or the transactions contemplated hereby or thereby, in any prospectus, offering memorandum, road show presentation, press conference or presentation to investors or prospective investors; provided, however, that, absent any material change in the facts or circumstances relating to the subject matter of such disclosures, disclosures of information by a party in form and content substantially similar to disclosures previously approved in writing by the other parties shall not require new or additional prior written consent. Licensor's intended press release disclosing the transactions contemplated by this Agreement, which the parties hereby agree to, is attached hereto as Schedule E.Party).