Common use of Nondisclosure of Agreement Clause in Contracts

Nondisclosure of Agreement. Neither Party shall disclose any information about this Agreement without the prior written consent of the other. Consent shall not be required, however, for (a) disclosures to tax authorities or to bona fide potential sublicensees, to the extent required or contemplated by this Agreement, provided, that in connection with such disclosure, each Party agrees to use its commercially reasonable efforts to secure confidential treatment of such information, (b) disclosures of information for which written consent has previously been obtained, or (c) information which had previously been publicly disclosed. Each Party shall have the further right to disclose the terms of this Agreement as required by applicable law, including the rules and regulations promulgated by the Securities and Exchange Commission and/or the regulatory bodies/authorities governing securities issues in foreign jurisdictions and to disclose such information to shareholders or potential investors as is customary for privately or publicly-held companies (as the case may be at the time of disclosure), provided the disclosing Party provides to the other Party, to the extent practicable, a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the proposed disclosure with the other on the necessity for the disclosure and the text of the proposed release. Any copy of this Agreement to be filed with the Securities and Exchange Commission shall be redacted to the satisfaction of both Parties; provided, however, in the event that the Securities and Exchange Commission objects to the redaction of any portion of the Agreement after the initial submission, the filing Party shall inform the other Party of the objections and shall in good faith respond to the objections in an effort to limit the disclosure required by the Securities and Exchange Agreement, but in any event the filing Party shall be free to include any portions of the Agreement it deems necessary to respond to the objections in any future filings.

Nondisclosure of Agreement. Neither Party party shall disclose any information about this Agreement without the prior written consent of the other. Consent shall not be required, however, for (a) disclosures to tax or other governmental authorities or to bona fide potential or actual sublicensees, or marketing partners to the extent required or contemplated by this Agreement, provided, that in connection with such disclosure, each Party party agrees to use its commercially reasonable efforts to secure confidential treatment of such information, (b) disclosures of information for which written consent has previously been obtained, obtained or (c) information which had has previously been publicly disclosed. Each Party party shall have the further right to disclose the terms of this Agreement as required by applicable law, including the rules and regulations promulgated by the Securities and Exchange Commission and/or the regulatory bodies/authorities governing securities issues in foreign jurisdictions Commission, and to disclose such information to shareholders or potential investors as is customary for privately or publicly-held companies (as the case may be at the time of disclosure), provided the disclosing Party provides to the other Party, to the extent practicable, a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the proposed disclosure with the other on the necessity for the disclosure and the text of the proposed releasecompanies. Any copy of this Agreement to be filed with the Securities and Exchange Commission shall be redacted to the satisfaction of both Partiesparties; provided, however, in the event that the Securities and Exchange Commission objects to the redaction of any portion of the Agreement after the initial submission, the filing Party party shall inform the other Party party of the objections and shall in good faith respond to the objections in an effort to limit the disclosure required by the Securities and Exchange Agreement, but in any event the filing Party party shall be free to include any portions of the Agreement it deems necessary to respond to the objections in any future filings. Without limiting the generality of the foregoing and except in the circumstance where a party's outside counsel advises the party that immediate disclosure is required, in the event that a Receiving Party intends to disclose Confidential Information as permitted under this Article 9, such a party will provide to the Disclosing Party a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consult with the other on the necessity for the disclosure and the text of the proposed release within a reasonable time in advance of the proposed disclosure. Without limiting the generality of this Section 9.3, Ligand may allow Allergan, Inc. ("Allergan") to review a copy of this Agreement, for the sole purpose of complying with Ligand's obligation to Allergan under that certain Amended and Restated Technology Cross License Agreement, dated as of September 24, 1997, among Allergan, Ligand and Allergan Ligand Retinoid Therapeutics, Inc. Any copy of this Agreement disclosed under this Article 9 shall be redacted to the satisfaction of both parties.

Nondisclosure of Agreement. Neither Party party shall disclose any information about this Agreement without the prior written consent of the other. Consent shall not be required, however, for (a) disclosures to tax or other governmental authorities or to bona fide potential or actual sublicensees, or marketing partners to the extent required or contemplated by this Agreement, provided, that in connection with such disclosure, each Party party agrees to use its commercially reasonable efforts to secure confidential treatment of such information, (b) disclosures of information for which written consent has previously been obtained, obtained or (c) information which had previously been publicly disclosed. Each Party party shall have the further right to disclose the terms of this Agreement as required by applicable law, including the rules and regulations promulgated by the Securities and Exchange Commission and/or the regulatory bodies/authorities governing securities issues in foreign jurisdictions Commission, and to disclose such information to shareholders or potential investors as is customary for privately or publicly-held companies (as the case may be at the time of disclosure), provided the disclosing Party provides to the other Party, to the extent practicable, a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the proposed disclosure with the other on the necessity for the disclosure and the text of the proposed releasecompanies. Any copy of this Agreement to be filed with the Securities and Exchange Commission shall be redacted to the satisfaction of both Partiesparties; provided, however, in the event that the Securities and Exchange Commission objects to the redaction of any portion of the Agreement after the initial submission, the filing Party party shall inform the other Party party of the objections and shall in good faith respond to the objections in an effort to limit the disclosure required by the Securities and Exchange Agreement, but in any event the filing Party party shall be free to include any portions of the Agreement it deems necessary to respond to the objections in any future filings. Without limiting the generality of the foregoing 51 and except in the circumstance where a party's outside counsel advises the party that immediate disclosure is required, in the event that a Receiving Party, intends to disclose Confidential Information as permitted under this Article 12, such a party will provide to the Disclosing Party a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consult with the Disclosing Party on the necessity for the disclosure and the text of the proposed release within a reasonable time in advance of the proposed disclosure. Without limiting the generality of this Section 12.3, Ligand may allow Allergan to review a copy of this Agreement, for the sole purpose of complying with Ligand's obligation to Allergan under the ALRT Agreement. Any copy of this Agreement disclosed under this Article 12 shall be redacted to the satisfaction of both parties.