Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10.
Appears in 3 contracts
Samples: Research Collaboration Agreement (Diversa Corp), Research Collaboration Agreement (Diversa Corp), License and Research Agreement (Diversa Corp)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of (A) Notwithstanding the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes terms of this Agreement and only if such employeesSection 12, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving either Party shall be permitted to disclose Confidential Information in the event thatexistence and terms of this Agreement and the conduct of the Collaboration under this Agreement, and only to the extent thatrequired, in the reasonable opinion of such information is required to be disclosed Party’s legal counsel, to comply with applicable laws laws, rules or regulations, including without limitation the rules and regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, promulgated by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, Commission or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing any other governmental agency. The disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all shall take reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to avoid and/or minimize the extent degree of such disclosure. In addition, each .
(B) Either Party may also disclose the existence and terms of this Agreement to its attorneys and advisors, and to potential acquirors, in connection with a potential acquisition or other change of control transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, or to potential licensees or to permitted assignees in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to lendersthe terms contained in this Agreement and to use such confidential information solely for the purpose of the contemplated transaction. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
(C) MacroGenics may also disclose the existence and terms of this Agreement pursuant to transactions related to the Commercialization or Development of MGAH22 or any Product (“Licensing Transactions”), investment bankersin each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to the terms contained in this Agreement and to use such confidential information solely for the purpose of the contemplated transaction, and similar provided that prior to the disclosure of the terms of this Agreement in connection with any Licensing Transaction, MacroGenics shall redact in any written summary or copy of this Agreement, all financial institutions solely terms of this Agreement, in a manner substantially consistent with a form provided to Green Cross by MacroGenics on or before the Effective Date. The transactions described in Section 12.3(d)(ii)(B) shall not be deemed Licensing Transactions for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 1012.3(d)(ii)(C).
Appears in 3 contracts
Samples: Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
5.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws or regulations or for regulatory filings to testsecurities regulators; provided, register and sell Syngenta Products and Diversa Products and any other products sold or licensedhowever, or developed for sale or licensethat the receiving Party, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent practicable and Exchange Commissionlegally permissible, shall first have given prompt written notice (and to the United States Environmental Protection Agencyextent practicable and legally permissible, at least five (5) Business Days’ notice) to the United States Department disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of Energysuch order be held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Food and Drug Administrationpurposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lenders, investment bankers, and similar financial institutions solely for purposes be disclosed;
5.2.2 made by or on behalf of financing the business operations of such receiving Party and to Third Parties Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
5.2.3 made to its Representatives; provided that any such recipient of such Confidential Information agrees to be bound by the confidentiality and non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for any failure by any such Person to treat such Confidential Information as required under this Article 5.
5.2.4 made to its or its Affiliates’ financial and legal advisors who have a potential bona fide merger need to know such Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or acquisition transaction either (i) upon under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the written consent of the other receiving Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with shall remain responsible for any failure by such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in and legal advisors and other Persons contemplated by this Section 105.2.4, to treat such Confidential Information as required under this Article 5.
Appears in 3 contracts
Samples: License Agreement (Point of Care Nano-Technology, Inc.), License Agreement (Point of Care Nano-Technology, Inc.), License Agreement (Alternative Energy & Environmental Solutions, Inc.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees The confidentiality obligations contained in Section 7.1 of the Receiving Party or its Affiliates, but only this Agreement shall not apply to the extent reasonably that (a) any receiving Party (the “Recipient”) is required (i) to accomplish the disclose information by law, order or regulation of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case that the Recipient shall provide written notice thereof to the other Parties and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions or inaction of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by any other Party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any Party to this Agreement and only if such employeesnot under a duty of confidentiality to any other Party, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make (iv) the disclosed information was independently developed by Recipient without use of such information for any purpose other than those permitted by this Agreement. Confidential Information of the disclosing Party.
7.2.1 Each Party will use at least acknowledges that the same standard of care as it uses to protect proprietary or confidential information other Party has certain time-critical reporting obligations by virtue of its own status as a public corporation and agrees to ensure that such employees, agents, consultants cooperate in preparation of a joint press release regarding the execution and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the general terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection be issued concurrently with a potential bona fide merger or acquisition transaction either Form 8-K report that must be filed with the SEC by each Party within four (i4) upon the written consent business days of the Effective Date. The Parties further agree that once they have mutually agreed upon descriptive language that describes the material terms of this Agreement, either Party may continue to use such descriptive language in its future SEC filings or other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with investor communications so long as such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10future communications are not materially different than what was previously agreed upon.
Appears in 3 contracts
Samples: Master License Agreement, Master License Agreement (Health Discovery Corp), Master License Agreement (Neogenomics Inc)
Permitted Disclosures. Nanomerics may disclose Virpax Information and each Party may disclose Confidential Information may be disclosed (other than Virpax Information) to employeesthe extent that such disclosure is:
9.3.1. made in response to a valid order of a court of competent jurisdiction or other competent authority; provided, agentshowever, consultants and actual or bona fide potential Sublicensees of that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order;
9.3.2. made by or on behalf of by Virpax, its AffiliatesAffiliates or sublicensees to a Health Authority as may be necessary or useful in connection with any filing, but only application or request for a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent reasonably such protection is available;
9.3.3. made by a Party to a patent authority as may be necessary or useful for purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 10); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
9.3.4. otherwise required by law; provided, however, that if Nanomerics is required to accomplish the purposes of this Agreement and only if such employeesdisclose Virpax Information, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure either Party is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted required to disclose Confidential Information in of the event thatother Party, the Party required to make the disclosure shall (a) provide to the other Party reasonable advance notice of and only an opportunity to comment on any such required disclosure, (b) if requested by the other Party, seek confidential treatment with respect to any such disclosure to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankersavailable, and similar financial institutions solely for purposes of financing (c) use good faith efforts to incorporate the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent comments of the other Party in any such disclosure or (ii) if request for confidential treatment; or
9.3.5. made by Virpax or its Affiliates to Third Parties as may be necessary or useful in connection with the disclosing Exploitation of the Compound or Licensed Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith. Notwithstanding the foregoing, in the event that either Party obtains is required by Applicable Law or the requirements of a signed confidentiality agreement with national securities exchange or another similar regulatory body to disclose this Agreement, in whole or in part, the Parties shall reasonably agree on a redacted version of this Agreement as necessary to protect the Confidential Information of the Parties prior to making such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10disclosure.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.), Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.), Collaboration and License Agreement (Virpax Pharmaceuticals, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply with applicable laws such court or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, governmental order;
9.3.2. Made by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure the receiving Party to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties Regulatory Authorities as required in connection with any filing in relation to a potential bona fide merger Regulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
9.3.3. Made by the receiving Party to its sublicensees or acquisition transaction either (i) upon its or their respective Affiliates or by the written consent receiving Party, its sublicensees or its or their respective Affiliates to its or their respective attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation of the other Party Licensed Products or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that each Party shall remain responsible for any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such Confidential Information as required under this Article 9 (as if such sublicensees, Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound to the requirements of this Article 9).
9.3.4. Made by the receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a Competitor, without obtaining ViroPharma’s prior consent in this Section 10writing.
Appears in 3 contracts
Samples: Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Viropharma Inc)
Permitted Disclosures. 3.1 The Receiving Party may disclose Confidential Information may be disclosed to those of its directors, officers, employees, agents, consultants and actual professional advisers and auditors (each a “Receiving Party Authorised Person”) who:
3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and
3.1.2 have been informed by the Receiving Party:
(a) of the confidential nature of the Confidential Information; and
(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.
3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or bona fide potential Sublicensees by order of a court or other public body that has jurisdiction over the Receiving Party or its AffiliatesReceiving Party Authorised Person, but only provided that Clause 4 shall apply to disclosures required under the extent reasonably required FOIA or the EIRs.
3.3 Before making a disclosure pursuant to accomplish Clause 3.2, the purposes Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:
3.3.1 notify the Disclosing Party in writing of this Agreement the proposed disclosure as soon as possible (and only if such employees, agents, consultants and actual possible before the court or potential bona fide Sublicensees to whom other public body orders the disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted ); and
3.3.2 ask the court or other public body to disclose treat the Confidential Information as confidential.
4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the event that, and only Confidential Information:
4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;
4.1.2 pursuant to the requirements of the FOIA or the EIRs;
4.1.3 to the extent that, such information is required to be disclosed to comply with applicable laws the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or regulations relevant Crown Body or for regulatory filings any examination pursuant to testsection 6(1) of the National Audit Xxx 0000 of the economy, register efficiency and sell Syngenta Products and Diversa Products and any other products sold effectiveness with which the Authority or licensed, relevant Crown Body is carrying out its public functions; and/or
4.1.4 if the Authority or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure Crown Body has reasonable grounds to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided believe that the Disclosing Party receives prior written notice is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.
4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of such disclosure and that a Request for Information (in accordance with the Receiving Party takes all reasonable and lawful actions Secretary of State for Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement that it is permissible and reasonably practical for it to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either do so but (i) upon the written consent of the notwithstanding any other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained provision in this Section 10Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.
4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.
Appears in 3 contracts
Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
Permitted Disclosures. (a) Each Party may disclose Confidential Information may be disclosed received from the other Party to Third Parties having a need to know the Confidential Information for a legitimate business purpose of the receiving Party, provided any such Third Party executes a non-disclosure agreement with terms at least as restrictive as those herein. Each Party shall immediately advise their employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees others to whom disclosure the other Party’s Confidential Information is to be made are subject to a written obligation to hold in confidence and not make use disclosed, of such information for any purpose other than those permitted by their strict obligations under this Agreement. Each Party will use at least shall take all reasonably necessary steps to insure that the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use confidentiality of the Confidential Information is securely maintained and that the Confidential Information is used only as permitted under this Agreement. Each Party may disclose Confidential Information received from the other Party as is required by a valid court order to be disclosed, provided, however, that the receiving Party has provided prompt written notice to the disclosing Party, made a reasonable effort to obtain a protective or other order maintaining the confidentiality of disclosing Party’s Confidential Information, and taken reasonable steps to enable the disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information. The Receiving Any mutually agreed public statement as permitted in Section 10.2 below that may include Confidential Information shall constitute a permitted disclosure.
(b) Notwithstanding anything to the contrary in this Agreement, including, without limitation the terms and conditions included in Sections 9.1 through 9.4 (a), (i) a Party shall be permitted entitled to disclose Confidential Information in to end users of products and services any non-confidential technical, scientific and other information reasonably necessary for the event that, end user to use such products and only to services; and (2) the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party Parties may disclose the non-confidential terms of this Agreement to lendersinvestors or potential investors, investment bankerspotential business partners, potential sublicensees and assignees, potential co-developers, manufacturers, marketers, or distributors of products and processes, and similar financial institutions solely for purposes of financing the business operations of such in any prospectus, offering, memorandum, or other document or filing required by applicable securities laws or other applicable law or regulation. (c) Each Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of shall provide the other Party with reasonable advance written notice of any other press release or other public disclosure of this Agreement; provided, that the Parties acknowledge that a Party may be required to make immediate or prompt disclosure of the occurrence of material events concerning the Agreement, such as (iiby way of example only) an action, order, or determination by the FDA or other regulatory agency or authority. A Party may summarize this Agreement, excluding confidential portions in any registration statement, prospectus, or report filed with the Securities and Exchange Commission (“SEC”) or any other securities regulatory agency or authority. If a Party determines that it is required to file a copy of this Agreement or any portion of this Agreement with the SEC or any other securities regulatory agency or authority, the Parties shall confer and determine which portions, if the disclosing any, of this Agreement should be subject to an application requesting confidential treatment, and a Party obtains a signed confidentiality agreement with such financial institution shall file this Agreement or Third Party with respect any relevant portion subject to such informationapplication in accordance with the applicable rules and regulations of the SEC or such other agency or authority; provided, upon terms substantially similar to those contained that any portion of this Agreement that is initially redacted from such filing under such application may be filed in this Section 10its entirety and otherwise disclosed in a registration statement, prospectus, or report if so required by the SEC or other agency or authority.
Appears in 3 contracts
Samples: Cross License Agreement (Biotime Inc), Cross License Agreement (Biotime Inc), Cross License Agreement (Asterias Biotherapeutics, Inc.)
Permitted Disclosures. 7.2.1. Each Party may disclose the Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving other Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
(a) in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws or regulations or for regulatory filings securities regulators, but subject to testSection 7.4 (Public Announcements)); provided that the receiving Party shall, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent permissible under the law, first have given prompt written notice (and Exchange Commissionto the extent possible, at least five Business Days’ notice) to the United States Environmental Protection Agencydisclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the United States Department Confidential Information and documents that are the subject of Energysuch order be held in confidence by such court or governmental body or, if disclosed, be used only for the United States Food and Drug Administrationpurposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the United States disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed and shall to the extent possible require that the information be kept confidential by the recipient;
(b) made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with applicable Law; or
(c) made by or on behalf of the receiving Party to a patent authority as may be necessary or reasonably useful for purposes of preparing, obtaining, defending or enforcing a Patent Right in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available.
7.2.2. Each Party and Trademark Officeits Affiliates (and, in the case of Coya, its Sublicensees) may disclose Confidential Information of the other Party to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to their foreign equivalents), or obligations of confidentiality and non-use with respect to comply with a court or administrative order, such Confidential Information that are no less restrictive than the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7 (Confidentiality) (provided that the Disclosing Party receives prior written notice term of such disclosure and that confidentiality obligations shall be consistent with customary terms for the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent nature of such disclosureThird Party).
7.2.3. In addition, each Each Party may disclose the existence and terms of this Agreement to lendersthe extent that such disclosure is:
(a) made by the receiving Party or its Affiliates to their respective financial and external legal advisors who have a need to know the existence and terms of this Agreement and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, investment bankersin each case, no less restrictive than those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and similar external legal advisors to treat such Confidential Information as required under this Article 7 (Confidentiality); or
(b) made by the receiving Party or its Affiliates to potential or actual investors, acquirers, (sub)licensees, lenders and other financial institutions solely for purposes of financing the business operations of such Party and to Third Parties or commercial partners as may be necessary in connection with a their evaluation of such potential bona fide merger or acquisition actual investment, acquisition, (sub)license, debt transaction either (i) upon the written consent or collaboration; provided that such Persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms substantially similar Confidential Information that are no less restrictive than the obligations of confidentiality and non-use of the receiving Party pursuant to those contained in this Section 10Article 7 (Confidentiality).
Appears in 3 contracts
Samples: License Agreement (Coya Therapeutics, Inc.), License Agreement (Coya Therapeutics, Inc.), Licensing Agreement
Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above:
(i) the Recipient may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its AffiliatesProvider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof;
(ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent reasonably required such Representative: (A) needs to accomplish know such Confidential Information for the purposes purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; and (B) has been informed of the obligations set forth in this Agreement and only if such employees, agents, consultants has agreed to abide and actual or potential bona fide Sublicensees to whom disclosure is to be made are bound by the provisions hereof; and
(iii) subject to section 5(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process.
(b) If the Provider delivers to the Recipient a written obligation notice stating that certain Confidential Information of the Provider may be disclosed only to hold specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in confidence and section 5(a)(ii) above, the Recipient shall not make use thereafter disclose or permit the disclosure of any of such information for Confidential Information to any purpose other than those permitted Representative of the Recipient.
(c) If the Recipient or any of the Recipient’s Representatives is required by this Agreementapplicable law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process so that the Provider may seek a protective order or other appropriate remedy. Each Party The Recipient and its Representatives will use at least reasonable efforts to cooperate with the same standard Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of care as it uses the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to protect proprietary or confidential information of the extent legally required; provided, however, that the Recipient and its own Representatives will use their reasonable efforts to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only is treated confidentially by each Person to the extent that, such information whom it is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10disclosed.
Appears in 3 contracts
Samples: Confidentiality Agreement (Biosite Inc), Confidentiality Agreement (Biosite Inc), Confidentiality Agreement (Beckman Coulter Inc)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employeesthe extent that such disclosure is:
10.2.1 made in response to a valid order of a court of competent jurisdiction or other competent authority; provided, agentshowever, consultants and actual or bona fide potential Sublicensees of that the Receiving Party or its Affiliatesshall, but only where practical and permitted, first have given notice to the extent reasonably required Disclosing Party and given the Disclosing Party a reasonable opportunity to accomplish quash any such order or obtain a protective order requiring that the purposes Confidential Information and documents that are the subject of this Agreement such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued and, where permitted, have the commercial terms redacted; and only provided further that if such employeesorder is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information that is legally required to be disclosed in response to comply such court or governmental order;
10.2.2 made by the Receiving Party to a Health Authority as may be necessary in connection with applicable laws any filing, application or regulations request for or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to ensure confidential treatment of such information, to the extent such protection is available;
10.2.3 made by the Receiving Party to a patent authority as may be necessary or reasonably useful for regulatory filings purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 15); provided, however, that reasonable measures shall be taken to testassure confidential treatment of such information, register to the extent such protection is available;
10.2.4 otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and sell Syngenta Products permitted, with reasonable advance notice of and Diversa Products an opportunity to comment on any such required disclosure, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any other products sold such disclosure or licensed, or developed request for sale or license, confidential treatment; or
10.2.5 made by Diversa Flexion or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties as may be necessary in connection with a potential bona fide merger the Development, Exploitation or acquisition transaction either (i) upon the written consent Manufacture of the other Party Compound or (ii) if the disclosing Party obtains a signed Licensed Products as contemplated by this Agreement, including permitted subcontracting or sublicensing transactions in connection therewith provided all such disclosures are subject to obligations of confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained the terms set out in this Section Article 10.; or
Appears in 3 contracts
Samples: Out Licence Agreement, Out Licence Agreement (Flexion Therapeutics Inc), Out Licence Agreement (Flexion Therapeutics Inc)
Permitted Disclosures. Each Party (or the Party specifically named therein) may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1. in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws securities regulators, securities exchanges or regulations or for regulatory filings securities listing organizations but subject to testSection 7.4; provided, register however, that the receiving Party shall first have given prompt written notice (and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent possible, at least *** Business Days notice) to the disclosing Party and Exchange Commissiongiven the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the United States Environmental Protection AgencyConfidential Information and documents that are the subject of such order he held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Department of Energy, purposes for which the United States Food and Drug Administrationorder was issued). In the event that no protective order or other remedy is obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lendersbe disclosed;
7.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with the Development of a Licensed Compound in the Lead Indication pursuant to the Development Plan and Budget in accordance with the terms of this Agreement; provided, investment bankershowever, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and similar financial institutions solely consistent with Applicable Law;
7.2.3. made by or on behalf of a Party (to the extent consistent with ARTICLE 5) to a patent authority as may be reasonably necessary or useful for purposes of financing obtaining, defending or enforcing a Patent in accordance with the business operations terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to Third Parties treat such Confidential Information as required under this Article 7;
7.2.5. made by the receiving Party or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors as may be necessary in connection with a potential bona fide merger the performance of its obligations or acquisition transaction either (i) upon the written consent exercise of the other Party or (ii) if the disclosing Party obtains a signed its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7; or
7.2.6. made by the receiving Party or its Affiliates to any actual or potential investor or acquiror (whether of such Party or any of its Affiliates or any of their respective assets) as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 7.
Appears in 3 contracts
Samples: Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required that such disclosure is:
4.2.1 Made in response to accomplish a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that the receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply with applicable laws such court or regulations or for regulatory filings to testgovernmental order;
4.2.2 Otherwise required by law, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use in the opinion of Program Technology as provided hereunder (such as disclosure legal counsel to the United States Securities receiving Party as expressed in an opinion letter in form and Exchange Commissionsubstance reasonably satisfactory to the disclosing Party, which shall be provided to the United States Environmental Protection Agencydisclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 4.2.2;
4.2.3 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, the United States Department of Energyapplication or request for Regulatory Approval; provided, the United States Food and Drug Administrationhowever, or the United States Patent and Trademark Office, or that reasonable measures shall be taken to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice assure confidential treatment of such disclosure and that the Receiving Party takes all reasonable and lawful actions information; or,
4.2.4 Made by Licensee or Supplier to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, existing or potential acquirers or merger candidates; existing or potential collaborators; investment bankers; existing or potential investors, and similar venture capital firms or other financial institutions solely or investors for purposes of financing the business operations obtaining financing; each of such Party whom prior to disclosure must be bound by obligations of confidentiality and to Third Parties non-use at least equivalent in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar scope to those contained set forth in this Section 10Article IV.
Appears in 3 contracts
Samples: Exclusive License and Distribution Agreement, Exclusive License and Distribution Agreement (MITU Resources Inc.), Exclusive License and Distribution Agreement (MITU Resources Inc.)
Permitted Disclosures. Notwithstanding anything to the contrary, Seller may disclose such Confidential Information may be disclosed to employees, agents, consultants and actual that it deems necessary or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed desirable to comply with applicable laws any disclosure or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to reporting obligations set forth in the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure[***] Merger Agreement. In addition, each Party may disclose Confidential Information to the terms extent that such disclosure is:
7.2.2.1 made by or on behalf of this Agreement the receiving Party to lendersthe Governmental Entities as required in connection with any filing, investment bankersapplication or request for Marketing Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and similar financial institutions solely consistent with applicable Law;
7.2.2.2 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s outside legal counsel, such disclosure is otherwise required by applicable law (including, for clarity, any disclosure required by applicable law on xxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators, in which case, Section 7.2.4 shall also apply to such disclosure); provided, however, that to the extent practicable and not otherwise prohibited by applicable Law, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
7.2.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of financing the business operations obtaining or enforcing a Patent Right; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
7.2.2.4 made by the receiving Party and to its or their attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, or acquirers or other Third Parties Parties, as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Compounds, the Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 107.2.2 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the date of disclosure).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kronos Bio, Inc.), Asset Purchase Agreement (Kronos Bio, Inc.)
Permitted Disclosures. 18.2.1 The provisions of this Clause 18 shall not apply to Confidential Information may be disclosed which:
(a) at the date of this Agreement is or any time thereafter becomes publicly known or available to employees, agents, consultants and actual the public other than through the act or bona fide potential Sublicensees omission of the Receiving Party in breach of this Agreement;
(b) is acquired independently by the Receiving Party from a third party that, to the knowledge of the Receiving Party, has the right to disclose such information at the time it is acquired by the Receiving Party (without any obligations of confidentiality);
(c) is developed independently by the Receiving Party without reliance on the Confidential Information disclosed by the Disclosing Party and such fact can be reasonably demonstrated by the Receiving Party;
(d) is required to be disclosed to any arbitrator or its Expert appointed in accordance with Clause 19; or
(e) is required to be disclosed:
(i) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body;
(ii) in order to comply with the requirements of any Applicable Law; or
(iii) by the rules of any relevant stock exchange, the U.S. Securities Exchange Commission, listing authority or any regulatory supervisory body with which the Receiving Party is bound to comply,
18.2.2 Notwithstanding Clause 18.1.2, Confidential Information may, without the Disclosing Party's prior consent, be disclosed by the Receiving Party to the following permitted recipients (“Permitted Recipients”):
(a) the Receiving Party's Affiliates, but only and its and their directors, officers and employees who have a specific need to know such Confidential Information in order to perform the obligations set forth under this Agreement or to carry out management oversight and corporate governance obligations in relation to the Receiving Party, provided that:
(i) the Receiving Party shall inform such individuals of the confidential nature of the Confidential Information; and
(ii) the Receiving Party's Affiliates, and they and their directors, officers or employees (as applicable), undertake to maintain the confidentiality of such Confidential Information;
(b) advisors and consultants, including counsel, accountants and other agents, of the Receiving Party and the Receiving Party's Affiliates who have a specific need to know such Confidential Information in order to:
(i) assist the Receiving Party to perform the obligations set forth under this Agreement; or
(ii) advise management in relation to oversight and corporate governance obligations in relation to the Receiving Party, or otherwise to advise on the rights and obligations of the Receiving Party under this Agreement,
(c) third parties on an aggregated basis to the extent such information is delivered to any such third party for the sole purpose of calculating a published index;
(d) any bona fide intended assignees of the Receiving Party's interests under this Agreement, provided that:
(i) such intended assignee has entered into a written confidentiality agreement with the Receiving Party on terms substantially equivalent to those set out in this Clause 18, or otherwise reasonably required acceptable to accomplish the purposes Disclosing Party;
(ii) a copy of that confidentiality agreement has been provided to the Disclosing Party; and
(iii) such confidentiality agreement expressly states that the Disclosing Party is an intended third party beneficiary of such agreement with respect to disclosure of Confidential Information, capable of independently enforcing the provisions therein protecting disclosure of such Confidential Information;
(e) prospective LNG suppliers for the Terminal and potential equity and debt investors in the Terminal, subject to a written confidentiality agreement on terms substantially equivalent to those set out in this Clause 18, or otherwise reasonably acceptable to the Disclosing Party;
(f) banks or other credit institutions that are providing or intend to provide financing to either of the Parties or their Affiliates in connection with the Terminal or the FSRU, and advisors of such banks or other credit institutions; and
(g) competent federal ministries (in particular the Federal Chancellery, the Federal Ministry of Economics and Climate Action and the Federal Ministry of Finance) and their subordinate authorities as well as to parliamentary supervisory bodies or supervisory bodies established by federal law (e.g., the Federal Audit Office).
18.2.3 The Receiving Party shall be responsible for ensuring that all of its Permitted Recipients to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential in accordance with the terms of this Agreement and only if shall not disclose, divulge or use such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold Confidential Information in confidence and not make use violation of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted liable to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms any breach of this Agreement by the Permitted Recipients of the Receiving Party.
18.2.4 The Disclosing Party warrants that it has the right and authority to lendersdisclose the Confidential Information to the Receiving Party. The Disclosing Party, investment bankershowever, makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed. The Receiving Party acknowledges that it shall be responsible for the verification of the completeness and/or accuracy of the Confidential Information to its own satisfaction. The Disclosing Party, its Affiliates, and similar financial institutions solely for purposes of financing the business operations of such Party their officers, directors and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party employees shall have no liability whatsoever with respect to such information, the use of or reliance upon terms substantially similar to those contained in this Section 10the Confidential Information by the Receiving Party.
Appears in 2 contracts
Samples: Terminal Use Agreement, Terminal Use Agreement
Permitted Disclosures.
4.1 The Receiving Party may disclose Confidential Information:
(a) to its Representatives that need to know the Confidential Information for the Purposes and subject to section 8.2 of this Contract, to the Commission in connection with the Complaint;
(b) to anyone the Disclosing Party has agreed in writing may receive the Confidential Information;
(c) in the case of NorthPoint, to a person entitled to such information pursuant to The Freedom of Information and Protection of Privacy Act (Saskatchewan), provided that NorthPoint gives written notice to the Disclosing Party prior to such disclosure and an opportunity, at the Disclosing Party’s expense, to take legal steps to resist or narrow such request;
(d) in the case of Manitoba Hydro, to a person entitled to such information pursuant to The Freedom of Information and Protection of Privacy Act (Manitoba), provided that Manitoba Hydro gives written notice to the Disclosing Party prior to such disclosure and an opportunity, at the Disclosing Party’s expense, to take legal steps to resist or narrow such request;
(e) required by any applicable laws to be disclosed disclosed, provided that: (i) prior to employeessuch disclosure, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only gives notice to the extent reasonably Disclosing Party with the full particulars of the proposed disclosure; (ii) the Receiving Party only discloses such Confidential Information as it is advised by legal counsel is legally required to accomplish be disclosed; and (iii) the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees Receiving Party takes reasonable steps to whom disclosure is obtain assurances that confidential treatment will be afforded to be made are subject to a written obligation the Confidential Information disclosed.
4.2 The Receiving Party shall cause each Representative to hold in confidence and not make use Confidential Information under the same, or substantially similar, obligations of such information for any purpose other than those permitted confidentiality imposed by this AgreementContract. Each The Receiving Party agrees and represents that it has adopted reasonable policies and procedures to protect its own confidential and proprietary information from disclosure, and Receiving Party will use protect any Confidential Information disclosed to it by the Disclosing Party with at least the same standard degree of care as it uses to protect its own confidential and proprietary or confidential information of its own a similar type, which degree of care shall in no event fail to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Informationmeet industry standards. The Receiving Party shall be permitted maintain a complete and accurate list of each individual that is granted to disclose Confidential Information in the event that, and only access to the extent thatConfidential Information, the reason such information is access was required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure it relates to the United States Securities and Exchange CommissionPurpose. Within 5 business days of receipt of a written request from the Disclosing Party, the United States Environmental Protection Agency, Receiving Party shall provide this list to the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or Disclosing Party.
4.3 The Receiving Party shall be liable to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that if the Disclosing Party’s Confidential Information is dealt with by the Receiving Party’s Representatives or any other person receiving Confidential Information from the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize in a manner that is not in accordance with the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) obligations imposed upon the written consent of the other Receiving Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in under this Section 10Contract.
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Permitted Disclosures. Confidential Information may be disclosed Notwithstanding any other provision to employeesthe contrary set forth in this Agreement, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information shall not be prohibited if such disclosure: (a) is in response to a valid request or order of a court or other Governmental Authority, but including the rules and regulations promulgated by the Securities and Exchange Commission (or similar foreign authority) or any other Governmental Authority; (b) is otherwise required by applicable Law or rules of a nationally or internationally recognized securities exchange or Nasdaq; (c) is made: (i) [***]; or (d) is made to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement, provided that such disclosure under this subsection (d) may be made only to the extent reasonably required necessary to accomplish seek or obtain such Patent Rights or Regulatory Approvals, and the purposes of this Agreement and only if such employees, agents, consultants and actual Recipient (or potential bona fide Sublicensees its applicable Affiliate(s)) shall use reasonable efforts to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use obtain confidential treatment of such information for any purpose other than those permitted by this Agreementinformation. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted If a Recipient is required to disclose Confidential Information in pursuant to Section 11.03(a) (Permitted Disclosures) or Section 11.03(b) (Permitted Disclosures), then prior to any such disclosure, the event thatRecipient shall, and only to the extent thatlegally permitted and practicable, such information is required to be disclosed to comply provide the disclosing Party with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions in order to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if permit the disclosing Party obtains to seek a signed confidentiality agreement with protective order or other confidential treatment of such financial institution or Third Party with respect disclosing Party’s Confidential Information, and in the event of the disclosing Party’s failure to obtain such informationprotective order, upon terms substantially similar the Recipient shall only disclose that information which is legally required to those contained in this Section 10be disclosed.
Appears in 2 contracts
Samples: License Agreement (Sol-Gel Technologies Ltd.), License Agreement (Sol-Gel Technologies Ltd.)
Permitted Disclosures. The Disclosing Party shall require each of its contractors (including Subcontractors) and agents providing Services hereunder or otherwise having access, in whatever form or function, to the Disclosing Party’s Confidential Information may Information, to execute, prior to any such activity or access, a confidentiality agreement, the terms of which shall be disclosed no less stringent than the confidentiality requirements to employees, agents, consultants and actual or bona fide potential Sublicensees of which the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of is bound under this Agreement and only if under which such employees, agents, consultants contractors (including Subcontractors) and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses agents agree to protect proprietary or and maintain as confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use all of the Disclosing Party’s Confidential InformationInformation (including, without limitation, following any termination of the Disclosing Party’s relationship with any such contractor (including Subcontractors) and/or agents). The Receiving Party shall be permitted may disclose the Disclosing Party’s Confidential Information only to disclose those of its Personnel who have a need to know the Disclosing Party’s Confidential Information in order to perform their duties and/or exercise their rights under this Agreement, as determined by an appropriate official of the event thatDisclosing Party, and only to the extent thatminimally necessary. Regardless of the form of any agreement executed with Receiving Party’s contractors (including Subcontractors) and agents, such information is required to be disclosed to comply with applicable laws ACS shall retain liability for all breaches of this Agreement and for the acts or regulations omissions of its Personnel, including the unauthorized use or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or licensedisclosure of the Disclosing Party’s Confidential Information, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange CommissionPersonnel. Notwithstanding any contrary terms that may be contained herein, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable shall have the right to disclose the Disclosing Party’s Confidential Information to the Receiving Party’s accountants, attorneys, financial advisors, banks and lawful actions other financing sources and other similar advisors who have a need to obtain confidential treatment for know such disclosure andConfidential Information, if possible, and Symetra shall have the right to minimize disclose ACS’ Confidential Information to a Replacement Provider to the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10strictly necessary.
Appears in 2 contracts
Samples: Master Services Agreement (Symetra Financial CORP), Master Services Agreement (Symetra Financial CORP)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
11.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 11.4); provided, that the receiving Party shall, unless otherwise prohibited, first have given advanced written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and (other than with regard to disclosures to securities regulators or to comply with applicable laws securities law, which disclosures are covered in Section 11.4) give the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no such protective order or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administrationremedy is obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to lendersbe disclosed;
11.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities in connection with any filing, investment bankersapplication or request for Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and similar financial institutions solely consistent with Applicable Law;
11.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of financing preparing, obtaining, defending or enforcing a Patent in accordance with the business operations terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Party Confidential Information, to the extent such protection is available;
11.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to Third Parties know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such informationeach case, upon terms substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10.Article 11;
Appears in 2 contracts
Samples: Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 1 above:
(i) the Recipient may disclose Confidential Information if and to the extent that the Company consents in writing to the Recipient’s disclosure thereof;
(ii) subject to section 4(b) below, the Recipient may be disclosed disclose Confidential Information to employees, agents, consultants and actual or bona fide potential Sublicensees any Representative of the Receiving Party or its AffiliatesRecipient, but only to the extent reasonably required such Representative (A) needs to accomplish know such Confidential Information for the purposes purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Recipient and the Company, and (B) has been provided with a copy of this Agreement letter agreement and only if such employees, agents, consultants has agreed to abide and actual or potential bona fide Sublicensees to whom disclosure is to be made are bound by the provisions hereof; and
(iii) subject to section 4(c) below, the Recipient may disclose Confidential Information to the extent required by applicable law or governmental regulation or by valid legal process.
(b) If the Company delivers to the Recipient a written obligation notice stating that certain Confidential Information may be disclosed only to hold specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in confidence and section 4(a)(ii) above, the Recipient shall not make use disclose or permit the disclosure of any of such information for Confidential Information to any purpose other than those permitted Representative of the Recipient.
(c) If the Recipient or any of the Recipient’s Representatives is required by this Agreementlaw or governmental regulation or by subpoena or other valid legal process to disclose any Confidential Information to any Person, then the Recipient will immediately provide the Company with written notice of the applicable law, regulation or process so that the Company may seek a protective order or other appropriate remedy. Each Party The Recipient and its Representatives will cooperate fully with the Company and the Company’s Representatives in any attempt by the Company to obtain any such protective order or other remedy. If the Company elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information, and if the Recipient furnishes the Company with a written opinion of reputable legal counsel acceptable to the Company confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives will use at least the same standard of care as it uses to protect proprietary or confidential information of its own their best efforts to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only is treated confidentially by each Person to the extent that, such information whom it is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10disclosed.
Appears in 2 contracts
Samples: Confidentiality Agreement (Maxim Integrated Products Inc), Confidentiality Agreement (Volterra Semiconductor Corp)
Permitted Disclosures. The receiving Party may disclose the disclosing Party’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least […***…] ([…***…]) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger the performance of Discovery Activities or acquisition transaction either (i) upon the written consent Exploitation of the other Party Molecules and Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure);
9.3.6 made by Galapagos or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with Galapagos’ activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure); or
9.3.7 made by either Party to Third Parties as necessary and reasonable in connection with the exercise of its rights under the last sentence of Section 107.1.1; provided, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure).
9.3.8 Section 9.3.5 shall apply mutatis mutandis to Galapagos with respect to Confidential Information of AbbVie solely to the extent applicable to a Product being developed and commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as applicable.
Appears in 2 contracts
Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Permitted Disclosures. Confidential Information may be disclosed to employeesto:
(i) An subcontractor or sublicensee, agentsauthorized under this Agreement, consultants and actual entrusted by the receiving party with the evaluation, development, registration, manufacture, use or bona fide potential Sublicensees sale of the Receiving Party Product or its AffiliatesFinished Product;
(ii) Any directors or employees of the party in question; and
(iii) The Regulatory Authorities; to such extent only as is necessary for the purposes contemplated or permitted by this Agreement or as required by law, but and subject in the cases of clauses (i) and (ii) above to the party in question first obtaining a written undertaking from the person to whom the disclosure is made, as nearly as practicable to the terms of this Section, to keep it confidential and to use it only for the purposes for which the disclosure is made. The receiving party will be responsible for any breaches of the obligations of this Agreement by such sub-contractors, sublicensees, directors or employees.
6.3.1 Confidential Information may also be disclosed to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed by the receiving party pursuant to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensedlaw, or developed for sale under a government or licensecourt order; provided, by Diversa however, that (a) in the event that the receiving arty is requested in any judicial or its Affiliates administrative proceeding to disclose any of the information of the disclosing party, then the receiving party will promptly notify the disclosing party of such request so that the disclosing party may resist such disclosure or Sublicensees which incorporate seek an appropriate protective order or are made through use of Program Technology as provided hereunder other remedy; (such as disclosure b) the obligations will continue to the United States Securities fullest extent not in conflict with such law or order; and Exchange Commission(c) if and when a party is required to disclose such information pursuant to any such law or order, such party will use its best efforts to take such actions as will prevent or limit, to the United States Environmental Protection Agencyfullest extent possible, the United States Department of Energy, the United States Food and Drug Administrationpublic access to, or the United States Patent and Trademark Officedisclosure of, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10.
6.3.2 Under no other circumstances can Confidential Information be disclosed.
Appears in 2 contracts
Samples: Development and License Agreement (Ascent Pediatrics Inc), Development and License Agreement (Ascent Pediatrics Inc)
Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:
7.2.1 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.2 made by or on behalf of the receiving Party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the opinion of the receiving Party’s legal counsel and without limiting Section 7.4, such disclosure is otherwise required by Applicable Law (including, for clarity, any disclosure required by Applicable Law on xxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators); provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of any such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to any such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
7.2.3 made by or on behalf of the receiving Party to a patent authority as may be disclosed reasonably necessary or useful for purposes of obtaining or enforcing a Patent pursuant to employeesthe terms of this Agreement in a manner not inconsistent with Article 6; provided, agentshowever, consultants and actual or bona fide potential Sublicensees that reasonable measures shall be taken to assure confidential treatment of such information, to the Receiving extent such protection is available; or
7.2.4 made by the receiving Party or its Affiliates, but only sublicensees or subcontractors to its or their agents, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, investors, insurers or acquirers in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 7 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure); or
7.2.5 made by or on behalf of the receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, to the extent reasonably required permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to accomplish the purposes of this Agreement other Party an opportunity to review and only if such employeescomment, agentswhich period shall be no less than [***], consultants and actual the receiving Party shall accept any reasonable comments so provided; or potential bona fide Sublicensees to whom disclosure is to be made are subject [***] Confidential treatment requested pursuant to a written obligation to hold in confidence and not make use of such information request for any purpose other than those permitted by this Agreement. Each Party will use at least confidential treatment filed with the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, . Omitted portions have been filed separately with the United States Environmental Protection Agency, the United States Department Commission.
7.2.6 made by or on behalf of Energy, the United States Food Precision to Duke solely as and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose necessary to fulfill Precision’s reporting obligations under the terms of this Duke Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent as of the other Party or (ii) if Effective Date so long as such information is disclosed subject to the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10provisions of the Duke Agreement as of the Effective Date.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Precision Biosciences Inc), Collaboration and License Agreement (Precision Biosciences Inc)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
8.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law; provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [*] Business Days’ notice) to the [ ] = Certain confidential information contained in this document, marked by brackets, is filed with applicable laws the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
8.3.3 made by or licenseon behalf of the receiving Party to a court, governmental agency, national or regional patent office or other appropriate body that has competent jurisdiction, as may be reasonably necessary or useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement, including any Patent filings by Diversa AbbVie or Licensor; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;
8.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Compound, the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of Program Technology as provided hereunder (such as disclosure the receiving Party pursuant to this ARTICLE 8;
8.3.6 made by Licensor or its Affiliates during the Research Period to the United States Securities and Exchange Commission, Subcontractors listed on Schedule 3.4 or any subsequent subcontractors approved by AbbVie as may be necessary or useful in connection with Licensors performance of its obligations under the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, Research Plan; or
8.3.7 made by either Party to potential or the United States Patent and Trademark Office, actual acquirers or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lendersassignees, investment bankers, investors and similar financial institutions solely for purposes lenders; provided, that such Information disclosed shall be limited to the terms and conditions of financing the business operations this Agreement and such Persons shall be subject to obligations of such Party confidentiality and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party non-use with respect to such information, upon terms Confidential Information substantially similar to those the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8 (other than with respect to the time period of such obligations of confidentiality and non-use that would apply to potential or actual investment bankers, investors or lenders (which shall however be for a period of at least [*])). [ ] = Certain confidential information contained in this Section 10document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Appears in 2 contracts
Samples: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees Each of the Receiving Party or its Affiliatesfollowing reasons shall be deemed to be a "Permitted Disclosure" and collectively, but only the "Permitted Disclosures", subject to the extent reasonably terms and conditions applicable to any such Permitted Disclosure as set forth below or as otherwise expressly set forth in this Section 6.9:
(i) making any filing with a Governmental Authority that is required to accomplish in connection with the purposes consummation of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are the transactions contemplated hereby;
(ii) subject to obtaining reasonable assurances of confidentiality, obtaining any Consent from a written obligation third party to hold in confidence and not make use of such information for transfer any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary Purchased Contract or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative orderTransferable Permit, provided that the Disclosing Party receives prior party seeking Consent shall only disclose the identity of the other parties and the general nature of the transaction to such third party;
(iii) defending or prosecuting any litigation, Proceeding or dispute;
(iv) as otherwise required by Law or administrative process; provided that in the event of (iii) or (iv) above, (A) the scope of the information to be disclosed shall be solely that which is reasonably necessary for the respective purpose stated above, (B) the receiving parties shall provide written notice to the disclosing parties as to the need for such disclosure and such scope, as soon as the receiving parties first becomes aware of such, in order to give the disclosing parties the opportunity to appear and object, if it so chooses and (C) the court may review such information under seal, upon the disclosing parties making a motion for such, to which the receiving parties shall make no objection;
(v) disclosing to any and all Persons, without limitation of any kind, the U.S. federal and state tax treatment and tax structure (tax structure shall mean any fact that may be relevant to understanding the U.S. federal or state tax treatment of the transaction) contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the party making the disclosure relating to such tax treatment and tax structure except to the extent maintaining confidentiality of such information is necessary to comply with any federal or state securities laws;
(vi) making any public announcement or disclosure required by the rules of any stock exchange, the Panel on Takeovers and Mergers, the UKLA or any other Law or Judgment (in which case the party required to make the disclosure shall promptly notify the other parties and give such parties a reasonable opportunity to oppose such disclosure or request confidential treatment of such disclosure if available);
(vii) subject to reasonable assurances of confidentiality, disclosing this Agreement or any of the Related Agreements or their contents or the transactions contemplated hereby or thereby to Representatives of the parties and that their Affiliates with a bona fide need to know such information;
(viii) disclosing this Agreement or any of the Receiving Party takes all reasonable and lawful actions Related Agreements or their contents or the transactions contemplated hereby or thereby (A) subject to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing a confidentiality agreement protecting the business operations confidentiality of such Party information, to current or potential lenders to, investors in and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent purchasers of the other Party parties or their Affiliates (iior any portion thereof) if so long as (1) the disclosing Party obtains a signed confidentiality due diligence investigation by the lender, investor or purchaser, as applicable, of such party and its Affiliates is substantially complete, (2) the definitive agreement with such financial institution or Third Party with respect to such informationloan, upon investment or purchase, as applicable, is substantially complete and substantially all of the material terms substantially with respect thereto (including, (x) with respect to a loan, the loan amount and interest rate, (y) with respect to an investment, the amount to be invested and the price per security to be issued, and (z) with respect to a purchase, the purchase price) have been agreed in principle and (3) the board of directors (or the senior management) of such party or its Affiliates (as applicable) and the potential lender, investor or purchaser, as the case may be, have (xx) in the case of a loan from a bank or similar entity that is in the business of lending money, reviewed and approved the commitment letter or term sheet setting forth the material terms of such loan and (yy) in the case of all other transactions contemplated by this clause (3), been apprised of such transaction and have consented to further negotiations subject to final board (or senior management) approval, and (B) without limiting any other Permitted Disclosure, to those contained Persons whose approval, agreement or opinion, as the case may be, is required for consummation of such particular transaction or transactions;
(ix) disclosing information as permitted in accordance with Section 13.8 of this Agreement; or
(x) enforcing the parties' rights hereunder, or under any of the Related Agreements. Additional reasons for disclosure of confidential information of a party may be permitted as expressly set forth in this Section 106.9.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Advanced Fibre Communications Inc), Asset Purchase and Sale Agreement (Marconi Corp PLC)
Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above:
(i) the Recipient may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its AffiliatesProvider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof;
(ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent reasonably required such Representative: (A) needs to accomplish know such Confidential Information for the purposes purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; and (B) has been informed of the obligations set forth in this Agreement and only if such employees, agents, consultants has agreed to abide and actual or potential bona fide Sublicensees to whom disclosure is to be made are bound by the provisions hereof; and
(iii) subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least section 5(c) below, the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to Recipient may disclose Confidential Information in of the event that, and only Provider to the extent thatrequired by applicable law or governmental regulation or by subpoena or other valid legal process.
(b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such information Confidential Information to any other Representative of the Recipient.
(c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process to be disclosed disclose any of the Provider’s Confidential Information to comply any Person, then the Recipient will promptly provide the Provider with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and the applicable law, regulation or process so that the Receiving Party takes all Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate with the Provider and lawful actions the Provider’s Representatives in any attempt by the Provider to obtain confidential treatment for any such disclosure andprotective order or other remedy. If the Provider elects not to seek, if possibleor is unsuccessful in obtaining, to minimize the extent of any such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties protective order or other remedy in connection with a potential bona fide merger or acquisition transaction either (i) upon any requirement that the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10.Recipient disclose
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Permitted Disclosures. Each Party may disclose Confidential Information may to the extent that such disclosure is:
(a) in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to employeesApplicable Law, agentsregulation or a valid order of a court of competent jurisdiction or other supra-national, consultants federal, national, regional, state, provincial and actual local governmental body of competent jurisdiction (including by reason of filing with securities regulators or bona fide potential Sublicensees rules of the Receiving Party or its Affiliatesa securities exchange, but only subject to Section 6.4); provided, that the receiving Party shall first have given prompt written notice (and to the extent reasonably required possible, at least five (5) Business Days’ notice) to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity, if reasonably possible, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or seek confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreementwhich the order was issued). Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in In the event that, and only to the extent that, such information that no protective order or other remedy is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administrationobtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by legal counsel is legally required to lenders, investment bankers, and similar financial institutions solely for purposes be disclosed;
(b) made by or on behalf of financing the business operations of such receiving Party and to Third Parties the Regulatory Authorities as required in connection with any filing, application or request for Marketing Authorization, all in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
(c) made to its or its Affiliates’ financial and legal advisors who have a potential bona fide merger need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or acquisition transaction either under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall be responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article 6;
(id) upon made by the written consent of the other receiving Party or (ii) if the disclosing Party obtains a signed its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6; and
(e) made by the receiving Party to its advisors, consultants, vendors, Third Party Providers or other Third Parties as may be necessary in connection with the performance of its obligations or exercise of its rights as contemplated by this Section 10Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6.
Appears in 2 contracts
Samples: Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc), Master Program Services and Product Co Promotion Agreement (Orasure Technologies Inc)
Permitted Disclosures. (a) The Receiving Party may disclose the Disclosing Party’s Confidential Information may be disclosed (without the Disclosing Party’s prior written permission) if such disclosure is made to the Receiving Party’s Affiliates or any of its or their actual or potential equityholders, members, limited partners, partners, managers, directors, trustees, officers, employees, agents, consultants consultants, tax advisors, bankers, financial advisors, lenders, investors, co-investors, collaborators, purchasers, acquirers, assignees, contractors, licensees, sublicensees, accountants, attorneys or other representatives, in each case, who need to know such Confidential Information and actual who are, prior to receiving such disclosure, bound by written or bona fide potential Sublicensees professional confidentiality and non-use obligations no less stringent than those contained herein. Notwithstanding the foregoing, the Receiving Party shall be responsible for any breach of this Section 4.3(a) by any Person described in this Section 4.3(a) to which it discloses Confidential Information (as if such Person were bound by the terms of this Section 4.3(a)) and shall take all reasonably necessary measures to restrain such Person from unauthorized disclosure or use of the Confidential Information.
(b) The Receiving Party may disclose the Disclosing Party’s Confidential Information (without the Disclosing Party’s prior written permission) to any Person to the extent such disclosure is necessary (i) for regulatory, tax or customs purposes, (ii) to prosecute or defend litigation or (iii) to comply with Applicable Law (including the Securities Act and the Exchange Act), applicable stock exchange requirements or an order or subpoena from a court of competent jurisdiction or other Governmental Authority; provided, however, that the Receiving Party, to the extent it may legally do so, shall give reasonable advance notice to the Disclosing Party of such disclosure and, at the Disclosing Party’s reasonable request and expense, the Receiving Party shall use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). Notwithstanding the foregoing or anything to the contrary in this Agreement, the Receiving Party and its Affiliates may, without notice to any Disclosing Party, disclose Confidential Information to any Governmental Authority having jurisdiction over the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10routine regulatory examinations.
Appears in 2 contracts
Samples: Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.), Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.)
Permitted Disclosures. Each Party may disclose Confidential Information may to the extent that such disclosure is:
6.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that, to the extent practicable under the circumstances, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to employees, agents, consultants and actual such court or bona fide potential Sublicensees governmental order;
6.2.2. made by or on behalf of the Receiving receiving Party in connection with prosecuting or defending litigation; provided, however, that, to the extent practicable under the circumstances, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to obtain a protective order requiring that the Confidential Information and documents that are the subject of such litigation be held in confidence by the Persons prosecuting or defending such litigation or, if disclosed, be used only for the purposes in connection with such litigation;
6.2.3. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval made consistent with the terms and conditions of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
6.2.4. made by or on behalf of the receiving Party to a patent authority as required for purposes of obtaining or enforcing a Patent as permitted by this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
6.2.5. made by the receiving Party to its Affiliates or potential future or actual sublicensees (including Sublicensees) or distributors, or by the receiving Party or its Affiliates, but only sublicensees (including Sublicensees) or distributors to Third Parties, in each case, as may be necessary or useful in connection with the extent reasonably required to accomplish the purposes Exploitation of this Agreement and only if such employees, agents, consultants and actual any Licensed Compound or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted Licensed Product as contemplated by this Agreement. Each Party will use at least , in the same standard case of care as it uses to protect proprietary Licensee, or confidential information the Exploitation of the AstraZeneca Product, in the case of MedImmune or its own to ensure Affiliate, including subcontracting or sublicensing transactions in connection therewith; provided, however, that such employees, agents, consultants disclosures are made under obligations of confidentiality and Sublicensees do not disclose or make any unauthorized non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure); *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
6.2.6. made by or on behalf of the receiving Party to [***], consultants of such receiving Party, or other Third Party service providers performing activities on behalf of such receiving Party hereunder or in connection herewith; provided, however, that (a) such disclosure shall be limited to only that Confidential Information. The Receiving Information required to enable such Third Party to perform the applicable activities and (b) such Third Party shall be permitted subject to disclose obligations of confidentiality and non-use with respect to such Confidential Information in the event that, and only substantially similar to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register obligations of confidentiality and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through non-use of Program Technology as provided hereunder the receiving Party pursuant to this Article 6 (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative orderduration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure); provided, provided further, that the Disclosing if either Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions seeks to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders[***] or other consultants or Third Party service providers, the Party seeking to disclose this Agreement must obtain the other Party’s prior written consent before disclosing this Agreement (such consent not to be unreasonably withheld, delayed or conditioned); or
6.2.7. made by or on behalf of the receiving Party to potential or actual investors, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties lenders or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, loan, financing or acquisition; provided, however, that such persons shall be subject to reasonable obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6, with a potential bona fide merger or acquisition transaction either duration of confidentiality and non-use obligations that is no less than five (i5) years from the date of disclosure; provided, further, that: (a) upon the written request of either Party, the Parties shall, within [***] of such request, mutually agree in good faith on a redacted version of this Agreement that may be provided by a Party to a bona fide potential investor, acquirer or divestment partner, such agreement not to be unreasonably withheld, delayed or conditioned, and such redactions not to be so extensive that they do not permit a potential investor, acquirer or divestment partner to gain a reasonable understanding of the relationship established by this Agreement or to conduct reasonable due diligence regarding this Agreement (such redacted version, the “Redacted Agreement”), and such Party shall have the right to provide any such bona fide potential investor, acquirer or divestment partner with the Redacted Agreement or a summary thereof; and (b) if a Party seeks to disclose any terms of this Agreement that were redacted from the Redacted Agreement to potential investors, acquirers or divestment partners, the Party seeking to disclose such terms must obtain the other Party’s prior written consent before disclosing such terms (such consent not to be unreasonably withheld, delayed or conditioned). In no event shall the Party seeking to disclose Confidential Information of the other Party or the terms of this Agreement to a potential investor, acquirer or divestment partner be required to disclose the identity of such potential investor, acquirer or divestment partner to the other Party. Notwithstanding the foregoing, Licensee shall not, without MedImmune’s prior written consent, which may be withheld in MedImmune’s sole discretion, disclose any AstraZeneca Product Know-How (iiother than AstraZeneca Product Know-How that is or becomes part of the public domain by public use, public general knowledge or the like through no breach of this Agreement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by Licensee or any of its Affiliates or its or their Sublicensees) if or any other Confidential Information specifically relating to the disclosing Party obtains a signed confidentiality agreement with such financial institution AstraZeneca Product, any AstraZeneca Product Improvement or Third Party AstraZeneca Product Patents, except in each case to the extent provided in Section 6.2.1 or, with respect to such informationactual Sublicensees but not with respect to potential future sublicensees, upon terms substantially similar to those contained in this Section 106.2.5.
Appears in 2 contracts
Samples: License Agreement (PhaseBio Pharmaceuticals Inc), License Agreement (PhaseBio Pharmaceuticals Inc)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted entitled to disclose Confidential Information in the event that, and only to the extent that, such information that it is required to be disclosed to comply with do so by applicable laws law or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use order of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided other public body that has jurisdiction over the Disclosing Party receives prior written notice of such disclosure and that Receiving Party. the Receiving Party takes all reasonable may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know the Confidential Information for the Permitted Purpose, provided that: it informs these Representatives of the confidential nature of the Confidential Information before disclosure and lawful actions obtains from its Representatives enforceable undertakings to obtain keep the Confidential Information confidential treatment for such disclosure and, if possible, to minimize in terms at least as extensive and binding upon the extent of such disclosure. In addition, each Party may disclose Representatives as the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) agreement are upon the written consent parties; and at all times, it is responsible and liable for these Representatives' compliance with the obligations set out in this agreement. Before making a disclosure pursuant to Clause 3.1 (or Clause 3.2 in the case of the Authority), the Receiving Party shall at the earliest opportunity and, to the extent that is legally permitted to do so: notify the Disclosing Party in writing of the proposed disclosure; and ask the court or other public body to treat the Confidential Information as confidential. Where notice of disclosure under 3: is legally permitted, the Receiving Party shall take into account the reasonable requests of the Disclosing Party in relation to the proposed disclosure; or is prohibited, the Receiving Party shall notify the Disclosing Party of the disclosure as soon as possible following the disclosure when it is legally able to do so. The Organisation acknowledges and agrees that: the Authority may be subject to the requirements of the Freedom of Information Xxx 0000 (iiFOIA) if and the disclosing Party obtains a signed confidentiality agreement Environmental Information Regulations 2006 and shall assist and cooperate with such financial institution or Third Party the Authority to enable the Authority to comply with respect to such information, upon terms substantially similar to those contained any Information disclosure obligations; the Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Section 10Agreement or any other agreement whether any Confidential Information or any other information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations; in no event shall the Organisation respond directly to a Request for Information unless expressly authorised to do so by the Authority; The Organisation acknowledges that the Authority may, acting in accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Xxx 0000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose the Confidential Information in certain circumstances without consulting the Organisation; or following consultation with the Organisation and having taken its views into account; provided always that where this Clause 4.1.4 (Authority rights and obligations) applies the Authority shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Organisation advance notice, or failing that, to draw the disclosure to the Organisation's attention after any such disclosure; and the Authority may disclose any of the Confidential Information to another Government Body provided that the Authority informs the recipient Government Body of the confidential nature of the Confidential Information.
Appears in 2 contracts
Samples: Non Disclosure Agreement (Mutual), Non Disclosure Agreement (Mutual)
Permitted Disclosures. The Receiving Party may disclose Confidential Proprietary Information may be disclosed belonging to employees, agents, consultants the Disclosing Party as expressly permitted by this Agreement or if and actual to the extent such disclosure is reasonably necessary in the following instances:
(a) made by or bona fide potential Sublicensees on behalf of the Receiving Party to a Patent authority as may be reasonably necessary or its Affiliates, but only to the extent reasonably required to accomplish the useful for purposes of this Agreement Prosecution and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use Maintenance of such information for any purpose other than those Patents as permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure ; provided, that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving neither Party shall be permitted to disclose Confidential Information in file a patent application that discloses TGTX Technology (for disclosures by Precision) or Precision Technology (for disclosures by TGTX) without the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed);
(iib) made by or on behalf of the Receiving Party to Regulatory Authorities as necessary or reasonably useful in connection with any Regulatory Filings for a product that such Party has a license or right to develop in a given country or jurisdiction;
(c) made by or on behalf of the Receiving Party as may be necessary or reasonably useful for prosecuting or defending litigation as permitted by this Agreement;
(d) made by or on behalf of the Receiving Party for the purpose of complying with a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or, if in the opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law;
(e) made by or on behalf of the Receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, to the extent permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to the other Party an opportunity to review and comment, which period shall be no less than [***] (provided that if the disclosing applicable disclosure is required to be made within fewer than [***], then the receiving Party obtains shall afford to the other Party a signed confidentiality agreement reasonable opportunity to review and comment consistent with such disclosure requirement), and the Receiving Party shall accept any reasonable comments so provided;
(f) made by or on behalf of Precision to Duke solely as and to the extent necessary to fulfill Precision’s reporting obligations under the Duke Agreement as of the Effective Date so long as such information is disclosed subject to the confidentiality provisions of the Duke Agreement as of the Effective Date;
(g) made by or on behalf of the Receiving Party in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, Appendices, ancillary agreements, and amendments hereto);
(h) made by the Receiving Party to its and its Affiliates’ Representatives, subcontractors, and to Sublicensees (in the case of TGTX) or licensees (in the case of Precision), in each case on a need-to-know basis (as reasonably determined by the Receiving Party) in connection with the Exploitation of the Licensed Product in the Territory, in each case under written obligations of confidentiality and non-use substantially consistent with those herein; and
(i) made by the Receiving Party to potential and actual investors, acquirers, licensees and other financial institution or Third Party commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case so long as such recipients are bound by confidentiality and non-use obligations at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such informationdisclosure is under an obligation of confidentiality that is consistent with market terms, upon terms substantially similar to those contained in this Section 10including a shorter period of time during which such information must be held confidential. [***].
Appears in 2 contracts
Samples: License Agreement (Precision Biosciences Inc), License Agreement (Tg Therapeutics, Inc.)
Permitted Disclosures. Confidential Information 9.2.1. Either Party may be disclosed disclose to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliatesinvestors, but only lenders and acquirors, and to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, Party’s consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissionadvisors, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food existence and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties extent necessary in connection with a potential bona fide merger proposed equity or debt financing of such Party, or a proposed acquisition transaction either or business combination, and Lexicon may make such disclosures as are necessary for Lexicon to comply with its reporting obligations under the T1DM Funding Agreements, in each case, so long as such recipients are bound in writing to maintain the confidentiality of such information to the extent the Party making such disclosure remains subject to a confidentiality obligation as to such information under this Agreement.
9.2.2. Each Party may disclose Confidential Information to the extent that such disclosure is made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or if such disclosure is otherwise required by law, including in order to comply with applicable securities laws or regulations or the rules or regulations of any stock exchange on which securities of the Party making such disclosure are traded; provided, however, that the receiving Party shall, if practicable, first have notified the disclosing Party of such requirement so that the disclosing Party may seek to quash such order or to obtain a protective order for confidential treatment with respect to such disclosure; provided, further, that the Confidential Information disclosed in response to such court or governmental order or other legal requirement shall be limited to that information which is legally required to be disclosed in response to such court or governmental order.
9.2.3. Either Party may disclose Confidential Information to the extent such disclosure if (i) upon reasonably necessary for the written consent of the other Party filing or prosecuting Patents as contemplated by ARTICLE 8; or (ii) if is reasonably necessary in connection with regulatory filings for the disclosing Party obtains a signed confidentiality agreement Licensed Products in the Field consistent with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10Agreement.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.), Collaboration and License Agreement (Lexicon Pharmaceuticals, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
11.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information receiving Party’s (or in the event thatLicensor is the receiving Party, and only to the extent thatreasonable opinion of F-star GmbH’s or F-star Ltd’s) legal counsel, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 11.4)); provided, that the receiving Party (or regulations in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall first have given prompt written notice (and to the extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for regulatory filings example, quash such order or to testobtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, register and sell Syngenta Products and Diversa Products and any if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other products sold or licensedremedy is obtained, or developed for sale the disclosing Party waives compliance with the terms of this Agreement, the receiving Party (or licensein the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
11.2.2 made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by Diversa or on behalf of F-star GmbH or F-star Ltd) or their licensees or sub-licensees to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
11.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
11.2.4 made to its or its Affiliates’, (or if to Licensor, to F-star GmbH’s or F-star Ltd’s) financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 11;
11.2.5 made by the receiving Party or its Affiliates (or in the event Licensor is the receiving Party, by F-star GmbH or F-star Ltd or their respective Affiliates) to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or actual investment in or acquisition of the receiving Party or its Affiliates (or in the event Licensor is the receiving Party, of F-star GmbH or F-star Ltd or their respective Affiliates); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11;
11.2.6 made by Denali or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger the Exploitation of any mAb2, the Licensed Products, or acquisition transaction either (i) upon otherwise in connection with the written consent performance of the other Party its obligations or (ii) if the disclosing Party obtains a signed exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
11.2.7 made by Licensor, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be necessary in assisting with Licensor’s, F-star GmbH’s or F-star Ltd’s activities contemplated by this Agreement (including in relation to the exercise of the rights granted by Denali in Section 108.3 or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Denali substantially similar to the obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the like).
Appears in 2 contracts
Samples: License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. Receiving Party may disclose disclosing Party’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5)); provided, however, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least […***…] ([…***…]) Business Days notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by Xxxxxx or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Compound, the Licensed Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
9.3.6 made by Galapagos or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Galapagos’ activities contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Xxxxxx substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure).
9.3.7 Section 109.3.5 shall apply mutatis mutandis to Galapagos with respect to Confidential Information of Xxxxxx solely to the extent applicable to a Licensed Product being developed and commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as applicable.
Appears in 2 contracts
Samples: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Permitted Disclosures. The Receiving Party may disclose Confidential Information may be disclosed belonging to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Disclosing Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, (and only to the extent thatextent) such disclosure is reasonably necessary in the following instances: (i) subject to the proviso below, such information is required to be disclosed by either Party hereto, in order to comply with applicable laws non-patent Applicable Law (including any securities Applicable Law or regulations the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if based on the reasonable advice of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) subject to the proviso below, by either Party hereto, in connection with prosecuting or for regulatory filings defending litigation; and (iii) subject to testthe proviso below, register and sell Syngenta Products and Diversa Products and any other products sold or licensedby Dicerna, its Sublicensees, or developed for sale their sublicensees in connection with any legal or licenseregulatory requirements related to the Development, by Diversa Manufacture or its Affiliates Commercialization of Product that use or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (employ Licensed Intellectual Property, such as disclosure labeling requirements, disclosures in connection with obtaining Regulatory Approvals, and the like, so long as the Development, Manufacture or Commercialization of Product has been and is performed in a manner that complies with the terms and conditions of Dicerna’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the United States Securities and Exchange Commissionconfidentiality of said Confidential Information even when disclosed for legal or regulatory purposes; provided, the United States Environmental Protection Agencyhowever, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or that with respect to their foreign equivalentsclause (i), or to comply with a court or administrative order(ii) and (iii) where legally permissible, provided that (a) the Receiving Party shall notify the Disclosing Party receives of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior written notice of to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, including seeking protective orders or injunctive relief, and that (b) consistent with Applicable Law, the Disclosing Party shall have the right to suggest reasonable changes to the disclosure to protect its interests, and the Receiving Party takes all reasonable and lawful actions shall not unreasonably refuse to obtain confidential treatment for include such disclosure and, if possible, to minimize the extent of such changes in its disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10.
Appears in 2 contracts
Samples: License Agreement (TEKMIRA PHARMACEUTICALS Corp), License Agreement (Dicerna Pharmaceuticals Inc)
Permitted Disclosures. 8.2.1. Each Party hereto may disclose the other’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required to accomplish make any such disclosure of another Party’s Confidential Information, it will give reasonable advance notice to the purposes latter Party of such disclosure and, will use its commercially reasonable best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). In no event shall Novartis, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Novartis Confidential Information in any patent application without written consent from Novartis, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8.
8.2.2. Notwithstanding anything in this Agreement or in any other agreement to the contrary, each Party to this Agreement (and each employee, representative, or other agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be executed in connection herewith, as of the earlier of (a) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such disclosure shall be prohibited to the extent required to comply with any applicable federal or state securities laws; and provided further that the confidentiality provisions of this Agreement and only if such employeesthe other agreements and instruments relating to the transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, agentswithout limitation, consultants the names and actual or potential bona fide Sublicensees other identifying details of any Party to whom disclosure is this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be made are subject to treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Internal Revenue Code (the “Code”) and shall be construed in a written obligation to hold in confidence and not make use of manner consistent with such information for any purpose other than those permitted by this Agreementpurpose. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided recognizes that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, privilege each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party has with respect to the confidentiality of the transaction contemplated by this Agreement or the confidentiality of a communication relating to such informationtransaction, upon terms substantially similar including a confidential communication with its attorney or with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to those contained be waived by the foregoing.
8.2.3. Novartis and its Affiliates hereby agree to be parties to the Confidentiality Agreement described in this Section 101.10 as of its effective date.
Appears in 2 contracts
Samples: License Agreement (Unigene Laboratories Inc), License Agreement (Unigene Laboratories Inc)
Permitted Disclosures. Confidential Information may be disclosed to employeesNotwithstanding any other provision of this Agreement, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information shall not be prohibited if such disclosure: (a) is in response to a valid order of a court or other Governmental Authority, including the rules and regulations promulgated by the U.S. Securities Exchange Commission and the Ontario Securities Commission (or similar foreign authority) or any other Governmental Authority; (b) is otherwise required by applicable Law or rules of a nationally or internationally recognized securities exchange, including but not limited to the Toronto Stock Exchange or Nasdaq; (c) is: (i) [***]; (d) is to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement; provided that such disclosure may be made only to the extent reasonably required necessary to accomplish seek or obtain such Patent Rights or Regulatory Approvals, and the purposes Recipient (or its applicable Affiliate(s)) shall use Commercially Reasonable Efforts to obtain confidential treatment of this Agreement and such information; or (e) is in response to a direction to SLP by a Regulatory Authority in the Territory to disclose such Confidential Information pursuant to the Access to Information regime or a Freedom of Information regime and/or the Public Release of Clinical Information regime; provided that such disclosure may be made only if such employees, agents, consultants and actual or potential bona fide Sublicensees SLP has used Commercially Reasonable Efforts to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of keep such information for any purpose other than those permitted by this Agreementconfidential. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted If a Recipient is required to disclose Confidential Information in pursuant to Section 11.03(a), Section 11.03(b) or Section 11.03(e), prior to any disclosure the event thatRecipient shall, and only to the extent thatlegally permitted and practicable, such information is required to be disclosed to comply provide the disclosing Party with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions in order to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if permit the disclosing Party obtains to seek a signed confidentiality agreement with protective order or other confidential treatment of such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10disclosing Party’s Confidential Information.
Appears in 2 contracts
Samples: License Agreement (Sol-Gel Technologies Ltd.), License Agreement (Sol-Gel Technologies Ltd.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws or regulations or for regulatory filings to testsecurities regulators; provided, register and sell Syngenta Products and Diversa Products and any other products sold or licensedhowever, or developed for sale or licensethat the receiving Party, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent practicable and Exchange Commissionlegally permissible, shall first have given prompt written notice (and to the United States Environmental Protection Agencyextent practicable and legally permissible, at least five (5) Business Days’ notice) to the United States Department disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of Energysuch order be held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Food and Drug Administrationpurposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lenders, investment bankers, and similar financial institutions solely for purposes be disclosed; IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”
7.2.2 made by or on behalf of financing the business operations of such receiving Party and to Third Parties Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a potential bona fide merger need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or acquisition transaction assignment; provided that any such recipient of such Confidential Information agrees to be bound by the confidentiality and non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for any failure by any such Person to treat such Confidential Information as required under this Article 7.
7.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information, and in the case of Lightlake, any Person who holds or will hold in the future any interest in any of Lightlake’s products, and, in each case, are either (i) upon under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the written consent of the other receiving Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with shall remain responsible for any failure by such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in and legal advisors and other Persons contemplated by this Section 107.2.4, to treat such Confidential Information as required under this Article 7.
Appears in 2 contracts
Samples: License Agreement (Lightlake Therapeutics Inc.), License Agreement (Lightlake Therapeutics Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1. permitted with prior written consent of the Confidential Informationdisclosing Party;
7.2.2. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreasonable opinion of the receiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation (including regulations of securities exchange) or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws securities regulators; provided, however, that the receiving Party shall first have given prompt written notice (and to the extent possible, [****]) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). In the event that no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;
7.2.3. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.4. made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.5. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
7.2.6. made by the receiving Party or its Affiliates or Sublicensees which incorporate to its or are made through use their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or acquirers or other Third Parties as may be necessary or useful in connection with the Exploitation of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiona Licensed Compound, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug AdministrationLicensed Products, or otherwise in connection with the United States Patent and Trademark Officeperformance of its obligations or exercise of its rights as contemplated by this Agreement, or to their foreign equivalents), potential or to comply with a court actual investors or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party acquirers as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties be necessary or useful in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual investment or acquisition; provided, however, that such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10ARTICLE 7.
Appears in 2 contracts
Samples: License Agreement (Bison Capital Acquisition Corp.), License Agreement (Bison Capital Acquisition Corp.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employeesthe extent that such disclosure is:
11.2.1 made in response to a valid order of a court of competent jurisdiction or other competent authority; provided, agentshowever, consultants and actual or bona fide potential Sublicensees of that the Receiving Party or its Affiliatesshall, but only where practical and permitted, first have given notice to the extent reasonably required Disclosing Party and given the Disclosing Party a reasonable opportunity to accomplish quash any such order or obtain a protective order requiring that the purposes Confidential Information and documents that are the subject of this Agreement such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued and only where permitted have the commercial terms redacted; and provided further that if such employeesorder is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information that is legally required to be disclosed in response to comply such court or governmental order;
11.2.2 made by the Receiving Party to a Health Authority as may be necessary in connection with applicable laws any filing, application or regulations request for or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to ensure confidential treatment of such information, to the extent such protection is available;
11.2.3 made by the Receiving Party to a patent authority as may be necessary or reasonably useful for regulatory filings purposes of obtaining or enforcing a Patent (consistent with the terms and conditions of Article 16); provided, however, that reasonable measures shall be taken to testassure confidential treatment of such information, register to the extent such protection is available;
11.2.4 otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and sell Syngenta Products permitted, with reasonable advance notice of and Diversa Products an opportunity to comment on any such required disclosure, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any other products sold such disclosure or licensed, or developed request for sale or license, confidential treatment; or
11.2.5 made by Diversa Flexion or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties as may be necessary in connection with a potential bona fide merger the Development, Exploitation or acquisition transaction either (i) upon the written consent Manufacture of the other Party Compounds or (ii) if the disclosing Party obtains a signed Licensed Products as contemplated by this Agreement, including permitted subcontracting or sublicensing transactions in connection therewith provided all such disclosures are subject to obligations of confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained the terms set out in this Section 10.Article 11; or
Appears in 2 contracts
Samples: Out Licence Agreement (Flexion Therapeutics Inc), Out Licence Agreement (Flexion Therapeutics Inc)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of (i) In the event that Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), but only legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent reasonably required to accomplish the purposes of this Agreement and only if such employeespermitted by Applicable Law, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold notify Disclosing Party in confidence and not make use writing of such information for any purpose requirement so that Disclosing Party may seek an appropriate protective order or other than those permitted by this Agreement. Each appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will use provide such cooperation, at least the same standard of care Disclosing Party’s expense, as it uses to protect proprietary Disclosing Party shall reasonably request). If no such protective order or confidential information of its own to ensure that such employees, agents, consultants other remedy is obtained and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees its or its Affiliates’ Representatives are, in the view of their respective counsel (which incorporate may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are made through use compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of Program Technology as provided hereunder the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
(such as disclosure ii) Notwithstanding anything herein to the United States Securities contrary, nothing in this Section 6.1 shall be construed to restrict Receiving Party from disclosing Confidential Information to Receiving Party’s Affiliates, Representatives, existing or prospective lenders, acquirors, investors, partners, assignees and Exchange Commissionother sources of funding, the United States Environmental Protection Agencyincluding underwriters, the United States Department of Energy, the United States Food and Drug Administrationdebt financing or co-investors, or the United States Patent and Trademark Officedirect or indirect beneficial owners, or to their foreign equivalents)limited partners, or to comply with a court or administrative orderand the Representatives of the foregoing, provided that the Disclosing Party receives prior written notice recipient of such disclosure and that Confidential Information agrees to be bound by the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms provisions of this Agreement Section 6.1 or are otherwise subject to lenders, investment bankers, and similar financial institutions solely for purposes reasonable restrictions of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10confidentiality.
Appears in 2 contracts
Samples: Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.), Payment Interest Purchase Agreement (XOMA Corp)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only The confidentiality obligations contained in Section 8.1 above shall not apply to the extent reasonably that (a) any Recipient Party is required (i) to accomplish the disclose Confidential Information by law, regulation or order of a governmental agency or by order of a court of competent jurisdiction, or (ii) to disclose Confidential Information to any governmental agency for purposes of this Agreement obtaining approval to test or market a Product, provided in either case that the Recipient Party shall provide written notice thereof to the Disclosing Party and only if sufficient opportunity to object to any such employees, agents, consultants and actual disclosure or potential bona fide Sublicensees to whom disclosure is to be made are subject to a request confidential treatment thereof; or (b) the Recipient Party can demonstrate by written obligation to hold in confidence and not make use evidence that the disclosed Confidential Information was (i) public knowledge at the time of such information for any purpose disclosure to the Recipient Party, or thereafter became public knowledge, other than those permitted as a result of any breach by this Agreement. Each the Recipient Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own obligations of confidentiality to ensure that such employees, agents, consultants and Sublicensees do the Disclosing Party; (ii) rightfully known by or in the possession of the Recipient Party prior to the date of disclosure to the Recipient Party by the Disclosing Party; (iii) disclosed to the Recipient Party on an unrestricted basis from a Third Party not disclose under a duty of confidentiality to the Disclosing Party; or make any unauthorized (iv) independently developed by the Recipient Party without access to or use of the Confidential InformationInformation disclosed by the Disclosing Party. The Receiving Party shall be permitted to Notwithstanding any other provision of this Agreement, Pacific Beach may disclose Confidential Information in of the event that, and only UCB relating to the extent that, such information is required developed pursuant to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lendersany Person with whom Pacific Beach has, investment bankersor is proposing to enter into, and similar financial institutions solely for purposes of financing the a business operations of relationship, as long as such Party and to Third Parties in connection with Person has entered into a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10Pacific Beach.
Appears in 2 contracts
Samples: License Agreement (Iaso Pharma Inc), License Agreement (Iaso Pharma Inc)
Permitted Disclosures. Receiving Party may disclose Confidential Information may be (other than CPI’s RC Confidential Information) disclosed to employeesit by the Providing Party to the extent that such disclosure by the Receiving Party is:
12.5.1 legally compelled by a valid order of a court of competent jurisdiction or governmental authority of competent jurisdiction; provided that the Receiving Party will provide the Providing Party with prompt notice so that the Providing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, agentsor that the Providing Party waives compliance in writing with the provisions of this Agreement, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but representatives will furnish only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use portion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information that is legally required to be disclosed to comply with applicable laws (by judicial or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa similar process that would subject the Receiving Party or its Affiliates representatives to contempt or Sublicensees which incorporate similar penalty for failure to disclose) and will exercise the Receiving Party’s or are made through use of Program Technology as provided hereunder (such as disclosure its representatives’ best efforts to obtain reliable assurance that confidential treatment will be afforded to the United States Securities Confidential Information;
12.5.2 made by the Receiving Party to any applicable Federal and Exchange CommissionState Regulatory Authority as required to file for, the United States Environmental Protection Agencyobtain and/or maintain regulatory approval for Generic Tussionex; provided, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize will provide the extent of such disclosure. In addition, each Providing Party with prompt notice so that the Providing Party may disclose seek to protect its rights in the terms of matter as necessary; and
12.5.3 made by the Receiving Party to a court or arbitrator as necessary to establish or enforce its rights against the Providing Party under this Agreement Agreement; and
12.5.4 made by the Receiving Party or its Representatives to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such a Third Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (ia) upon the written consent conduct of the other Party Receiving Party’s business, or (iib) if the disclosing Party obtains a signed confidentiality agreement with exercise of the Receiving Party’s rights as contemplated by this Agreement; provided, however, that such financial institution or Third Party shall be subject to obligations of confidentiality and non-use with respect to such information, upon terms substantially similar to Confidential Information that are at least as restrictive as those contained in this Section 1012, with the Providing Party being an express third party beneficiary of such obligations; provided, that the Receiving Party shall be responsible for indemnifying the Providing Party against any Losses (as defined in Section 15.1) of the Providing Party arising out of the Representatives’ violation of the confidentiality obligations described, above.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement (Neos Therapeutics, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1. in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws securities regulators; provided, however, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;
7.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3. made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
7.2.5. made by the receiving Party or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder their (such as disclosure to the United States Securities and Exchange Commissiona) advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyvendors, the United States Food and Drug Administrationservice providers, or contractors, (b) existing or prospective collaboration partners, licensees, sublicensees, lenders, investors, or acquirers, or (c) in connection with the United States Patent and Trademark Officeperformance of its obligations or exercise of its rights as contemplated by this Agreement, or to their foreign equivalents), potential or to comply with a court actual investors or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party acquirers as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties be necessary or useful in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual investment or acquisition; provided, however, that such Persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10ARTICLE 7.
Appears in 2 contracts
Samples: License Agreement (Gemini Therapeutics, Inc. /DE), License Agreement (Gemini Therapeutics, Inc. /DE)
Permitted Disclosures. The receiving Party may disclose disclosing Party’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5)); provided, that the receiving Party shall first have given CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. prompt written notice (and to the extent possible, at least […***…] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Compound, the Licensed Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors);
9.3.6 made by Ablynx or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Ablynx’s activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Ablynx pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] from the date of disclosure); or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
9.3.7 as provided for in Section 1010.2.18.
Appears in 2 contracts
Samples: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)
Permitted Disclosures. A Party may disclose or permit the disclosure of Confidential Information may be disclosed Information:
(1) to its directors, officers, employees, agentslegal or other professional advisers, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliateson a need-to-know basis, but only to the extent reasonably required necessary to accomplish the purposes enable it or them to perform or cause to be performed or to enforce any of its rights or obligations under this Agreement and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible);
(2) to its directors, officers, employees, legal or other professional advisers, on a need to know basis, to the extent necessary to enable it or them to perform or cause to be performed or to discharge their duties and responsibilities to the Company after the Initial Closing and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible);
(3) when required to do so by law or by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction;
(4) to the extent that the Confidential Information has become publicly available or generally known to the public at the time of such disclosure otherwise than as a result of a breach of this Section 9;
(5) if such employeesdisclosure is expressly permitted by some other provision of this Agreement or if the corresponding Party has given prior written approval to the disclosure, agentssuch approval not to be unreasonably withheld or delayed;
(6) when required by any securities exchange, consultants regulatory or governmental body having jurisdiction over the Party seeking to make the disclosure, whether or not the requirement for disclosure has the force of law or
(7) in the case of an Investor, to its stockholders, limited partners, members or other bona fide prospective investors, as the case may be, regarding the general status of its investment in the Company, the name of the Company, a general description of the business of the Company and the actual or potential bona fide Sublicensees estimated return on investment realised by such Investor resulting from or relating to whom disclosure its investment in the Company, and in each case only where such person is to be made are subject to a written obligation to hold in under binding obligations of confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as comprehensive as those contained in this Agreement (which it uses undertakes to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants enforce and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party for which it shall be legally responsible) and no Investor shall be permitted to disclose any Confidential Information in the event thatto any stockholders, and only to the extent thatlimited partners, such information is required to be disclosed to comply with applicable laws members or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either prospective investors who (i) upon establish, carry out, is engaged, concerned or interested directly or indirectly in any business in competition with the written consent business of the other Party any Group Company in any jurisdiction or (ii) if are included in a list of sensitive parties the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect Company notifies the Investor of in writing from time to such information, upon terms substantially similar to those contained in this Section 10time.
Appears in 2 contracts
Samples: Series Pre a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series Pre a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information may be disclosed to employeesit by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.2.1. necessary to comply with Applicable Law including disclosure that a Party is compelled to make in response to a valid order of a court of competent jurisdiction or other supra-national, agentsfederal, consultants national, regional, state, provincial and actual local governmental or bona fide potential Sublicensees regulatory body of competent jurisdiction (including prosecution or defense of litigation) if, in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance with Applicable Law; provided that the Receiving Party or its Affiliatesshall first have given notice, but only to the extent reasonably required legally permitted, to accomplish the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided, further, that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of then the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted to disclose Confidential Information in the event that, and only limited to the extent that, such information that is legally required to be disclosed in response to such court or governmental order;
9.2.2. necessary to comply with applicable laws or the rules and regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States U.S. Securities and Exchange CommissionCommission (or any securities exchange in any jurisdiction in the Territory) applicable to a Party (each, a “Securities Regulator”), which disclosure is, in the reasonable opinion of the Receiving Party’s counsel, necessary for compliance with the requirements of such securities exchange, and, in connection therewith, each Party acknowledges and agrees that the other Party may submit this Agreement to, or file this Agreement with, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative ordersuch Securities Regulators, provided that if a Party intends to submit this Agreement to, or intends to file this Agreement with, any Securities Regulator, such Party agrees to engage in a reasonable consultation, on not less than [***] advance notice (further provided that such advance notice shall be [***] during the Disclosing months of August and December), with the other Party receives prior written notice with respect to the preparation and submission of a confidential treatment request for this Agreement or other Confidential Information related to this Agreement to be disclosed to such disclosure and that Securities Regulator;
9.2.3. made by the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment a Regulatory Authority as required in connection with any filing, application or request for such disclosure andMarket Approval;
9.2.4. made by the Receiving Party to file or prosecute Patent applications, if possibleprosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement;
9.2.5. made by the Receiving Party to actual or prospective investors, acquirers, merger candidates, or, with respect to minimize Sanofi as the extent of such disclosure. In additionReceiving Party, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties investors in connection with a potential bona fide merger or acquisition transaction either Monetization (and to its and their respective Affiliates, representatives and financing sources); provided that (a) each such Third Party signs an agreement that contains obligations of confidentiality that are substantially similar to the Receiving Party’s obligations hereunder (except that the obligations under such agreement may terminate [***] after disclosure of the relevant information), and (b) each such Third Party to whom information is disclosed shall (i) upon the written consent be informed of the other Party or confidential nature of the Confidential Information so disclosed and (ii) if agree to hold such Confidential Information subject to the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10thereof.
Appears in 2 contracts
Samples: License Agreement (Khosla Ventures Acquisition Co.), License Agreement (Khosla Ventures Acquisition Co.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In additionNotwithstanding Section 15.1, each Party may disclose Confidential Information to the terms extent that such disclosure is:
(a) made in response to a valid order of this Agreement a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to lendersthe disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, investment bankersif disclosed, be used only for the purposes for which the order was issued; and similar financial institutions solely provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
(b) made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
(c) made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of financing the business operations obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
(d) made by the receiving Party and or its Affiliates or licensees or sublicensees to its or their attorneys, auditors, advisors, consultants or Contracting Third Parties Party as may be necessary or useful in connection with a potential bona fide merger the Development, Manufacturing or acquisition transaction either (i) upon the written consent Commercialization of the other Party New Collaboration Compounds or (ii) if the disclosing Party obtains a signed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, or to potential or actual investors or acquirors as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 15 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the date of disclosure).
Appears in 2 contracts
Samples: Collaboration Agreement (Reata Pharmaceuticals Inc), Collaboration Agreement (Reata Pharmaceuticals Inc)
Permitted Disclosures. Confidential A receiving Party may disclose Information may be disclosed of the disclosing Party to the extent such disclosure is reasonably necessary in the following instances:
6.2.1 filing or prosecuting Patent Rights as contemplated by this Agreement;
6.2.2 obtaining or maintaining approval to conduct Clinical Trials or to market Licensed Products;
6.2.3 complying with applicable court orders or administrative process (including a request for discovery received in an arbitration or litigation proceeding) and governmental laws and regulations, including regulations promulgated by securities exchanges;
6.2.4 to its and its Affiliates’ employees, consultants, contractors, advisors and agents, consultants in each case on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement and actual or under written obligations of confidentiality and non-use that are substantially no less stringent than those confidentiality and non-use provisions contained in this Agreement; and
6.2.5 to any bona fide potential Sublicensees or actual investor, acquiror or merger partner or other financial partner for the sole purpose of evaluating an actual or potential investment or acquisition with such Party, in each case under appropriate written obligations of confidentiality and non-use that are substantially no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, that the Receiving disclosing Party or its Affiliates, but only to redacts the extent reasonably required to accomplish the purposes financial terms and other provisions of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made that are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is reasonably required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with such potential investment or acquisition. If a potential bona fide merger or acquisition transaction either (i) upon the written consent Party is required to disclose Information of the other Party pursuant to Section 6.2.3, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or (ii) if limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of Section 6.1, and the Party disclosing Party obtains a signed confidentiality agreement with Information pursuant to law or court order shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such financial institution or Third Party with respect Information. Any Information disclosed pursuant to such information, upon terms substantially similar to those contained in this Section 106.2 shall remain otherwise subject to the foregoing confidentiality provisions of Section 6.1.
Appears in 2 contracts
Samples: Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.), Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.5)); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and (other than with regard to disclosures to comply with applicable laws securities law, which disclosures are covered in Section 9.5 below) give the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). In the event that no such protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available; *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9;
9.3.6 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Antibody, the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of Program Technology the receiving Party pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as provided hereunder appropriate that is no less than [***] from the date of disclosure for advisors, consultants, clinicians, vendors, service providers or contractors); or
9.3.7 made by Licensor or its Affiliates (such as disclosure or Third Parties acting under their authority) to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties to the United States Securities extent necessary or useful in in connection with the performance of Licensor’s obligations or exercise of rights expressly granted to Licensor under this Agreement; provided that such Persons shall be subject to obligations of confidentiality and Exchange Commission, non-use with respect to such Confidential Information of AbbVie substantially similar to the United States Environmental Protection Agency, the United States Department obligations of Energy, the United States Food confidentiality and Drug Administration, or the United States Patent and Trademark Office, or non-use of Licensor pursuant to their foreign equivalents), or to comply this ARTICLE 9 (with a court or administrative order, provided duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the Disclosing Party receives prior written notice date of such disclosure); or
9.3.8 a disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement made on a need to know basis to advisors, consultants, prospective or actual acquirers, investors, or lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection or with a potential bona fide merger or acquisition transaction either (i) upon the AbbVie’s prior written consent (not to be unreasonably withheld) other Persons, in each case on a need to know basis and who are subject to obligations of confidentiality and non-use with respect to Confidential Information of the other Party or (ii) if substantially similar to the disclosing Party obtains obligations of confidentiality and non-use pursuant to this ARTICLE 9. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a signed confidentiality agreement with such financial institution or Third Party confidential treatment request. This Section 9.3 shall apply mutatis mutandis to Licensor with respect to such informationConfidential Information of AbbVie solely to the extent applicable to a Licensed Product being developed and commercialized by Licensor pursuant to the licenses set forth in Section 12.8.1, upon terms if and as applicable. For clarity, in any case where the foregoing disclosure must be subject to obligations of confidentiality and non-use substantially similar to those contained in under this Section 10ARTICLE 9, it is understood that the duration of such confidentiality and non-use obligations shall be no less than [***] from the date of disclosure.
Appears in 2 contracts
Samples: Co Development and Option Agreement (Alector, Inc.), Co Development and Option Agreement (Alector, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving other Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
8.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 8.5); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (such as, for example, to quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). In the event that no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale any Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
8.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 8;
8.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the United States Patent and Trademark OfficeExploitation of a Collaboration CAR-T Product or Licensed Product, [***] employed in a Collaboration CAR-T Product or Licensed Product, or to their foreign equivalents)a molecule, cell, composition, sequence, or vector comprising or encoding such [***], or such specific [***] or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to comply obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8, with a court duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the effective date of such obligations or, if the disclosure includes [***], with a duration of confidentiality and non-use obligations that is no less than [***] years from the effective date of such obligations); or
8.3.6 made by Caribou or administrative orderits Affiliates, to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or existing or prospective investors and acquirers, as may be necessary in assisting with Caribou’s activities contemplated by this Agreement and/or in evaluating such potential or actual investment or acquisition, as applicable; provided that:
(a) all such Persons to which disclosures are made pursuant to this Section 8.3.6 shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Caribou set forth in this ARTICLE 8, with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the effective date of such obligations for Life Sciences Entities and [***] years from the effective date of such obligations for any other Person;
(b) to the extent such disclosures are made to existing or prospective investors and acquirors, such disclosures shall require AbbVie’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; provided that the Disclosing Party receives Caribou may make a disclosure to existing or prospective investors and acquirors that are not Life Sciences Entities without AbbVie’s prior written notice of such consent if (i)(1) the disclosure and that the Receiving Party takes all reasonable and lawful actions is limited solely to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders(excluding all Research Plans and with the then-current Initial Program Targets, investment bankersReserved Targets, and similar financial institutions solely for purposes of financing Accepted Targets redacted) and (2) the business operations of such Party and receiving party has agreed in writing to Third Parties be bound to the confidentiality requirements set out in connection with a potential bona fide merger or acquisition transaction either clause (ia) upon the written consent of the other Party above, or (ii) if (1) the disclosing Party obtains disclosure is limited solely to disclosure of this Agreement (excluding all Research Plans) and a signed list consisting solely of the UniProt# or gene name of the then-current Initial Program Targets, Reserved Targets, or Accepted Targets, and (2) the receiving party has agreed in writing to be bound to the confidentiality requirements with a duration of confidentiality and non-use obligations no less than [***] years from the effective date of such obligations; and
(c) any disclosure made to existing or prospective investors and acquirors must comply with the following requirements: (a) such investor or acquirer, as applicable, shall be obligated to (1) use the Confidential Information of AbbVie solely for the purposes of evaluating the applicable transaction and shall be prohibited for using any Confidential Information of AbbVie for any other purposes, (2) limit disclosure to persons within such investor or acquirer with a need to know such Confidential Information of AbbVie in order for such acquirer or investor to evaluate the applicable transaction, and (3) use reasonable and customary measures to protect the secrecy of, and avoid any unauthorized use or disclosure of, any Confidential Information of AbbVie; and (b) Caribou shall contractually require each such investor or acquirer with whom Caribou does not enter into a definitive agreement with such financial institution regarding a transaction to return or Third Party destroy all Confidential Information of AbbVie upon the termination of negotiations with respect to the applicable transaction, provided that such informationinvestor or acquirer may (i) keep one (1) copy of the Confidential Information for the sole purpose of compliance or archival purposes, upon terms substantially similar and (ii) retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such investor’s or acquirer’s automatic archiving and back-up procedures, to those contained the extent created and retained in this Section 10a manner consistent with such investor’s or acquirer’s standard archiving and back-up procedures, but not for any other use or purpose.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Caribou Biosciences, Inc.), Collaboration and License Agreement (Caribou Biosciences, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws or regulations or for regulatory filings to testsecurities regulators; provided, register and sell Syngenta Products and Diversa Products and any other products sold or licensedhowever, or developed for sale or licensethat the receiving Party, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent practicable and Exchange Commissionlegally permissible, shall first have given prompt written notice (and to the United States Environmental Protection Agencyextent practicable and legally permissible, at least five (5) Business Days’ notice) to the United States Department disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of Energysuch order be held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Food and Drug Administrationpurposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lenders, investment bankers, and similar financial institutions solely for purposes be disclosed;
7.2.2 made by or on behalf of financing the business operations of such receiving Party and to Third Parties Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a potential bona fide merger need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or acquisition transaction assignment; provided that any such recipient of such Confidential Information agrees to be bound by the confidentiality and non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for any failure by any such Person to treat such Confidential Information as required under this Article 7.
7.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information, and in the case of Lightlake, any Person who holds or will hold in the future any interest in any of Lightlake’s products, and, in each case, are either (i) upon under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the written consent of the other receiving Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with shall remain responsible for any failure by such financial institution or Third Party and legal advisors and other Persons contemplated by this Section 7.2.4, to treat such Confidential Information as required under this Article 7. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such information, upon terms substantially similar to those contained in this Section 10.certain portions hereof denoted with “*** REDACTED ***”
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Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement and only if such employeesfor which the order was issued; provided, agentsfurther, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with applicable laws any filing, application or regulations request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for regulatory filings purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to testassure confidential treatment of such information, register and sell Syngenta Products and Diversa Products and any other products sold to the extent such protection is available;
10.2.4 made by or licensed, or developed for sale or license, by Diversa on behalf of Mereo or its Affiliates Affiliate to an actual or Sublicensees which incorporate potential Sublicensee; or are made through use of Program Technology as provided hereunder (such as disclosure to [***] Certain information in this document has been omitted and filed separately with the United States Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
10.2.5 made by or on behalf of Mereo to (a) legal, the United States Environmental Protection Agencyfinancial and investment banking advisors and potential or actual sources of financing, the United States Department of Energy, the United States Food and Drug Administration, investors or the United States Patent and Trademark Office, or to acquirers as may be necessary in connection with their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for are customary in such disclosure and, if possible, to minimize the extent of such disclosurecircumstances. In addition, each Party if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may disclose be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement to lenders, investment bankersfor which confidential treatment is reasonably available, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other Party or (ii) if information to the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10extent confidential treatment is reasonably available under the law.
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Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
10.2.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
10.2.2 Made by the receiving Party to the Regulatory Authorities as required in connection with applicable laws any filing, application or regulations or request for regulatory filings Regulatory Approval; provided, however, that reasonable measures, to testthe extent available, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, shall be taken to assure confidential treatment of such information;
10.2.3 Made by Diversa either Party or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure or, solely with respect to the United States Securities and Exchange CommissionGPC Biotech, the United States Environmental Protection Agencyits sublicensees, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties as may be necessary or useful in connection with a potential bona fide merger the Development, Manufacture or acquisition transaction either (i) upon the written consent Commercialization of the other Party Licensed Compound or the Licensed Product, to the extent permitted or contemplated hereunder, or otherwise in connection with the performance of its obligations or exercise of its rights (iiincluding, with respect to GPC Biotech, its rights under Sections 2.2 and 2.4 or disclosures to Spectrum or Pharmion) if the disclosing Party obtains a signed as contemplated by this Agreement, including subcontracting and sublicensing transactions in connection therewith; provided, however, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such informationConfidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10; or
10.2.4 Made by the receiving Party to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators or potential sublicensees; investment bankers; existing or potential investors, upon terms substantially similar venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates; provided, however, that such persons shall be subject to those contained in obligations of confidentiality and non-use with respect to such Confidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section Article 10.
Appears in 1 contract
Samples: License Agreement (GPC Biotech Ag)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
10.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental body of competent jurisdiction (including by reason of filing with applicable laws securities regulators, but subject to Section 10.5); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
10.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval of a Licensed Product in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law; [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
10.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
10.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
10.3.5 made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 10;
10.3.6 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Discovery T-Cell Receptor Construct, the Licensed Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of AbbVie pursuant to this ARTICLE 10; or
10.3.7 made by Licensor or its Affiliates after receiving advanced approval from AbbVie, to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties as may be necessary or useful in connection with the performance of their obligations or exercise of their rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 10; provided, further, that the advanced approval requirement set forth in this Section 1010.3.7 shall not apply to Third Party Providers approved by AbbVie pursuant to Section 4.6.
Appears in 1 contract
Samples: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)
Permitted Disclosures. Notwithstanding Section 9.2 above, Confidential Information may be shall not include any of the following information that the receiving Party can demonstrate by competent evidence:
(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;
(d) was independently developed by the receiving Party without reference to any information or materials disclosed by the disclosing Party; or
(e) was subsequently disclosed to the receiving Party by a person other than the disclosing Party without breach of any legal obligation to the disclosing Party. In addition, either Party may disclose Confidential Information of the other to:
(i) to such receiving Party’s and its Affiliates’ legal representatives, employees, agentsconsultants, consultants and actual or bona fide licensees (and potential Sublicensees of the Receiving Party or its Affiliateslicensees), but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is reasonably necessary to be made exercise such receiving Party’s rights hereunder, and provided (a) such legal representatives and employees are subject to a written obligation to hold in confidence and not make use informed of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use nature of the Confidential Information. The Receiving Party shall be permitted Information and the restrictions on disclosure and use contained herein and (b) such consultants and licensees (and potential licensees) have agreed in writing to disclose Confidential Information in the event that, and only obligations of confidentiality with respect to the extent that, such information no less stringent than those set forth herein;
(ii) if disclosure is required compelled to be disclosed to comply with by a court order or applicable laws law or regulation (including the rules and regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, Commission or the United States Patent and Trademark Office, or to their foreign equivalentsany national securities exchange), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written compelled to make such disclosure (a) requests confidential treatment of such information, (b) provides the other Party with sufficient advance notice of such the compelled disclosure to provide adequate time to seek a protective order, and that (b) discloses only the Receiving minimum necessary to comply with the requirement to disclose. The receiving Party takes shall be responsible for all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms breaches of this Agreement to lenders, investment bankers, by the receiving Party’s and similar financial institutions solely for purposes of financing the business operations of such Party its Affiliates’ legal representatives and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10employees.
Appears in 1 contract
Samples: Assignment Agreement (Peregrine Pharmaceuticals Inc)
Permitted Disclosures. The receiving Party may disclose the disclosing Party’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [...***...] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the performance of Discovery Activities or the Exploitation of the Molecules and Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of Program Technology the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as provided hereunder (appropriate that is no less than [...***...] years from the date of disclosure);
9.3.6 made by Galapagos or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with Galapagos’ activities contemplated by this Agreement; provided, that such as disclosure persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the United States obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [...***...] years from the date of disclosure); or
9.3.7 made by either Party to Third Parties as necessary and reasonable in connection with the exercise of its rights under the last sentence of Section 7.1.1; provided, that such Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [...***...] years from the date of disclosure).
9.3.8 Section 9.3.5 shall apply mutatis mutandis to Galapagos with respect to Confidential Information of AbbVie solely to the extent applicable to a Product being developed and commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as applicable. * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10.
Appears in 1 contract
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants The confidentiality obligations contained in Sections 4.1 and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only 4.2 above shall not apply to the extent reasonably that (a) any receiving Party (the “Recipient”) is required (i) to accomplish the disclose information by law, order or regulation of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case: that the Recipient shall provide written notice thereof to the other Parties and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other Parties hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any Party to this Agreement and only if such employees, agents, consultants and actual not under a duty of confidentiality to any other Party; or potential bona fide Sublicensees (iv) the disclosed information was independently developed by the Recipient without access to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and by any other products sold or licensed, or developed for sale or license, Party.
4.3.1 The Parties acknowledge that HDC has certain time-critical reporting obligations by Diversa or virtue of its Affiliates or Sublicensees which incorporate or are made through use status as a public corporation and agree to cooperate with HDC in preparation of Program Technology as provided hereunder (such as disclosure to a press release regarding the United States Securities execution and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the general terms of this Development Agreement and the Quest License Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing be issued concurrently with the Form 8-K report that must be filed by HDC within four (4) business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent days of the other Party Effective Date. The Parties agree that no press release shall mention MD Xxxxxxxx without the prior written approval of MD Xxxxxxxx or (ii) if otherwise in contravention of the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this provisions of Section 10.9.1 of the Sponsored Research Agreement attached hereto as Exhibit C.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws or regulations or for regulatory filings to testsecurities regulators; provided, register and sell Syngenta Products and Diversa Products and any other products sold or licensedhowever, or developed for sale or licensethat the receiving Party, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent practicable and Exchange Commissionlegally permissible, shall first have given prompt written notice (and to the United States Environmental Protection Agencyextent practicable and legally permissible, at least five (5) Business Days’ notice) to the United States Department disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of Energysuch order be held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Food and Drug Administrationpurposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lenders, investment bankers, and similar financial institutions solely for purposes be disclosed;
7.2.2 made by or on behalf of financing the business operations of such receiving Party and to Third Parties Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a potential bona fide merger need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or acquisition transaction assignment; provided that any such recipient of such Confidential Information agrees to be bound by the confidentiality and non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for any failure by any such Person to treat such Confidential Information as required under this Article 7.
7.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information, and in the case of Lightlake, any Person who holds or will hold in the future any interest in any of Lightlake’s products, and, in each case, are either (i) upon under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the written consent of the other receiving Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with shall remain responsible for any failure by such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in and legal advisors and other Persons contemplated by this Section 107.2.4, to treat such Confidential Information as required under this Article 7.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
7.3.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Clause 7.5)); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
7.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
7.3.3 made by or on behalf of the receiving Party to a patent authority as may be disclosed reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, (i) that the receiving Party shall first have given at least [***] written notice to employeesthe disclosing Party, agentsand (ii) that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, consultants to the extent such protection is available;
7.3.4 made to its or its Affiliates’, financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Clause 7;
7.3.5 made by the receiving Party or its Affiliates to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or bona fide potential Sublicensees actual investment in or acquisition of the Receiving receiving Party or its Affiliates; provided, but only that such Persons shall be subject to *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the extent reasonably required to accomplish the purposes obligations of this Agreement confidentiality and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized non-use of the Confidential Information. The Receiving receiving Party shall be permitted pursuant to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, this Clause 7;
7.3.6 made by Diversa Kymab or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger the development or acquisition transaction either (i) upon the written consent Commercialisation of the other Party Kymab mAb2, and Kymab Licensed Product, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this clause 7 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
7.3.7 made by F-star or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the performance of its obligations or exercise of its rights as contemplated by this Section 10Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Kymab substantially similar to the obligations of confidentiality and non-use of F-star pursuant to this clause 7 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the like).
Appears in 1 contract
Samples: Pd L1 License Agreement (Spring Bank Pharmaceuticals, Inc.)
Permitted Disclosures. Receiving Party may disclose the Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Disclosing Party in the following instances:
10.3.1 in order to comply with Applicable Law (including any securities law or its Affiliates, but only regulation or the rules of a securities exchange) or with a legal or administrative proceeding; provided that(a) to the extent reasonably required to accomplish the purposes of this Agreement and only if such employeeslegally permitted, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior gives written notice of such required disclosure to Disclosing Party prior to disclosing such Confidential Information and that (b) Disclosing Party shall have the opportunity to take appropriate measures to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law and Receiving Party takes all reasonable agrees to reasonably cooperate with the Disclosing Party in connection with such measures at Disclosing Party’s expense;
10.3.2 in connection with (a) prosecuting or defending litigation or (b) obtaining Regulatory Approval, making other regulatory filings and lawful actions communications, and filing, prosecuting, enforcing, and defending patent rights, in each case, in connection with Receiving Party’s rights and obligations pursuant to obtain confidential treatment for this Agreement; provided, however, that, where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any such disclosure sufficiently prior to making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed; and, if possible,
10.3.3 with respect to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, after having been reasonably redacted by the Receiving Party, to lendersthe extent such disclosure is reasonably required, to a bona fide potential licensee, investor, investment bankersbanker, acquirer, merger partner or other potential financial partner, and similar financial institutions solely for purposes their respective attorneys, professional advisors and agents; provided that each such Person to whom such information is to be disclosed is informed of financing the business operations confidential nature of such Party information and to Third Parties in connection with has entered into a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with the Party requiring such financial institution or Third Party with respect Person to keep such information, upon terms substantially similar to those contained in this Section 10information confidential.
Appears in 1 contract
Samples: Collaboration Agreement (Soaring Eagle Acquisition Corp.)
Permitted Disclosures. Each Party may disclose Confidential Information may to the extent that such disclosure is:
13.4.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to employeeslaw, agentsregulation or a valid order of a court of competent jurisdiction or other supra-national, consultants federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 13.8); provided that the receiving Party shall first have given prompt written notice (and to the extent practically possible, at least ten (10) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for 5209973 v18 example, to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of the Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
13.4.2 made by or on behalf of Xxxxxxx (or its Affiliates or Sublicensees) as the receiving Party to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of the Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
13.4.3 made to the receiving Party’s or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in the Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 13;
13.4.4 subject to the disclosing Party’s consent and, with regard to Xxxxxxx, the right to redact certain information, made to the receiving Party’s or its Affiliates’ (i) actual or potential investment bankers; (ii) to existing and potential investors in connection with an offering or placement of securities for purposes of obtaining financing for its business and to actual and prospective lenders for the purpose of obtaining financing for its business; or (iii) to a bona fide potential Sublicensees of the Receiving Party acquirer or its Affiliates, but only to the extent reasonably required to accomplish merger partner for the purposes of evaluating entering into a merger or acquisition, provided, however, any such persons must be obligated to substantially the same extent as set forth in this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation ARTICLE 13 to hold in confidence and not make use of such information Confidential Information for any purpose other than those permitted by this the Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only ; or
13.4.5 made to the extent thatreceiving Party’s or its Affiliates’ advisors, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to testconsultants, register and sell Syngenta Products and Diversa Products and any other products sold or licensedclinicians, vendors, service providers, contractors, prospective (i) collaboration partners, (ii) licensees, (iii) sublicensees, or developed for sale other Third Parties, as may be necessary or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties useful in connection with a potential bona fide merger the performance of its obligations or acquisition transaction either (i) upon exercise of its rights as contemplated by the written consent Agreement, provided, however, any such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to 5209973 v18 such information, upon terms substantially similar Confidential Information that are at least equivalent to those contained set out in this Section 10ARTICLE 13.
Appears in 1 contract
Samples: License and Collaboration Agreement (F-Star Therapeutics, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1. in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws securities regulators; provided, however, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least ten (10) days’ prior notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). In the event that no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;
7.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3. made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
7.2.5. made by the receiving Party or its Affiliates or Sublicensees which incorporate to its or are made through use their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or acquirers or other Third Parties as may be necessary or useful in connection with the Exploitation of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiona Licensed Compound, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug AdministrationLicensed Products, or otherwise in connection with the United States Patent and Trademark Officeperformance of its obligations or exercise of its rights as contemplated by this Agreement, or to their foreign equivalents), potential or to comply with a court actual investors or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party acquirers as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties be necessary or useful in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual investment or acquisition; provided, however, that such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10ARTICLE 7.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
7.2.1. permitted with prior written consent of the Confidential Informationdisclosing Party;
7.2.2. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreasonable opinion of the receiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation (including regulations of securities exchange) or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with applicable laws or regulations or for regulatory filings to testsecurities regulators; provided, register however, that the receiving Party shall first have given prompt written notice (and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent possible, [****]) to the disclosing Party and Exchange Commissiongiven the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or to obtain a protective order or confidential treatment requiring that the United States Environmental Protection AgencyConfidential Information and documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the United States Department of Energy, purposes for which the United States Food and Drug Administrationorder was issued). In the event that no protective order or other remedy is obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to lendersbe disclosed;
7.2.3. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, investment bankersapplication or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and similar financial institutions solely consistent with Applicable Law;
7.2.4. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of financing obtaining, defending or enforcing a Patent in accordance with the business operations terms of such Party and this Agreement; provided, however, that reasonable measures shall be taken to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent assure confidential treatment of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to the extent such protection is available;
7.2.5. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those contained set forth in this Section 10.Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or
Appears in 1 contract
Samples: License Agreement (Bison Capital Acquisition Corp.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if that such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is made pursuant to be Section 8.4 or Section 8.5 or:
(a) is made are subject to such Party’s Representatives only on a need-to-know basis and pursuant to written obligation obligations of confidentiality and non-use with respect to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use Confidential Information at least as protective as the same standard obligations of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants confidentiality and Sublicensees do not disclose or make any unauthorized non-use of the Confidential Information. The Receiving receiving Party pursuant to this Article 8; provided that each Party shall be permitted liable for all acts and omissions of its Representatives under this Article 8, and any breach by a Representative of a Party shall be deemed a breach by such Party.
(b) solely with respect to disclose Disc’s development records maintained under Section 2.4, and Disc’s financial records maintained under Section 6.8, is made to an independent auditor in accordance with Section 6.9 or Section 6.10;
(c) is made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial, or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided that (i) the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in the event that, and only to the extent thatconfidence by such court or agency; (ii) if disclosed, such Confidential Information is used only for the purposes for which the order was issued; and (iii) the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to comply such court or governmental order. Without limiting the foregoing, with applicable laws respect to any disclosures of Confidential Information pursuant to the requirements of a stock exchange in the Licensed Territory or regulations the Mabwell Territory (including the Shanghai Stock Exchange), in addition to complying with the foregoing requirements ((i) – (iii)), the Party disclosing such information pursuant to this Section 8.2(c) shall (x) provide to the other Party a copy of any proposed disclosure no later than [***] prior to its submission; and (y) incorporate all reasonable comments and proposed edits made by such other Party with respect to the redaction of information in such disclosure to protect such other Party’s Confidential Information;
(d) subject to Section 3.2(c), is made by or for regulatory filings on behalf of the receiving Party to testRegulatory Authorities as required in connection with any filing, register and sell Syngenta Products and Diversa Products and any other products sold or licensedapplication, or developed request for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use Regulatory Approval in accordance with this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of Program Technology as provided hereunder (such as disclosure information to the United States Securities extent practicable and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or consistent with Applicable Law;
(e) subject to their foreign equivalentsSection 7.2(e), is made by or on behalf of the receiving Party to comply a Patent authority as may be reasonably necessary or useful for purposes of Prosecuting a Patent in accordance with a court or administrative order, this Agreement; provided that the Disclosing Party receives prior written notice reasonable measures shall be taken to assure confidential treatment of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possibleinformation, to minimize the extent such protection is available; or
(f) is made by or on behalf of such disclosure. In additionthe receiving Party to potential or actual investors, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties acquirers, merger partners, or collaborators as may be necessary in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the actual investment, loans, acquisition, or collaboration; provided that such Persons shall be subject to written consent obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 8.
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Permitted Disclosures. (a) Notwithstanding the limitations set forth in Section 1 above:
(i) the Recipient may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Disclosing Party or its Affiliatesif and to the extent that the Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient’s disclosure thereof;
(ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative (A) reasonably required needs to accomplish know such Confidential Information for the purposes purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and (B) has been provided with a copy of this Agreement Agreement, has been instructed to abide by the provisions hereof and only if is under an obligation to maintain the confidentiality of such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are Confidential Information; and
(iii) subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least Section 3(c) below, the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to Recipient may disclose Confidential Information in of the event that, and only Disclosing Party to the extent thatrequired by applicable law or governmental regulation or by valid legal process.
(b) [Reserved]
(c) Notwithstanding the limitations set forth in Section 1 above, such information if the Recipient or any of the Recipient’s Representatives is required by law or governmental or other regulation or by subpoena or other valid legal process to be disclosed disclose any of the Disclosing Party’s Confidential Information to comply any Person, then the Recipient will promptly provide the Disclosing Party with written notice of the applicable laws law, regulation or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided process so that the Disclosing Party receives prior written notice of such disclosure may seek a protective order or other appropriate remedy. The Recipient and that its Representatives will cooperate fully with the Receiving Disclosing Party takes all reasonable and lawful actions the Disclosing Party’s Representatives in any attempt by the Disclosing Party to obtain confidential treatment for any such disclosure andprotective order or other remedy. If the Disclosing Party elects not to seek, if possibleor is unsuccessful in obtaining, to minimize the extent of any such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties protective order or other remedy in connection with a potential bona fide merger or acquisition transaction either (i) upon any requirement that the written consent Recipient disclose Confidential Information of the other Party or (ii) if Disclosing Party, then the disclosing Party obtains a signed confidentiality agreement with Recipient may disclose such financial institution or Third Party with respect Confidential Information to such information, upon terms substantially similar to those contained in this Section 10the extent legally required without liability hereunder;.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement (Altair Engineering Inc.)
Permitted Disclosures. Each Party may disclose the Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving other Party or its Affiliates, but only that is received in connection with this Agreement to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
10.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply Applicable Law or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws or regulations or for regulatory filings securities regulators, but subject to test, register Section 10.5 (Agreement Redactions)); provided that the receiving Party will first have given prompt written notice (and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities extent possible, at least [**] notice) to the disclosing Party and Exchange Commissiongiven the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the United States Environmental Protection AgencyConfidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the United States Department of Energy, purposes for which the United States Food and Drug Administrationorder was issued). In the event that no protective order or other remedy is obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, the receiving Party will furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to lendersbe disclosed;
10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, investment bankers, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information to the extent practicable and similar financial institutions solely consistent with Applicable Law;
10.2.3 made by or on behalf of the receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of financing obtaining, defending or enforcing a Patent in accordance with the business operations terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information, to the extent practicable and consistent with Applicable Law;
10.2.4 made by the receiving Party to: (a) its Board of Directors, accountants and legal advisors who have a need to Third Parties know the disclosing Party’s Confidential Information, (b) its Affiliates who have a need to know the disclosing Party’s Confidential Information, however never to any Affiliates who control a [**] Competing Product or [**] Competing Product and always conforming with the exclusivity obligations under Section 4.4 (Exclusivity) of this Agreement or (c) its or their consultants, advisors, Sublicensees or Contractors who have a need to know the disclosing Party’s Confidential Information in connection with a potential bona fide merger the research, Development, Manufacture, Commercialization, use or acquisition transaction either (i) upon the written consent other Exploitation of the other Party Compounds, Products or (ii) if the disclosing Party obtains a signed Diagnostic Products; provided that such Persons will be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such informationConfidential Information at least as protective to the disclosing Party as the obligations of confidentiality and non-use of the receiving Party pursuant to this Agreement;
10.2.5 made by the receiving Party to its actual investors, upon terms substantially similar bankers, financial advisors, lenders or financing sources (and their respective attorneys and professional advisors) on a need to know basis, each of whom prior to disclosure must be subject to appropriate obligations of confidentiality and non-use equivalent in scope and time to those contained set forth in this Agreement; provided that a disclosure pursuant to this Section 1010.2.5 is limited to (a) a high-level status overview of and projections for the research, Development, Manufacturing or Commercialization of Compounds and Products, and the actual and projected financial payments to and from Epizyme with respect thereto, and, for clarity, does not include chemical structures, chemical names and molecular weights of Compounds and (b) the terms of this Agreement, but excluding the terms of the Research Plan, Joint Development Plan and Budget, Joint Commercialization Plan and Budget, the SoLO Criteria or SoD Criteria, unless such investors, bankers, financial advisors, lenders or financing sources (or their respective attorneys and professional advisors) request disclosure of such terms, in which case, such terms shall be disclosed only after suitable redactions have been made and have been agreed to by BII, such agreement not to be unreasonably withheld;
10.2.6 made by the receiving Party to its bona fide prospective investors, acquirers, lenders or financing sources on a need to know basis in connection with any transaction, each of whom prior to disclosure must be subject to appropriate obligations of confidentiality and non-use equivalent in scope and time to those set forth in this Agreement; provided that a disclosure pursuant to this Section 10.2.6 is limited to (a) a high-level status overview of and projections for the research, Development, Manufacturing or Commercialization of Compounds and Products, and the actual and projected financial payments to and from Epizyme with respect thereto, and, for clarity, does not include chemical structures, chemical names and molecular weights of Compounds and (b) to the extent necessary for the relevant transaction, the terms of this Agreement, but excluding the terms of the Research Plan, Joint Development Plan and Budget, Joint Commercialization Plan and Budget, the SoLO Criteria or SoD Criteria, unless such prospective investors, acquirers, lenders or financing sources request disclosure of such terms, in which case, such terms shall be disclosed only after suitable redactions have been made and have been agreed to by BII, such agreement not to be unreasonably withheld; and
10.2.7 made by the receiving Party to the extent mutually agreed to in writing by the Parties.
Appears in 1 contract
Permitted Disclosures. (a) The restrictions set forth in this Article 10 shall not prohibit the receiving Party from disclosing or using (as specified below) any Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving disclosing Party or its Affiliates, but only to (i) that the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each receiving Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws disclose under Applicable Laws, a court order or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensedgovernmental order, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use the rules and regulations of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange CommissionCommission (“SEC”) or any national securities exchange, (ii) that the United States Environmental Protection Agencyreceiving Party needs to disclose or use to file, the United States Department of Energy, the United States Food and Drug Administrationprosecute or enforce any Licensed Patents or Joint Patents, or (iii) that the United States Patent and Trademark Office, receiving Party needs to disclose or to their foreign equivalents), use for purposes of obtaining or to comply with a court or administrative order, maintaining Regulatory Filings of the Product; provided that the Disclosing receiving Party receives (A) as to subsection (i), provides the disclosing Party at least [***] prior written notice of such disclosure (and the right to review and comment on the proposed disclosure), provided, with respect to any disclosures proposed in accordance with SEC’s regulations, the disclosing Party shall provide the receiving Party a copy of the proposed redacted version of this Agreement and the corresponding draft letter to the SEC staff (“SEC Letter”) seeking confidentiality treatment, provided, further, that any provisions of such SEC Letter that do not relate to this Agreement may be redacted, (B) as to subsection (i) afford the Receiving disclosing Party takes all reasonable an opportunity to review and lawful actions to obtain comment on the confidential treatment for such required disclosure andrequired by the SEC or national securities exchange and use reasonable efforts to secure confidential treatment for such required disclosure, if possible(c) as to subsection (i) discloses only that portion of the Confidential Information that the receiving Party is legally required to disclose in the receiving Party’s legal counsel opinion and (D) as to subsections (ii) and (iii), the receiving Party provides reasonable advance notice to minimize the extent other Party where reasonably practicable and discloses only that portion of the Confidential Information that it is reasonably necessary to disclose for such disclosure. In addition, each purpose and maintain confidential treatment for the longest possible period.
(b) The receiving Party may disclose the terms Confidential Information of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains to its Affiliates, and their respective directors, officers, employees, subcontractors, sublicensees, consultants, attorneys, accountants, banks, acquirers and investors (collectively, “Recipients”) who have a signed need-to-know such information for purposes related to this Agreement, provided that the receiving Party shall hold such Recipients to written obligations of confidentiality agreement and non-use with such financial institution or Third Party with respect to such information, upon terms substantially similar to and conditions at least as restrictive as those contained set forth in this Section 10Agreement.
Appears in 1 contract
Samples: License and Commercialization Agreement (ACELYRIN, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required that such disclosure is:
(a) made in response to accomplish a valid order of a court of competent jurisdiction or other Governmental Authority or Regulatory Authority of competent jurisdiction or if, based on the purposes reasonable advice of this Agreement and only if the receiving Party’s outside legal counsel, such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to otherwise required by Applicable Law or the rules of a written obligation to hold in confidence and not make use securities exchange on which the securities of such information for the disclosing Party or any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own Affiliates are listed (or to ensure that such employeeswhich an application for listing has been submitted), agentsincluding by reason of filing with securities regulators or any securities exchange; provided, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event however, that, and only to the extent thatpermitted under Applicable Law, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or Governmental Authority order or as required by Applicable Law shall be limited to that information which is legally required to be disclosed in response to comply with applicable laws such court or regulations Governmental Authority order, as advised by outside counsel;
(b) made by or for regulatory filings to teston behalf of the receiving Party, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate (sub)licensees or are Sublicensees, as applicable, to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval to the extent consistent with this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
(c) made through by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, enforcing or defending a Patent in accordance with this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or
(d) (i) made by or on behalf of the receiving Party to any of its Representatives or (ii) made by or on behalf of the receiving Party or any of its Affiliates to any of its or their potential or actual investors, acquirers, lenders, licensors, (sub)licensees or contractors as may be necessary in connection with their evaluation of, exercise of rights under or performance under such potential or actual investment, acquisition or applicable transaction; provided, however, that, with respect to clauses (i) and (ii), such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less protective than the obligations of confidentiality and non-use of Program Technology as provided hereunder the receiving Party pursuant to this Clause 7 (such as disclosure CONFIDENTIALITY AND NON-DISCLOSURE) (provided, however, that, solely with respect to the United States Securities individuals and Exchange Commissionentities described in clause (ii), the United States Environmental Protection Agency, duration of confidentiality and non-use obligations need not exceed [**] from the United States Department date of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that may be [**] from the Receiving date of disclosure if such shorter duration is consistent with industry norms). Each Party takes all reasonable and lawful actions to obtain confidential treatment shall be responsible for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms any breach of this Agreement by any Person to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent which Confidential Information of the other Party has been disclosed by or on behalf of such Party pursuant to this clause (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10d).
Appears in 1 contract
Permitted Disclosures. Each party may disclose Confidential Information to the extent that such disclosure is:
(a) Made in response to a valid order of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, however, that the receiving party, if not legally prohibited, shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and/or documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in such response to such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving party;
(c) Made by the receiving party to (i) the regulatory authorities as required in connection with applications for regulatory approvals for the Licensed Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information or (ii) the United States Patent and Trademark Office or any equivalent agency or governmental authority outside the United States of America in connection with any filing, prosecution, divisions, continuations, continuations-in-part, reissues, re-examinations, renewals, substitutions, extensions or provisionals involving any patent application or issued patent;
(d) Made by the receiving party to third parties as may be disclosed necessary in connection with the development and commercialization of the Licensed Product as contemplated by this Agreement, including, without limitation, Sublicensing; provided, however, that the receiving party in question shall in each case obtain from the proposed third party recipient a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Article 4; or
(e) Made by the receiving party to employees, third parties regarding disclosure of the existence and terms of this Agreement under obligations of confidentiality (i) to agents, consultants advisors, lenders and actual investors, and (ii) to potential agents, advisors, lenders, purchasers (in mergers and acquisitions and/or licensing transactions), investors and other business partners, in connection with such Party’s activities hereunder, in connection with such Party’s financing activities or bona fide potential Sublicensees if in the process of the Receiving Party or its Affiliatesa mergers and acquisitions and/or licensing transaction, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10activities.
Appears in 1 contract
Samples: Exclusive Patent License Agreement (Ligand Pharmaceuticals Inc)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of received from the Receiving other Party or its Affiliates, but only to the extent reasonably that such disclosure is:
11.2.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving Party shall first have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided, further, that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
11.2.2. Made by the receiving Party to the Regulatory Authorities as required in connection with applicable laws any filing, application or regulations or request for regulatory filings Regulatory Approval; provided, however, that reasonable measures shall be taken to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, assure confidential treatment of such information; or
11.2.3. Made by Diversa the receiving Party or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure sublicensees to the United States Securities and Exchange Commissiontheir respective directors, the United States Environmental Protection Agencyemployees, the United States Department of Energycontractors, the United States Food and Drug Administration, or the United States Patent and Trademark Officeagents, or to their foreign equivalents)Third Parties as may be necessary or useful in connection with the Manufacture or other Exploitation of the Licensed Compound, the Licensed Product, or otherwise in connection with the performance of their obligations or exercise of their rights (including, with respect to comply with a court CanBas, its rights under Sections 6.2, 6.3or disclosures to its Affiliates and potential or administrative orderactual CanBas Licensees and CanBas Distributors, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possiblewith respect to Licensee, its rights under Section 6.1, 6.3, or disclosures to minimize the extent of such disclosure. In additionits Affiliates and potential or actual Sublicensees and Distributors) as contemplated by this Agreement, each Party may disclose the terms of this Agreement to lendersincluding (i) subcontracting and sublicensing transactions with licensees and sublicensees in connection therewith, (ii) permitted acquirers or assignees under Section 15.3, and (iii) investment bankers, investors, lenders, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either each case (clauses (i) upon the to (iii)) their respective directors, employees, contractors and agents; provided, however, that such disclosure may only be made to such Persons as are subject to written consent obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party set forth in this Section 10ARTICLE XI.
Appears in 1 contract
Samples: Exclusive License Agreement (Stemline Therapeutics Inc)
Permitted Disclosures. Each Party (and its Affiliates) may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliatesother Party, but only and Licensor may disclose the Licensed Know-How (each such Party, the "OBLIGATED PARTY"), to the extent reasonably that such disclosure is:
11.3.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the Obligated Party's legal counsel, such disclosure is otherwise required by law; PROVIDED, HOWEVER, that the Obligated Party shall first have given notice to accomplish the other Party and given the other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information (or Licensed Know-How) and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information (or Licensed Know-How) disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply with applicable laws such court or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, governmental order;
11.3.2 Made by Diversa the Obligated Party or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties Regulatory Authorities as required in connection with a potential bona fide merger any filing, application or acquisition transaction either (i) upon request for Regulatory Approvals; PROVIDED, HOWEVER, that reasonable measures shall be taken to assure confidential treatment of such information;
11.3.3 Made by the written consent Obligated Party or its Affiliates to its or their attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties as may be necessary or useful in connection with the Exploitation of the other Party Licensed Products or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; PROVIDED, HOWEVER, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information (or Licensed Know-How) substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11; or
11.3.4 Made by Licensor to Tulane in this Section 10order to satisfy its obligations under the Tulane License; PROVIDED, HOWEVER, that (a) Tulane shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information (or Licensed Know-How) as set forth in the Tulane License, (b) Licensor designates such Confidential Information (or Licensed Know-How) as confidential, and (c) Licensor shall not consent to disclosure of such Confidential Information (or Licensed Know-How) by Tulane unless Licensee provides its prior written consent to do so.
Appears in 1 contract
Samples: Development, Commercialization and License Agreement (Aeterna Zentaris Inc.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants Notwithstanding the foregoing confidentiality and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make non-use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In additionobligation, each Party may disclose the other Party’s Confidential Information:
(a) to its Affiliates or to its or their respective advisors and accountants strictly on a need-to-know basis, if such Affiliates, respective advisors and accountants and other permitted recipients are bound in writing by confidentiality and non-use obligations no less restrictive than the terms of this Agreement to lenders, investment bankersArticle 6 or have a fiduciary duty of confidentiality, and similar financial institutions solely for purposes of financing the business operations of provided such Party will be responsible for compliance of each such recipient with the confidentiality and non-use obligations set forth in this Article 6 and this Agreement; and
(b) to Third Parties the extent such disclosure is reasonably necessary in connection with:
(i) Prosecution and Maintenance of Patents as permitted by this Agreement;
(ii) prosecuting or defending litigation;
(iii) complying with Applicable Laws, governmental authorities and governmental regulations, stock exchange rules, court orders, and administrative subpoena or orders;
(iv) submitting information to regulatory authorities as required in connection with any regulatory filings for a potential bona fide merger product that such Party has a license or acquisition transaction either right to develop in a given country or jurisdiction;
(iv) complying with a valid order of a court of competent jurisdiction or other governmental entity;
(vi) for external audit purposes;
(vii) submitting information to tax authorities; or
(viii) upon the prior written consent of the disclosing Party. provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information in subclauses (i), (ii), (iii) or (v), it shall give reasonable advance notice (e.g. which will be sufficient to enable such other Party to apply for patent protection for inventions to be disclosed), to the extent possible, to such other Party of such disclosure and, shall cooperate with such other Party, at such other Party’s reasonable cost and expense, in any effort by such other Party to secure a protective order blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information, and will limit any disclosure to the minimum information that such Party reasonably determines is required to be disclosed.
(c) Notwithstanding anything to the contrary in this Agreement, either Party may disclose this Agreement and the other Party’s Confidential Information to the Party’s actual or potential financial investors, acquirers, and/or other financing (including debt) sources or to actual and/or potential collaborators, licensees or licensors to: (i) provide financing to, or monitor its or their investment in, the Party, (ii) if to assist the disclosing Party obtains a signed in evaluating the transactions contemplated or in fulfilling its obligations or exploiting its rights hereunder, or (iii) in connection with any tax, accounting, finance or other reasonable business purpose and, in each case (i) – (iii), who are, prior to receiving such disclosure, bound by written or professional confidentiality agreement with and non-use obligations for such financial institution or Third Party with respect to such information, upon terms purpose substantially similar to those contained in this Section 10herein (but of shorter duration if customary).
Appears in 1 contract
Permitted Disclosures. Each Party may disclose the other Party's --------------------- Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent such disclosure is reasonably necessary in: ***Confidential Treatment Requested
(a) filing, prosecuting and maintaining patent applications and patents as provided for under Article 5;
(b) prosecuting or defending litigation related to this Agreement or the subject matter thereof; or
(c) complying with applicable laws, governmental regulations (including those relating to product development and regulatory approval) or court orders; provided, however, if a Party is required to accomplish make any such disclosure of the purposes of other Party's Confidential Information under this Agreement and only if such employeesSection 7.2, agents, consultants and actual or potential bona fide Sublicensees the disclosing Party will give reasonable advance notice to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use the other Party of such information for any purpose other than those permitted by this Agreement. Each Party disclosure requirement and will use at least the same standard reasonable efforts to secure confidential treatment of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information as is required to be disclosed to comply disclosed;
(d) connection with applicable laws Incyte distribution of Incyte's information products that include some or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use all of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply Project Results in accordance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankersas long as Incyte first notifies Sequenom of any Sequenom Confidential Information that Incyte reasonably believes is necessary for disclosure for such distribution purpose, and similar financial institutions solely for purposes Sequenom consents, such consent not to be unreasonably withheld by Sequenom, provided however that such notice and consent requirement will not apply to the disclosure of financing the business operations of such Party and Project Results or Collaboration IP) or
(e) Sequenom 's contract services with third parties to Third Parties in connection with a potential bona fide merger or acquisition transaction either manufacture primers provided that (i) upon such services are solely for the written consent benefit of the other Party or Sequenom, (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect no intellectual property rights are transferred to such informationthird party provider, upon terms substantially similar and (iii) any transfer of isSNP Xxxxxxxx Xxxx shall be subject to obligations of confidentiality non-disclosure and non-use which are no less stringent than those contained in this Section 10Agreement without any further permitted disclosure.
Appears in 1 contract
Samples: Technology Access and Collaboration Agreement (Sequenom Inc)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
11.2.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; provided, however, that the receiving Party shall first have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
11.2.2 Made by the receiving Party to any Regulatory Authorities as required in connection with applicable laws any request for Regulatory Approval, any filing or regulations application (including (a) with respect to Licensee, disclosures to the U.S. Securities and Exchange Commission or other disclosures required of public companies under Applicable Law in the United States and (b) with respect to Licensor, any disclosures required of public companies under Applicable Law in Norway); provided, however, that prior notice of such disclosure shall be provided to the other Party and reasonable measures, to the extent available and after consultation with the other Party, shall be taken to assure confidential treatment of such information, including requests for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, redaction of confidential terms of this Agreement;
11.2.3 Made by Diversa either Party or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and sublicensees to Third Parties as may be necessary or useful in connection with a potential bona fide merger the Manufacture or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Compound, the Licensed Product (to the extent permitted or contemplated hereunder), Improvements thereto or otherwise in connection with the performance of its obligations or exercise of its rights (ii) if the disclosing Party obtains a signed including, with respect to Licensor, its rights under Section 2.2 as contemplated by this Agreement, including subcontracting and sublicensing transactions in connection therewith; provided, however, that such persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such informationConfidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11;
11.2.4 Made under confidentiality undertakings to any potential acquirer, upon terms substantially similar to those contained in this Section 10merger partner, or potential providers of equity or debt financing and their advisors.
Appears in 1 contract
Permitted Disclosures. Each Receiving Party may disclose Confidential Information may of the Disclosing Party to the extent that such disclosure is:
(i) made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to employees, agents, consultants and actual such court or bona fide potential Sublicensees governmental order;
(ii) made by or on behalf of the Receiving Party to the Regulatory Authorities as required in connection with any filing, application or its Affiliatesrequest for Regulatory Approval; provided, but only however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent reasonably required to accomplish the purposes practicable and consistent with Applicable Law;
(iii) made by or on behalf of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure andpotential or actual investors, if possibleacquirers, to minimize the extent of such disclosure. In additionmerger partners, each Party may disclose the terms of this Agreement to lenderssublicensees, investment bankers, and similar bankers or other financial institutions solely for purposes of financing the business operations of such Party and to Third Parties partners as may be necessary in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual transaction; provided, however, that such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 7 [***]. If the Receiving Party is [***], and that any representatives who receive such information will be informed of the sensitive and proprietary nature of the information and the need to maintain its secrecy and avoid inappropriate usage.
Appears in 1 contract
Permitted Disclosures. Confidential Information may be disclosed Notwithstanding anything to employeesthe contrary in this Agreement, agents, consultants and actual or bona fide potential Sublicensees the provisions of this Article 5 will not preclude the Receiving Party from disclosing Confidential Information pursuant to Section 5.1.3 or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed by the Receiving Party (i) in any filings made to comply with applicable laws the FDA or regulations or for other similar regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to authority in the United States Securities and Exchange Commissionor any other country, provided that such filings are directly related to the United States Environmental Protection AgencyInitial Development, the United States Department of Energy, the United States Food and Drug Administration, (ii) to defend or the United States Patent and Trademark Office, prosecute litigation or to their foreign equivalents), or to comply with governmental regulations, (iii) in connection with a valid order from a court or administrative orderother governmental authority or (iv) in compliance with Section 5.3, provided that in each such case, the Disclosing Party receives disclosing such information will disclose no more Confidential Information than is necessary and will provide the other Party with as much prior written notice of the pendency of any such disclosure and that the Receiving as is reasonably possible to allow such other Party takes all reasonable and lawful actions sufficient opportunity to obtain object to such disclosure or to exercise its rights to seek a protective order or request for confidential treatment for any such disclosure andConfidential Information. KHK and Medgenics each agree that they may provide Confidential Information received from the other Party only to their respective directors, if possibleofficers, employees, or permitted subcontractors under and in accordance with Section 2.6, collaborators and advisors, and to minimize the extent those of such disclosureParty’s Affiliates, who have a need to know for the purposes of the Initial Development and who are bound by confidentiality obligations at least as strict as this Article 5. In addition, each Party may disclose the terms of this Agreement (to the extent such terms are confidential) to its actual or prospective lenders, investment bankersinvestors, acquirers, licensees/sublicensees or strategic partners or to a Party’s accountants, attorneys and similar financial institutions solely for purposes of financing the business operations of other professional advisors; provided that such Party and disclosures will be subject to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed continued confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to obligations at least as strict as those contained in this Section 10Article 5. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Appears in 1 contract
Samples: Clinical Development and Option Agreement (Medgenics, Inc.)
Permitted Disclosures. Receiving Party may disclose the Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Disclosing Party in the following instances:
10.3.1 in order to comply with Applicable Law (including any securities law or its Affiliates, but only regulation or the rules of a securities exchange) or with a legal or administrative proceeding; provided that (a) to the extent reasonably required to accomplish the purposes of this Agreement and only if such employeeslegally permitted, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior gives written notice of such required disclosure to Disclosing Party prior to disclosing such Confidential Information and that (b) Disclosing Party shall have the opportunity to take appropriate measures to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law and Receiving Party takes all reasonable agrees to reasonably cooperate with the Disclosing Party in connection with such measures at Disclosing Party’s expense;
10.3.2 in connection with (a) prosecuting or defending litigation or (b) obtaining Regulatory Approval, making other regulatory filings and lawful actions communications, and filing, prosecuting, enforcing, and defending patent rights, in each case, in connection with Receiving Party’s rights and obligations pursuant to obtain confidential treatment for this Agreement; provided, however, that, where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any such disclosure sufficiently prior to making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed; and, if possible,
10.3.3 with respect to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, after having been reasonably redacted by the Receiving Party, to lendersthe extent such disclosure is reasonably required, to a bona fide potential licensee, investor, investment bankersbanker, acquirer, merger partner or other potential financial partner, and similar financial institutions solely for purposes their respective attorneys, professional advisors and agents; provided that each such Person to whom such information is to be disclosed is informed of financing the business operations confidential nature of such Party information and to Third Parties in connection with has entered into a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with the Party requiring such financial institution or Third Party with respect Person to keep such information, upon terms substantially similar to those contained in this Section 10information confidential.
Appears in 1 contract
Permitted Disclosures. Notwithstanding Section 8.1, each receiving Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving disclosing Party or its Affiliates, but only to the extent reasonably that such disclosure is:
(a) made on or behalf of Relief to any Governmental Authority or any Regulatory Authority as required in connection with the filing, application or request for Marketing Approval of the Product; provided, however, that reasonable measures shall be taken to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use assure confidential treatment of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent thatpracticable and consistent with applicable Law;
(b) made in response to a valid order of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such information disclosure is required to be disclosed to comply by applicable Law, including, without limitation, disclosure requirements with applicable laws or regulations or for regulatory filings to test, register the SIX Swiss Exchange (the “SIX”) and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange CommissionCommission (“SEC”), provided, however, that to the extent practicable and not otherwise prohibited by applicable Law, the United States Environmental Protection Agency, receiving Party shall first have given notice to the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such disclosing Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either given the disclosing Party (i) upon a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the written consent Confidential Information and documents that are subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the other Party or purposes for which the order was issued, and (ii) if a right to review and comment upon such disclosure, which comments shall be considered in good faith by the disclosing Party obtains a signed confidentiality agreement with receiving Party, and provided further that the Confidential Information disclosed in response to such financial institution court or Third Party with respect governmental order shall be limited to the information which is legally required to be disclosed in response to such court or governmental order;
(c) made by or on behalf of Relief as may reasonably be necessary for the purposes of the registration and pursuit of the Transferred IP, provided, however, that reasonable measures shall be taken to assure the confidential treatment of such information, upon terms substantially similar to those contained the extent such protection is available; or
(d) made in this Section 10confidence by the receiving party to its or its Affiliates’ attorneys, auditors, advisers, consultants, or contractors who have a reasonable need to know.
Appears in 1 contract
Samples: Asset Purchase Agreement (Relief Therapeutics Holding SA)
Permitted Disclosures. The Receiving Party may disclose Confidential Information may of the Disclosing Party to the extent that such disclosure is:
8.2.1 made in response to a valid order of a court of competent jurisdiction or other governmental authority of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party (to the extent permitted by Applicable Law) and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be disclosed held in confidence by such court or body or, if disclosed, be used only for the purposes for which the order was issued;
8.2.2 reasonably necessary in connection with any submission to employeesor other communication with any Regulatory Authority, agentsinstitutional review board or ethics committee relating to the Gilead Arm, consultants the Combination Therapy or the Receiving Party’s Compound (other than for the Restricted Purpose); provided, however, that the Receiving Party shall take reasonable measures to assure confidential treatment of such information, to the extent such protection is available; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and actual would likely cause competitive harm to the registrant if publicly disclosed.
8.2.3 made pursuant to (a) a public announcement concerning the existence or bona fide potential Sublicensees terms of this Agreement that is made in accordance with Section 8.3 or (b) a publication or public presentation of Clinical Data or Sample Analysis Results that is published or presented in accordance with Section 10.2;
8.2.4 subject to the Disclosing Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, to a patent authority for purposes of filing or prosecuting Project Patents in a manner consistent with Section 9.2;
8.2.5 to (a) any Affiliate of the Receiving Party or any of its Affiliatesor their employees or contractors, but only (b) any Gilead Arm sites or investigators, or (c) with the Disclosing Party’s prior written consent (provided, however, that after the first publication of Clinical Data within Joint Project IP in accordance with Section 10.2, such prior written consent shall not be required for disclosure under this clause (c) of Confidential Information of the Disclosing Party consisting of Clinical Data within Joint Project IP (for clarity, even if such Clinical Data was not included in such first publication)), any actual or prospective licensor, licensee or other collaborator of the Receiving Party or any of its Affiliates in connection with the evaluation of or performance under any agreement or potential agreement between the Receiving Party or its applicable Affiliate and such actual or prospective licensor, licensee or other collaborator; provided, however, that in each case ((a), (b) and (c)), (i) without limiting clause (ii) below, such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the extent reasonably required to accomplish the purposes obligations of this Agreement confidentiality and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized non-use of the Confidential Information. The Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party shall be permitted responsible to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice for any unauthorized use or disclosure of such disclosure and that Confidential Information by any such Person; and
8.2.6 to any actual or prospective underwriter, investor, lender, merger partner or acquirer of the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure andParty, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties as reasonably necessary in connection with a any actual or potential bona fide investment, merger or acquisition transaction either transaction; provided, however, that (i) upon the written consent of the other Party or without limiting clause (ii) if the disclosing Party obtains a signed below, such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information that are substantially similar to those contained in the obligations of confidentiality and non-use of the Receiving Party under this Section 10ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of such Confidential Information by any such Person.
Appears in 1 contract
Samples: Clinical Study Collaboration and Supply Agreement (IDEAYA Biosciences, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may to the extent that such disclosure is:
7.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to employees, agents, consultants and actual such court or bona fide potential Sublicensees governmental order;
7.2.2. made by or on behalf of the Receiving Party to the Regulatory Authorities as required in connection with any filing, application or its Affiliatesrequest for Regulatory Approval; provided, but only however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
7.2.3. made by or on behalf of the receiving Party to a patent authority as may be reasonably required to accomplish the necessary or useful for purposes of this Agreement and only if such employeesobtaining or enforcing a Patent pursuant to Article 6; provided, agentshowever, consultants and actual or potential bona fide Sublicensees that reasonable measures shall be taken to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use assure confidential treatment of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employeesinformation, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information protection is required to be disclosed to comply with applicable laws available;
7.2.4. made by or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use on behalf of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure andpotential or actual acquirers, if possibleinvestor or licensees, to minimize the extent sublicensee of such disclosure. In addition, each Party one or more Licensed Products or Derived Products as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties be necessary in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual transaction; provided, however, that such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7 (Confidentiality and Non-Disclosure) (provided that in the case of disclosure to investors, the duration of confidentiality and non-use obligations may be shorter but no less than [***] years from the date of disclosure); or
7.2.5. made by or on behalf of the Receiving Party to the Receiving Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the Receiving Party; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 7 (Confidentiality and Non-Disclosure).
Appears in 1 contract
Samples: License Agreement (Genelux Corp)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving other Party or its Affiliates, but only to the extent reasonably required that such disclosure is:
10.3.1. made in response to accomplish a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction or, if in the purposes advice of this Agreement and only if the receiving Party’s legal counsel, such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose otherwise required by law (other than those permitted by this Agreement. Each Party will use at least the same standard reason of care as it uses to protect proprietary or confidential information of its own to ensure that such employeesfiling with securities regulators, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party which shall be permitted to disclose Confidential Information in the event that, and only governed by Section 10.5); provided that to the extent thatpracticable under the circumstances, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such information is order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be disclosed be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued or such disclosure was required by law; and provided, further, that the Confidential Information disclosed in response to comply such court or governmental order or as required by law shall be limited to the information that is legally required to be disclosed in response to such court or governmental order or by such law;
10.3.2. made in order to prosecute or defend litigation;
10.3.3. with applicable laws respect to Xxxxx’s disclosure of Xxxxxx’s Confidential Information related to [**], necessary in connection with (a) the use of any permitted subcontractors for the performance of the Combination Arm; provided that such subcontractors shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use set forth in this Article 10 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [**] from the date of disclosure) or regulations (b) any submission to or other communication with any Regulatory Authority, institutional review board or other ethics committee relating to the Combination Arm or the Combination Therapy; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
10.3.4. necessary for regulatory filings the purpose of evaluating or carrying out an actual or potential investment, acquisition, debt transaction or royalty financing transaction, including to testexisting or potential investors, register financing sources, underwriters or acquirers (including in connection with any royalty financing transaction); provided that such Persons (including such investors, financing sources, underwriters or acquirers) shall be subject to obligations of confidentiality and sell Syngenta Products non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and Diversa Products non-use set forth in this Article 10 (with a duration of confidentiality and any other products sold non-use obligations as appropriate that is no less than [**] from the date of disclosure);
10.3.5. made by or licensed, or developed for sale or license, by Diversa on behalf of Gilead or its Affiliates or its or their Sublicensees which incorporate as may be necessary or are made through reasonably useful in connection with the Exploitation of the IL-12 Molecules, the IL-12 Products (including in connection with any filing, application or request for Regulatory Approval by or on behalf of Gilead or any of its Affiliates or its or their Sublicensees) or otherwise in connection with the performance of its obligations or exercise of Gilead’s rights as contemplated by this Agreement, including to existing or potential vendors, service providers, contractors, distributors, (sub)licensees or collaboration partners; provided that such vendors, service providers, contractors, distributors, (sub)licensees or collaboration partners shall be subject to obligations of confidentiality and non-use of Program Technology as provided hereunder (with respect to such as disclosure Confidential Information substantially similar to the United States Securities obligations of confidentiality and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply non-use set forth in this Article 10 (with a court duration of confidentiality and non-use obligations as appropriate that is no less than [**] from the date of disclosure);
10.3.6. made by or administrative order, provided that on behalf of the Disclosing receiving Party receives prior written notice to a patent authority as may be necessary or reasonably useful for purposes of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose obtaining or enforcing a Patent in accordance with the terms of this Agreement Agreement; provided, however, that reasonable measures shall be taken to lenders, investment bankers, and similar financial institutions solely for purposes assure confidential treatment of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained the extent such protection is available; or
10.3.7. made by or on behalf of Gilead in this accordance with Section 103.4.2(c).
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed furnished or otherwise made known to employeesit, agentsdirectly or indirectly, consultants and actual or bona fide potential Sublicensees of by the Receiving other Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.2.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party's legal counsel, and only to the extent that, such information is required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supranational, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.3); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [*****]' notice) to the disclosing Party and (other than with regard to disclosures to comply with applicable laws securities law, which disclosures are covered in Section 9.3 below) give the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). In the event that no such protective order or other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administrationremedy is obtained, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply disclosing Party waives compliance with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to lendersbe disclosed;
9.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, investment bankers, application or request for Marketing Approval in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and similar financial institutions solely consistent with Applicable Law;
9.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of financing preparing, obtaining, defending or enforcing a Patent Right in accordance with the business operations terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Party and Confidential Information, to Third Parties in connection with a potential bona fide merger the extent such protection is available;
9.2.4 made by or acquisition transaction either (i) upon the written consent on behalf of the other receiving Party to its or (ii) if the disclosing Party obtains a signed its Affiliates' officers, directors, employees, consultants, advisors, contractors, subcontractors, in each case, as reasonably necessary or useful to perform its obligations or to exercise its rights under this Agreement, and who are subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such informationConfidential Information no less stringent than the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided, upon terms however, that each Party shall remain responsible for any failure by any of the foregoing Persons to treat such Confidential Information as required under this Article 9 as if such Persons were parties directly bound to the requirements of this Article 9; or
9.2.5 made by the receiving Party or its Affiliates to (a) potential or actual investors, licensees, sublicensees, assignees or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, license, sublicense, assignment, or acquisition, as applicable, and (b) licensors, licensees or sublicensees, to the extent necessary to comply with its obligations to such licensors, licensees or sublicensees, as applicable; provided that in each case of (a) and (b), (x) such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 9, and (y) each Party shall remain responsible for any failure by any of the foregoing Persons to treat such Confidential Information as required under this Article 9 as if such Persons were parties directly bound to the requirements of this Article 9.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
9.2.1 in the reasonable opinion of the receiving Party’s (or in the event F-star is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’s) legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.3)); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.2.2 made by or on behalf of the receiving Party or their licensees or sub-licensees to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party to a Patent authority as may be disclosed reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent; provided, that reasonable measures shall be taken to employeesassure confidential treatment of such Confidential Information, agentsto the extent such protection is available;
9.2.4 made to its or its Affiliates’, consultants financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 9;
9.2.5 made by the receiving Party or its Affiliates to potential or actual investors, acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of a potential or bona fide potential Sublicensees actual investment in or acquisition of the Receiving receiving Party or its Affiliates; provided, but only that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the extent reasonably required to accomplish the purposes obligations of this Agreement confidentiality and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized non-use of the Confidential Information. The Receiving receiving Party shall be permitted pursuant to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, this ARTICLE 9;
9.2.6 made by Diversa Gamma or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, Sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger the Exploitation of any mAb2, the Licensed Products, or acquisition transaction either (i) upon otherwise in connection with the written consent performance of the other Party its obligations or (ii) if the disclosing Party obtains a signed exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or
9.2.7 made by F-star, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be necessary in assisting with F-star’s activities contemplated by this Section 10Agreement (including in relation to the exercise of the rights granted to F-star in Sections 6.2 or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Gamma substantially similar to the obligations of confidentiality and nonuse of F-star pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the like).
Appears in 1 contract
Samples: Gamma Ip Licence Agreement (Denali Therapeutics Inc.)
Permitted Disclosures. The Receiving Party shall be entitled to disclose Confidential Information may be disclosed to employees, agents, consultants and actual the extent that it is required to do so by applicable law or bona fide potential Sublicensees by order of a court or other public body that has jurisdiction over the Receiving Party. the Receiving Party may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know the Confidential Information for the Purpose, provided that: it informs these Representatives of the confidential nature of the Confidential Information before disclosure and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties; and at all times, it is responsible and liable for these Representatives' compliance with the obligations set out in this agreement. Before making a disclosure pursuant to Clause 3.1 (or its AffiliatesClause 3.2 in the case of the Authority), but only the Receiving Party shall at the earliest opportunity and, to the extent reasonably required that is legally permitted to accomplish do so: notify the purposes Disclosing Party in writing of the proposed disclosure; and ask the court or other public body to treat the Confidential Information as confidential. Where notice of disclosure under 3.4: is legally permitted, the Receiving Party shall take into account the reasonable requests of the Disclosing Party in relation to the proposed disclosure; or is prohibited, the Receiving Party shall notify the Disclosing Party of the disclosure as soon as possible following the disclosure when it is legally able to do so. The Organisation acknowledges and agrees that: the Authority may be subject to the requirements of the Freedom of Information Xxx 0000 (FOIA) and the Environmental Information Regulations 2006 and shall assist and cooperate with the Authority to enable the Authority to comply with any Information disclosure obligations; the Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom any other agreement whether any Confidential Information or any other information is exempt from disclosure is to be made are subject in accordance with the provisions of the FOIA or the Environmental Information Regulations; in no event shall the Organisation respond directly to a written obligation Request for Information unless expressly authorised to hold do so by the Authority; The Organisation acknowledges that the Authority may, acting in confidence accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Xxx 0000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose the Confidential Information in certain circumstances without consulting the Organisation; or following consultation with the Organisation and not make use having taken its views into account; provided always that where this clause 4.1.4 (Authority rights and obligations) applies the Authority shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Organisation advance notice, or failing that, to draw the disclosure to the Organisation's attention after any such information for disclosure; and the Authority may disclose any purpose other than those permitted by this Agreement. Each Party will use at least of the same standard Confidential Information to another Government Body provided that the Authority informs the recipient Government Body of care as it uses to protect proprietary or the confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use nature of the Confidential Information. The Disclosing Party may serve a notice (an “Information Return Notice”) on the Receiving Party shall be permitted at any time under this Clause 5.1. An Information Return Notice must specify whether it relates to disclose (i) all Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, provided by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of which is protected by this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if only specified Information or categories of Confidential Information so protected (in either case, the disclosing “Specified Scope”). On receipt of an Information Return Notice, the Receiving Party obtains a signed confidentiality agreement with shall: at the Disclosing Party’s option, securely destroy or return and provide to the Disclosing Party documents and other tangible materials that contain any of the Confidential Information within the Specified Scope, including in any case all copies of the relevant documents and other materials made by the Receiving Party; ensure, so far as reasonably practicable, that all Confidential Information within the Specified Scope that is held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device containing such financial institution Confidential Information; and make no further use of any Confidential Information which falls within the Specified Scope. Following any destruction or Third return of Confidential Information to the Disclosing Party with respect pursuant to Clause 5.1, the Receiving Party’s remaining obligations under this Agreement (including in relation to any Confidential Information which falls outside the Specified Scope) shall otherwise continue in force until such information, upon terms substantially similar time as the Confidential Information ceases to those contained in this Section 10be confidential.
Appears in 1 contract
Samples: Non Disclosure Agreement (Mutual)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval of a Licensed Product in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be necessary or reasonably useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and - 52 – non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9;
9.3.6 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Compound, the Licensed Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of AbbVie pursuant to this Article 9; or
9.3.7 made by Harpoon or its Affiliates after receiving advanced approval from AbbVie, to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties as may be necessary or useful in connection with the performance of their obligations or exercise of their rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Harpoon pursuant to this Article 9; provided, further, that the advanced approval requirement set forth in this Section 109.3.7 shall not apply to Third Party Providers approved by AbbVie pursuant to Section 3.7.
Appears in 1 contract
Samples: Development and Option Agreement (Harpoon Therapeutics, Inc.)
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; provided, however, that the receiving Party shall first have given notice to accomplish the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement and only if such employeesfor which the order was issued;
10.2.2 made by the receiving Party to any Regulatory Authorities as required in connection with any request for Regulatory Approval, agentsprovided, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure however, that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure shall be provided to the other Party and that reasonable measures, to the Receiving Party takes all reasonable extent available and lawful actions after consultation with the other Party, shall be taken to obtain assure confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In additioninformation, each Party may disclose the including requests for redaction of confidential terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Agreement;
10.2.3 made by either Party and or its Affiliates to Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Product (to the extent permitted or (iicontemplated hereunder) if or otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement, including subcontracting transactions in connection therewith; provided, however, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such informationConfidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10; or
10.2.4 made under confidentiality undertakings to any potential acquirer, upon terms substantially similar merger partner, or potential providers of equity or debt financing and their advisors, provided that such Persons shall be subject to those contained in obligations of confidentiality and non-use with respect to such Confidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section Article 10.
10.2.5 made to a Patent Office in connection with the pursuit of patent protection over an Improvement;
Appears in 1 contract
Samples: Exclusive License Agreement (Vascular Biogenics Ltd.)
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
8.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
8.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval made by or on behalf of a Party or any of its Affiliates or sublicenses (including Sublicensees) consistent with the terms and conditions of this Agreement (which filing, application or request by or on behalf of Licensee, its Affiliates or Sublicensees shall be solely to a Regulatory Authority in the Territory); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
8.2.3 subject to Section 7.3 (Enforcement and Defense of Patents), made by or on behalf of the receiving Party to a patent authority as may be disclosed reasonably necessary or useful for purposes of obtaining or enforcing a Patent in a manner consistent with the terms of this Agreement; provided, however, that reasonable measures shall be taken to employeesassure confidential treatment of such information, agents, consultants and to the extent such protection is available;
8.2.4 made by or on behalf of the receiving Party to (i) actual or bona fide potential Sublicensees investors or acquirers or other Third Party transactional parties (and to each of the Receiving Party or its Affiliatestheir respective bankers, but only to the extent reasonably required to accomplish the purposes of this Agreement lawyers, accountants and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties be necessary in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party actual investment or acquisition, or (ii) if its actual or bona fide potential (sub)licensees, subcontractors, contract research organizations, academic collaborators or other similar Third Parties (and to each of their respective bankers, lawyers, accountants and agents) as may be necessary in connection with the disclosing Party obtains a signed exercise of such Party’s rights hereunder; provided, however, that such Third Parties shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 108.2 (Permitted Disclosures) (with a duration of confidentiality and non-use obligations as appropriate that is no less than five years from the date of disclosure); or
8.2.5 made by or on behalf of the receiving Party in accordance with Section 8.7 (Scientific Publications).
Appears in 1 contract
Samples: Research and License Agreement (Akebia Therapeutics, Inc.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of In the Receiving event that either Party or its Affiliates or any of its or its Affiliates’ Representatives or Financing Sources are requested by a governmental or regulatory or self-regulatory authority or required by applicable Law, but only regulation or legal process (including the regulations of a stock exchange or governmental or regulatory or self-regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, such Party shall promptly, to the extent permitted by Law, notify the disclosing Party in writing of such request or requirement so that the disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the disclosing Party seeks such an order or other remedy, the receiving Party will provide such cooperation, at the disclosing party’s expense, as the disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the receiving Party or its Affiliates or its or its Affiliates’ Representatives or Financing Sources are, in the view of their respective counsel (which may include their respective internal counsel), legally required to accomplish disclose Confidential Information, the purposes receiving Party or its Affiliates or its or its Affiliates’ Representatives or Financing Sources, as the case may be, shall only disclose that portion of this Agreement the Confidential Information that their respective counsel advises that the receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and only if such employeeswill exercise commercially reasonable efforts, agentsat the disclosing Party ‘s expense, consultants and actual or potential bona fide Sublicensees to whom disclosure obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is to be made are subject to a written obligation to hold in confidence and not make use of such information for being disclosed. In any purpose other than those permitted by this Agreement. Each event, the receiving Party will use at least not oppose action by the same standard of care as it uses disclosing Party to protect proprietary obtain an appropriate protective order or other reliable assurance that confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of treatment will be accorded the Confidential Information. The Receiving Notwithstanding the foregoing, notice to the disclosing Party shall not be permitted required where disclosure is made (i) in response to disclose Confidential Information in a request by a governmental or regulatory authority having competent jurisdiction over the event thatreceiving Party, and only to the extent that, such information is required to be disclosed to comply with applicable laws its Affiliates or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa its or its Affiliates ‘ Representatives or Sublicensees which incorporate or are made through use of Program Technology Financing Sources, as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administrationcase may be, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties (ii) in connection with a potential bona fide merger routine examination by a regulatory or acquisition transaction either (i) upon self-regulatory examiner, where in each case such request or examination does not expressly reference the written consent disclosing Party, its Affiliates, the Receivables or this Agreement. Nothing provided herein limits any Party ‘s use or disclosure of its own Confidential Information if such Confidential Information is not also Confidential Information of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10Party.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent that such disclosure is:
7.2.1. to Third Parties and Affiliates as necessary, as reasonably required to accomplish determined by the purposes receiving Party, for the performance of the receiving Party’s obligations under this Agreement and only if Agreement; provided, however, that any such employees, agents, consultants and actual Third Party or potential bona fide Sublicensees to whom disclosure is to Affiliate must be made are subject to a written obligation obligations of confidentiality and non-use with respect to hold in confidence such Confidential Information substantially similar to the obligations of confidentiality and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized non-use of the receiving Party pursuant to this Article 7;
7.2.2. to the professional advisers (including accountants, counsel, consultants, employees and agents) of a Party; provided, however, that those advisers must be subject to obligations of confidentiality and non-use with respect to such Confidential InformationInformation substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7;
7.2.3. The Receiving made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted); provided, however, that the receiving Party shall be permitted first have given notice to disclose the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the event thatpurposes for which the order was issued; and provided, and only further, that the Confidential Information disclosed in response to the extent that, such court or governmental order shall be limited to that information which is legally required to be disclosed in response to comply with applicable laws such court or regulations governmental order;
7.2.4. made by or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use on behalf of Program Technology as provided hereunder (such as disclosure the receiving Party to the United States Securities and Exchange CommissionRegulatory Authorities as required in connection with any filing, the United States Environmental Protection Agencyapplication or request for Regulatory Approval; provided, the United States Department of Energyhowever, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or that reasonable measures shall be taken to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice assure confidential treatment of such disclosure and that the Receiving Party takes all reasonable and lawful actions information to obtain confidential treatment for such disclosure and, if possible, to minimize the extent practicable and consistent with Applicable Law;
7.2.5. made by or on behalf of such disclosure. In addition, each the receiving Party to a patent authority as may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely be reasonably necessary or useful for purposes of financing the business operations obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;
7.2.6. made by or on behalf of the receiving Party and to Third Parties potential or actual investors or acquirers as may be necessary in connection with a their evaluation of such potential bona fide merger or acquisition transaction either (i) upon the written consent actual investment or acquisition; provided, however, that such persons shall be subject to obligations of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10Article 7 (which confidentiality and non-use obligations shall subsist for a period that is either: (a) consistent with the period for which the receiving Party’s confidentiality and non-use obligations subsist under this Article 7; or (b) a minimum of [***] ([***]) months from the date of disclosure; provided, further, that the disclosure of such Confidential Information to a potential or actual investor or acquirer is subject to a customary return or destroy provision, which the receiving Party agrees to enforce to protect any disclosed Confidential Information); or
7.2.7. made with the other Party’s prior written approval. Notwithstanding the foregoing, the Licensee shall not, and shall cause its Affiliates not to, disclose any Eisai Trade Secrets to any Third Party without the prior written consent of Eisai, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above:
(i) Inverness may disclose Confidential Information if and to the extent that Biosite consents in writing to Inverness’ disclosure thereof;
(ii) subject to section 5(b) below, Inverness may be disclosed disclose Confidential Information to employees, agents, consultants and actual or bona fide potential Sublicensees any Representative of the Receiving Party or its AffiliatesInverness, but only to the extent reasonably required such Representative: (A) needs to accomplish know such Confidential Information for the purposes purpose of helping Inverness evaluate or negotiate a possible negotiated transaction between the Parties; and (B) has been informed of the obligations set forth in this Agreement and only if such employees, agents, consultants has agreed to abide and actual or potential bona fide Sublicensees to whom disclosure is to be made are bound by the provisions hereof; and
(iii) subject to section 5(c) below, Inverness may disclose Confidential Information to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process.
(b) If Biosite delivers to Inverness a written obligation notice stating that certain Confidential Information may be disclosed only to hold specified Representatives of Inverness, then, notwithstanding anything to the contrary contained in confidence and section 5(a)(ii) above, Inverness shall not make use thereafter disclose or permit the disclosure of any of such information for Confidential Information to any purpose other than those permitted Representative of Inverness.
(c) If Inverness or any of Inverness’ Representatives is required by this Agreementapplicable law or governmental regulation or by subpoena or other valid legal process to disclose any Confidential Information to any Person, then Inverness will promptly provide Biosite with written notice of the applicable law, regulation or process so that Biosite may seek a protective order or other appropriate remedy. Each Party Inverness and its Representatives will use at least reasonable efforts to cooperate with Biosite and Biosite’s Representatives in any attempt by Biosite to obtain any such protective order or other remedy. If Biosite elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that Inverness disclose Confidential Information, and if Inverness has been advised by its internal counsel or other reputable external legal counsel confirming that the same standard disclosure of care as it uses such Confidential Information is legally required, then Inverness may disclose such Confidential Information to protect proprietary or confidential information of the extent legally required; provided, however, that Inverness and its own Representatives will use their reasonable efforts to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only is treated confidentially by each Person to the extent that, such information whom it is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10disclosed.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:
8.4.1. made in response to a valid order of a court of competent jurisdiction or other Regulatory Authority of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;
8.4.2. made by or on behalf of the receiving Party to Regulatory Authorities as required in connection with any filing, application or request for Regulatory Marketing Approval or activities in support thereof; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;
8.4.3. made by or on behalf of the receiving Party to a patent authority as may be disclosed reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to employeesassure confidential treatment of such information, agentsto the extent such protection is available; or
8.4.4. made by the receiving Party to its or their attorneys, consultants and actual auditors, advisors, consultants, contractors, manufacturers, suppliers, existing or bona fide potential Sublicensees prospective collaboration partners, licensees, sublicensees, lenders, investors or acquirers, or other Third Parties as may be necessary or useful in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement or (in the Receiving case of Salix) the License Agreement or its enforcement of rights or pursuit of claims, whether under this Agreement or the License Agreement or not, against the other Party or its Affiliates; provided, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employeeshowever, agents, consultants and actual or potential bona fide Sublicensees that any person to whom disclosure is to be made are pursuant to this Section 8.4.4 shall prior to such disclosure be subject to a written obligation to hold in confidence obligations of confidentiality and not make non-use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms Confidential Information substantially similar to those contained in the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10ARTICLE 8.
Appears in 1 contract
Permitted Disclosures. The receiving Party may disclose disclosing Party’s Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use disclosure is:
9.3.1 in the reasonable opinion of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event thatreceiving Party’s legal counsel, and only to the extent that, such information is required to be disclosed pursuant to comply law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction, (including by reason of filing with applicable laws securities regulators, but subject to Section 9.5)); provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least […***…] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or regulations to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any the purposes for which the order was issued). If no protective order or other products sold or licensedremedy is obtained, or developed the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;
9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for sale Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;
9.3.3 made by or licenseon behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;
9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided, that the receiving Party shall remain responsible for any failure by Diversa such financial and legal advisors, to treat such Confidential Information as required under this Article;
9.3.5 made by AbbVie or its Affiliates or Sublicensees which incorporate to its or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commissiontheir advisors, the United States Environmental Protection Agencyconsultants, the United States Department of Energyclinicians, the United States Food and Drug Administrationvendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to other Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party Licensed Compound, the Licensed Products, or (ii) if otherwise in connection with the disclosing Party obtains a signed performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality agreement with such financial institution or Third Party and non-use with respect to such information, upon terms Confidential Information substantially similar to those contained the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors);
9.3.6 made by Ablynx or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Ablynx’s activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Ablynx pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] from the date of disclosure); or
9.3.7 as provided for in Section 1010.2.18.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed of the other Party to employeesthe extent that such disclosure is:
(a) made in response to a valid order of a court of competent jurisdiction or other competent authority; provided however, agents, consultants and actual or bona fide potential Sublicensees of that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash any such order or obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the purpose for which the order was issued; and provided further, that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information that is legally required to be disclosed in response to such court or governmental order;
(b) made by a Party or its Affiliatesrespective Affiliates or sublicensees to a Health Authority as may be necessary or useful in connection with any filing, but only application or request for a Health Registration Approval as permitted under this Agreement or any Ancillary Agreement; provided however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent reasonably required such protection is available;
(c) made by a Party to accomplish the a patent authority as may be necessary or useful for purposes of this Agreement obtaining or enforcing a Patent (consistent with the terms and only if conditions of Article 13 through 15); provided however, that reasonable measures shall be taken to assure confidential treatment of such employeesinformation, agents, consultants to the extent such protection is available; or ***Text Omitted and actual or potential bona fide Sublicensees to whom disclosure is Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
(d) otherwise required by law to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each disclosed; provided however, that if either Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted is required to disclose Confidential Information in of the event thatother Party, the Party required to make the disclosure shall (i) provide to the other Party reasonable advance notice of and only an opportunity to comment on any such required disclosure, (ii) if requested by the other Party, seek confidential treatment with respect to any such disclosure to the extent that, such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankersavailable, and similar financial institutions solely for purposes of financing (iii) use good faith efforts to incorporate the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent comments of the other Party in any such disclosure or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10request for confidential treatment.
Appears in 1 contract
Samples: Collaboration and License Agreement (Nektar Therapeutics)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information may be disclosed to employeesit by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, agentsfederal, consultants national, regional, state, provincial and actual local governmental or bona fide potential Sublicensees regulatory body of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law or the requirements of a national securities exchange or other similar regulatory body; provided that the Receiving Party or its Affiliatesshall first have given notice, but only to the extent reasonably required legally permitted, to accomplish the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted to disclose Confidential Information in the event that, and only limited to the extent that, such information that is legally required to be disclosed in response to comply such court or governmental order; Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange CommissionCommission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that as amended.
9.2.2 made by the Receiving Party takes all to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval; provided that reasonable and lawful actions measures shall be taken to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In additioninformation;
9.2.3 made by the Receiving Party as necessary to file or prosecute Patent applications pursuant to Section 7.1.1 or Section 7.2.1, each Party may disclose the terms of as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement Agreement; provided that reasonable measures shall be taken to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations obtain confidential treatment of such information; or
9.2.4 made by the Receiving Party and to Third Parties advisors, actual or prospective acquirers, merger candidates, actual or prospective investors or funding sources or actual or prospective Sublicensees (with respect to X4 as the Receiving Party), or, with respect to Genzyme as the Receiving Party, investors in connection with a potential bona fide merger or acquisition transaction either Monetization (and to its and their respective Affiliates, representatives and financing sources); provided that (a) each such Third Party signs an agreement that contains obligations that are substantially similar to the Receiving Party’s obligations hereunder except that the obligations under such agreement may terminate five years after disclosure of the relevant information, and (b) each such Third Party to whom information is disclosed shall (i) upon the written consent be subject to reasonable obligations of the other Party or confidentiality, (ii) if be informed of the disclosing Party obtains a signed confidentiality agreement with confidential nature of the Confidential Information so disclosed, and (iii) agree to hold such financial institution or Third Party with respect Confidential Information subject to such information, upon the terms substantially similar to those contained in this Section 10thereof.
Appears in 1 contract
Samples: License Agreement (Arsanis, Inc.)
Permitted Disclosures. Each Receiving Party may disclose Confidential Information may be disclosed to employeesit by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
9.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, agentsfederal, consultants national, regional, state, provincial and actual local governmental or bona fide potential Sublicensees regulatory body of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law or the requirements of a national securities exchange or other similar regulatory body; provided that the Receiving Party or its Affiliatesshall first have given notice, but only to the extent reasonably required legally permitted, to accomplish the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted to disclose Confidential Information in the event that, and only limited to the extent that, such information that is legally required to be disclosed in response to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative governmental order, provided that the Disclosing Party receives prior written notice of such disclosure and that ;
9.2.2 made by the Receiving Party takes all to a Regulatory Authority as required in connection with any filing, application or request for Regulatory Approval; provided that reasonable and lawful actions measures shall be taken to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In additioninformation;
9.2.3 made by the Receiving Party as necessary to file or prosecute Patent applications pursuant to Section 7.2.1 or Section 7.2.2, each Party may disclose the terms of as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement Agreement; provided that reasonable measures shall be taken to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations obtain confidential treatment of such information;
9.2.4 made by the Receiving Party and to Third Parties actual or prospective acquirers, merger candidates, investors, Sublicensees, consultants, agents, subcontractors or, with respect to Sanofi as the Receiving Party, investors in connection with a potential bona fide merger or acquisition transaction either Monetization (and to its and their respective Affiliates, representatives and financing sources); provided that (a) each such Third Party signs an agreement that contains obligations that are substantially similar to the Receiving Party’s obligations hereunder (except that the obligations under such agreement may terminate [*] after disclosure of the relevant information), and (b) each such Third Party to whom information is disclosed shall (i) upon the written consent be subject to reasonable obligations of the other Party or confidentiality, (ii) if be informed of the disclosing Party obtains a signed confidentiality agreement with confidential nature of the Confidential Information so disclosed, and (iii) agree to hold such financial institution or Third Party with respect Confidential Information subject to such information, upon the terms substantially similar to those contained in this Section 10thereof.
Appears in 1 contract
Samples: License Agreement (Zai Lab LTD)
Permitted Disclosures. Each party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably that such disclosure is:
(a) Made in response to a valid order of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, however, that the -------- ------- receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and/or documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective -------- ------- order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to accomplish be disclosed in such response to such court or governmental order;
(b) Otherwise required by law, in the purposes opinion of legal counsel to the receiving party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing party, which shall be provided to the disclosing party at least two (2) business days prior to the receiving party's disclosure of the Confidential Information pursuant to this Agreement and only if such employeesSection 6.2(b);
(c) Made by the receiving party to the Regulatory Authorities as required in connection with applications for Regulatory Approvals for the Licensed Compound or the Licensed Product or any Improvements thereof; provided, agents-------- however, consultants and actual or potential bona fide Sublicensees that reasonable measures shall be taken to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use assure confidential ------- treatment of such information for any purpose other than those permitted information; or
(d) Made by the receiving party to Third Parties as may be necessary in connection with the development and commercialization of the Licensed Compound or the Licensed Product as contemplated by this Agreement. Each , including, without limitation, subcontracting and sublicensing transactions in connection therewith; provided, however, that the receiving party in question shall in each -------- ------- case obtain from the proposed Third Party will use at least recipient a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Article VI; provided further that, notwithstanding anything to -------- ------- the same standard contrary in this Article VI, Myriad shall have the right to disclose any Regulatory Documentation relating to the Licensed Compound or the Licensed Product to qualified medical professionals for the purpose of care as it uses advertising and promotion and conducting medical education initiatives reasonably designed to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use increase Net Sales of the Confidential Information. The Receiving Party Licensed Product and; provided further that Licensor -------- ------- shall be permitted have the right to disclose Confidential Information in which relates directly to the event thatLicensed Products, and only Licensed Compound, Licensor Patents, or payments owing hereunder to LLUMC to the extent that, LLUMC would be obligated to hold such information is required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to Confidential Information in confidence under the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, upon terms substantially similar to those contained in this Section 10LLUMC License Agreement.
Appears in 1 contract
Permitted Disclosures. Each party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only to the extent reasonably required that such disclosure is:
(a) Made in response to accomplish a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing party, which shall be provided to the disclosing party at least two (2) business days prior to the receiving party's disclosure of the Confidential Information pursuant to this Section 7.3(b);
(c) Made by the receiving party to the Regulatory Authorities as required in connection with applicable laws any filing, application or regulations or request for regulatory filings Regulatory Approval; provided, however, that reasonable measures shall be taken to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, assure confidential treatment of such information; or
(d) Made by Diversa ZYCOS or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and sublicensees to Third Parties as may be necessary or useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such informationProducts as contemplated by this Agreement, upon terms substantially similar to those contained including subcontracting and sublicensing transactions in this Section 10connection therewith.
Appears in 1 contract
Permitted Disclosures. Each Party may disclose Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only Emergent Confidential Information to the extent reasonably required that such disclosure is:
(a) Made in response to accomplish a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that the receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes of this Agreement for which the order was issued; and only provided further that if such employeesa disclosure order is not quashed or a protective order is not obtained, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party Information disclosed in response to such court or governmental order shall be permitted limited to disclose Confidential Information in the event that, and only to the extent that, such that information which is legally required to be disclosed in response to comply such court or governmental order;
(b) Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) business days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 4.2(b);
(c) Made by the receiving Party to the Regulatory Authorities as required in connection with applicable laws any filing, application or regulations request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;
(d) Made by Emergent to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators; investment bankers; existing or potential investors, venture capital firms or other financial institutions for regulatory filings purposes of obtaining financing; each of whom prior to test, register disclosure must be bound by obligations of confidentiality and sell Syngenta non-use at least equivalent in scope to those set forth in this Article IV;
(e) Made by HPA to potential investors in any spin-off entity to which HPA intends to transfer its business relating to the Development Program (as defined in the BT Development Agreement) and the Exploitation of Licensed Products and Diversa Products HPA Products, each of whom prior to disclosure must be bound by obligations of confidentiality and any other products sold or licensed, or developed for sale or license, non-use at least equivalent in scope to those set forth in this Article IV; or
(f) Made by Diversa Emergent or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties as may be necessary or reasonably useful in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent Exploitation of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such informationany Licensed Product, upon terms substantially similar to those contained including subcontracting and sublicensing transactions in this Section 10connection therewith.
Appears in 1 contract
Samples: Bt Vaccine License Agreement (Emergent BioSolutions Inc.)
Permitted Disclosures. Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the Receiving Party or its Affiliates, but only Notwithstanding anything to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold contrary contained in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each , each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information received from the other Party:
10.2.1 where in the event thatreasonable and unqualified opinion of the receiving Party’s legal counsel, and only to the extent that, such information disclosure is required to be disclosed made under:
(a) the securities laws of any relevant jurisdiction, including the receiving Party’s jurisdiction of incorporation or a jurisdiction in which the receiving Party’s securities are traded on a stock exchange; or
(b) such disclosure is required to comply with applicable laws or regulations or for regulatory filings to test, register and sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, be made by Diversa the receiving Party or its Affiliates Representatives under the terms of a valid and effective subpoena or Sublicensees which incorporate order issued by a court of competent jurisdiction or are made through use of Program Technology as by an administrative body or government authority; provided hereunder that:
(c) the receiving Party shall immediately notify the disclosing Party prior to any such as disclosure and the disclosing Party shall have been given the opportunity where possible to oppose such disclosure by the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, receiving Party by seeking a protective order or the United States Patent and Trademark Officeother appropriate remedy, or to waive compliance with the provisions of this Agreement;
(d) the receiving Party or its Representatives, as the case may be, shall disclose only that portion of the information legally required to be disclosed, and INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(e) the receiving Party or its Representatives, as the case may be, will exercise all reasonable efforts to maintain the confidential treatment of the information; and
10.2.2 to Third Party contractors or collaborators to facilitate or carry out the Parties’ performance of their foreign equivalents), or to comply with a court or administrative orderrespective activities under this Agreement, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. In addition, each Party may disclose the terms of this Agreement to lenders, investment bankers, and similar financial institutions solely for purposes of financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or acquisition transaction either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality enter into an agreement with such financial institution or Third Party with respect to such information, upon terms which contains confidentiality provisions substantially similar to the same as those contained in this Section 10set forth herein.
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