Common use of Right to Disclose Clause in Contracts

Right to Disclose. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances. 8.2.1 filing or prosecuting patents; 8.2.2 Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 prosecuting or defending litigation; 8.2.4 complying with applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and 8.2.5 disclosure, solely on a “need to know basis”, to Affiliates, current, potential and future collaborators (including Sublicensees), acquirers or assignees permitted under Section 12.1, research and Development collaborators, subcontractors, investment bankers, investors, lenders, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 8; provided, however, that in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 8.2.5 to comply with the provisions of this Section 8. If and whenever any Confidential Information is disclosed in accordance with this Section 8.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, and other than pursuant to Section 8.2.5, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 8.2 sufficiently prior 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.

Right to Disclose. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably strictly necessary in the following instances. 8.2.1 12.2.1 filing or prosecuting patents; 8.2.2 12.2.2 Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 12.2.3 prosecuting or defending litigation; 8.2.4 12.2.4 complying with applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and 8.2.5 12.2.5 disclosure, solely on a “need to know basis”, to Affiliates, current, potential and future collaborators (including SublicenseesSublicensees and its Third Party licensee(s)), acquirers or assignees permitted under Section 12.115.1, research and Development collaborators, subcontractors, investment bankers, investors, lenders, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 812; provided that information disclosed by Orion to Hospira shall be limited to the existence of this Agreement and general updates and consultations referred to in Section 8.3 on the Development program, but shall not include the terms of this Agreement, details of pharmaceuticals development, regulatory discussions, detailed study designs, detailed study results and similar details about Licensee’s Development program or its business; provided, however, that in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 8.2.5 12.2 to comply with the provisions of this Section 812. If and whenever any Confidential Information is disclosed in accordance with this Section 8.212.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, possible and other than pursuant to Section 8.2.512.2.5, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 8.2 12.2 sufficiently prior 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.

Right to Disclose. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably strictly necessary in the following instances. 8.2.1 (i) filing or prosecuting patents; 8.2.2 (ii) Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 (iii) prosecuting or defending litigation; 8.2.4 (iv) complying with applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and 8.2.5 (v) disclosure, solely on a “need to know basis”, to Affiliates, current, potential and future collaborators (including SublicenseesSublicensees and its Third Party licensee(s)), acquirers or assignees permitted under Section 12.115.1, research and Development collaborators, subcontractors, investment bankers, investors, lenders, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 812; provided, however, that in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 8.2.5 12.2 to comply with the provisions of this Section 812. If and whenever any Confidential Information is disclosed in accordance with this Section 8.212.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, possible and other than pursuant to Section 8.2.512.2.5, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 8.2 12.2 sufficiently prior 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.

Right to Disclose. The Receiving (a) Nothing herein shall be construed as preventing either Party may disclose from disclosing any Confidential Information belonging to received from the Disclosing other Party to its officers, directors and employees, Affiliates, distributors, licensees, sublicensees, consultants, professional advisors, agents and contractors (the extent (and only to the extent) “ Representatives ”), in each case where such disclosure is reasonably necessary in the following instances. 8.2.1 filing person or prosecuting patents; 8.2.2 Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 prosecuting or defending litigation; 8.2.4 complying with applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the entity has a reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and 8.2.5 disclosure, solely on a “need to know basis”such Confidential Information, to Affiliates, current, potential and future collaborators (including Sublicensees), acquirers or assignees permitted under Section 12.1, research and Development collaborators, subcontractors, investment bankers, investors, lenders, and their and each of provided that the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by Representatives have undertaken similar written obligations of confidentiality and non-use no less restrictive than with respect to the obligations set forth Confidential Information. (b) Nothing contained in this Section 8; providedArticle restricts the Parties or their respective Affiliates from disclosing the other Party’s Confidential Information as reasonably required for: (i) seeking any Marketing Authorization or other authorization required under or for the purposes of this Agreement, however(ii) regulatory, that tax or customs reasons, (iii) audit purposes, (iv) the development, manufacture, use, sale, external testing or marketing trials of products in each a manner consistent with the terms of this Agreement, the SDEA, the Supply Agreement and the Quality Agreement, or (v) the filing or prosecuting Patents as contemplated by this Agreement, without violating the above situationssecrecy provision (it being understood that publication of such Patents within […***…] of filing will not violate such secrecy provisions), the Receiving Party shall remain responsible for any failure or (vi) by any Person who receives court order or other government order or request. With respect to disclosing Confidential Information pursuant to this Section 8.2.5 a court order or other government order or request, prompt notice of such order or request shall be provided to comply with the provisions of this Section 8. If and whenever any Confidential Information is disclosed in accordance with this Section 8.2disclosing Party and, such to the extent legally possible, the disclosure shall not cause any occur until the disclosing Party either approves the disclosure or has had the opportunity to seek a protective order or other appropriate remedy to curtail such information to cease to be disclosure. In the event that the disclosing Party is unsuccessful in preventing the disclosure of Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, and other than pursuant to Section 8.2.5court or government, the Receiving other Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 8.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate reasonable efforts to protect the confidentiality of the informationConfidential Information and will disclose only that portion of Confidential Information which it is legally required to disclose.

Right to Disclose. The Receiving (a) Nothing herein shall be construed as preventing either Party may disclose from disclosing any Confidential Information belonging to received from the Disclosing other Party to its officers, directors and employees, Affiliates, distributors, licensees, sublicensees, consultants, professional advisors, agents and contractors (the extent (and only to the extent) “Representatives”), in each case where such disclosure is reasonably necessary in the following instances. 8.2.1 filing person or prosecuting patents; 8.2.2 Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 prosecuting or defending litigation; 8.2.4 complying with applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the entity has a reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and 8.2.5 disclosure, solely on a “need to know basis”such Confidential Information, to Affiliates, current, potential and future collaborators (including Sublicensees), acquirers or assignees permitted under Section 12.1, research and Development collaborators, subcontractors, investment bankers, investors, lenders, and their and each of provided that the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by Representatives have undertaken similar written obligations of confidentiality and non-use no less restrictive than with respect to the obligations set forth Confidential Information. (b) Nothing contained in this Section 8; providedArticle restricts the Parties or their respective Affiliates from disclosing the other Party’s Confidential Information as reasonably required for: (i) seeking any Marketing Authorization or other authorization required under or for the purposes of this Agreement, however(ii) regulatory, that tax or customs reasons, (iii) audit purposes, (iv) the development, manufacture, use, sale, external testing or marketing trials of products in each a manner consistent with the terms of this Agreement, the SDEA, the Supply Agreement and the Quality Agreement, or (v) the filing or prosecuting Patents as contemplated by this Agreement, without violating the above situationssecrecy provision (it being understood that publication of such Patents within […***…] of filing will not violate such secrecy provisions), the Receiving Party shall remain responsible for any failure or (vi) by any Person who receives court order or other government order or request. With respect to disclosing Confidential Information pursuant to this Section 8.2.5 a court order or other government order or request, prompt notice of such order or request shall be provided to comply with the provisions of this Section 8. If and whenever any Confidential Information is disclosed in accordance with this Section 8.2disclosing Party and, such to the extent legally possible, the disclosure shall not cause any occur until the disclosing Party either approves the disclosure or has had the *** Confidential Treatment Requested opportunity to seek a protective order or other appropriate remedy to curtail such information to cease to be disclosure. In the event that the disclosing Party is unsuccessful in preventing the disclosure of Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible, and other than pursuant to Section 8.2.5court or government, the Receiving other Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 8.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate reasonable efforts to protect the confidentiality of the informationConfidential Information and will disclose only that portion of Confidential Information which it is legally required to disclose.

Right to Disclose. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances.: 8.2.1 filing or prosecuting patents(a) obtaining Regulatory Approval for the Product in the Territory; 8.2.2 Regulatory Filings and obtaining Regulatory Approvals; 8.2.3 prosecuting or defending litigation; 8.2.4 (b) complying with applicable Laws laws (including, without limitation, securities laws and the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andand/or 8.2.5 (c) disclosure, solely on a “need to know basis”, to Affiliatesdirectors, currentofficers, potential and future collaborators (including Sublicensees), acquirers or assignees permitted under Section 12.1, research and Development collaborators, subcontractors, investment bankersemployees, investors, lenders, and their and each potential funding sources or potential collaborators or acquirors of the Parties’ respective directors, employees, contractors Receiving Party and agentsits Sublicensees, each of whom prior to disclosure must shall be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 814; provided, however, that that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 8.2.5 14.2 to comply with the provisions of treat such Confidential Information as required under this Section 814. If and whenever any Confidential Information is disclosed in accordance with this Section 8.214.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement)Information. Where reasonably possible, possible and other than pursuant to Section 8.2.514.2 (c), the Receiving Party shall notify the Disclosing Party of the Receiving Party’s its intent to make such disclosure pursuant to this Section 8.2 14.2 sufficiently prior 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.