Necessary Disclosures Sample Clauses
The Necessary Disclosures clause requires parties to share information that is essential for the fulfillment of the agreement or as mandated by law. In practice, this means that if a party becomes aware of facts or circumstances that could impact the contract or is legally compelled to disclose certain information, they must promptly inform the other party. This clause ensures transparency and compliance, helping to prevent misunderstandings and legal issues by making sure all relevant information is communicated as needed.
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Necessary Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
(i) disclosure to judicial, governmental or other regulatory agencies or authorities in connection with the filing, prosecution, maintenance and defence of Patent Rights as permitted by this Agreement;
(ii) disclosure to judicial, governmental or other regulatory agencies or authorities to gain or maintain approval, authorisations or the like to Develop, Manufacture or Commercialise a given GSK Product that such Party has a licence or right to Develop, Manufacture or Commercialise hereunder in a given country or jurisdiction;
(iii) prosecuting or defending litigation as permitted by this Agreement;
(iv) disclosure to its and its ################################################################### ###################################################################################### ######################################################################################, in each case on a need-to-know basis for the purposes as expressly authorised and contemplated by this Agreement, including for the Development, Manufacturing and/or Commercialisation of the GSK Products (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, on the condition that such Affiliates or Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement;
(v) disclosure to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; or
(vi) disclosure to any ####################################################################### ##################################################################################### ############################## solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, licence or collaboration, and to any related persons directly connected with such activity being contemplated with the Financial...
Necessary Disclosures. Family’s files are kept strictly confidential except when information is provided to home study provider, referral agencies, foreign countries, and courts, to federal, state and local government agencies and as otherwise set out in this Adoption Service Agreement. Agency will also release information when required under law, regulation, court order, and has no further control over what they do with the information, once released.
Necessary Disclosures. Each Party may disclose the Confidential Information it receives under this Agreement to (a) its employees, contractors and permitted sublicensees, (b) to a potential or actual acquirer of, or an investor or potential investor in, such Party or the assets of such Party to which this Agreement relates, (c) for the purposes of Patent filing, prosecution and enforcement and (d) to its advisors, provided that in each case the disclosure is limited to the extent required for the performance of either Party’s obligations under this Agreement, and provided that in the case of subsections (a), (b) and (d), the individuals are subject to obligations of confidentiality in relation to such information no less stringent than those contained in this Agreement.
Necessary Disclosures. Each Party may disclose the other Party’s Confidential Information as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
(i) disclosure to judicial, governmental or other regulatory agencies or authorities in connection with the filing, prosecution, maintenance and defense of Patent Rights as permitted by this Agreement;
(ii) disclosure to judicial, governmental or other regulatory agencies or authorities to gain or maintain approval, authorizations or the like to Develop, Manufacture or Commercialize a given Product that such Party has a license or right to Develop, Manufacture or Commercialize hereunder in a given country or jurisdiction;
(iii) prosecuting or defending litigation as permitted by this Agreement;
(iv) disclosure to its and its Affiliates’ employees, officers, directors, consultants, CROs, CMOs, contractors, agent(s), consultant(s), and to Sublicensees (in the case of Genmab), in each case on a need-to-know basis for the purposes as expressly authorized and contemplated by this Agreement, including for the Development, Manufacturing and/or Commercialization of the Program Antibodies or Products (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, on the condition that such Affiliates or Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement;
(v) disclosure to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; or
(vi) disclosure to any bona fide potential or actual investor, insurer, acquirer, merger partner, Sub-Licensee (in the case of Genmab) or other bona fide potential or actual financial partner or funding source (“Financial Partner”) solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration, and to any related persons directly connected with such activity being contemplated with the Financial Partner, such as an advisory firm or investment bank; provided that in c...
Necessary Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party only to the extent such use or disclosure is reasonably necessary and permitted in the exercise of such rights granted hereunder (i) in filing or prosecuting patent applications, or prosecuting or defending litigation, (ii) complying with applicable governmental regulations or court order, (iii) submitting information to IRS, SEC or other governmental authorities, (iv) conducting clinical trials, (v) making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement; or (vi) obtaining raw materials or equipment necessary to perform this Agreement; provided, however, that if a Party is required to make any such disclosure of another Party’s Confidential Information as set forth herein, such Party will give reasonable advance notice to the other Party of such disclosure and will use its reasonable best efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.
Necessary Disclosures. The Draft Prospectus and Prospectus contain all necessary disclosures including but not limited to statutory and other regulatory disclosures.
Necessary Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided, however, the Receiving Party (unless prohibited by law or legal process): (a) provides the Disclosing Party with written notice of such disclosure to give the Disclosing Party a reasonable opportunity to appear, object and obtain an appropriate protective order or other relief in connection with such disclosure; (b) use diligent efforts to limit disclosure to what is legally required; and (c) reasonably cooperate with the Revealing Party, at the expense of the Revealing Party, in its efforts to obtain a protective order or other legally available means of protection.
Necessary Disclosures. The Offer Documents contain all necessary disclosures including but not limited to statutory and other regulatory disclosures.
Necessary Disclosures. Each Party may disclose the other Party's Confidential Information as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances:
Necessary Disclosures. Receiving Party shall be permitted to disclose Disclosing Party’s Confidential Information only to its employees, subcontractors and agents (“Employees”) having a need to know such information in connection with this Agreement. Receiving Party shall instruct all Employees as to their obligations under this Agreement, and shall obtain from such Employees their written acknowledgment and agreement to confidentiality terms and conditions no less favorable to Disclosing Party than this Agreement prior to their being given access to Disclosing Party’s Confidential Information. Receiving Party shall be responsible for all Employees’ compliance with the terms of this Agreement.