Permitted Use and Disclosure Sample Clauses

Permitted Use and Disclosure. To the extent a party provides information of a confidential nature to the other party, each party must take all action necessary to maintain the confidential nature of the confidential information of the other party. Each party may use the confidential information of the other party to the extent that such use is necessary for that party’s performance of its obligations under this Agreement, its internal business operations, or to the extent required by applicable law or legal process.

Permitted Use and Disclosure. 7.2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is or becomes generally available to the public (other than through Recipient’s breach of this Agreement or any other agreement, violation of applicable law, or unauthorized act); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or Recipient’s unauthorized act); (c) the information is or was developed by Recipient independent of and with no reliance upon Confidential Information of Discloser; (d) the information was disclosed to Recipient by a third party which did not acquire the information under an obligation of confidentiality to Discloser; (e) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction, including without limitation the U.S. Securities and Exchange Commission, National Institutes of Health, FDA, and USPTO, and foreign equivalents of the foregoing; or (f) disclosure is required by applicable law. 7.2.2 In the event of disclosure required by applicable law, Recipient shall (to the extent legally permissible) use reasonable efforts to give Discloser prior written notice of disclosure. Recipient, consistent with its counsel’s advice, shall take reasonable and lawful actions to obtain confidential treatment for the Confidential Information and to minimize the extent of the disclosure, or allow Discloser the opportunity to take those actions.

Permitted Use and Disclosure. A Recipient may only disclose the Provider’s Confidential Information: (a) to its personnel and Affiliates who have a specific need to access it for the purposes of this Agreement and who are made aware of the Recipient’s confidentiality obligations under this Agreement, and who agree to be found by the same confidentiality obligations; (b) as required to comply with a court order, Relevant Law or is in the public domain; or

Permitted Use and Disclosure. Each recipient may only: (a) Use the confidential information for a purpose necessary for exercising its rights or performing its obligations under this agreement or as required by law; and (b) Allow access to the confidential information to such of the recipient’s employees, directors or professional advisers who have a genuine need to know that confidential information.

Permitted Use and Disclosure. (a) Each party must only use the Confidential Information of the other party for the purpose of exercising its rights, or performing its obligations, under this agreement. (b) Either party may disclose the Confidential Information of the other party to: (i) its Personnel, solely for the purpose of exercising its rights, or performing its obligations, under this agreement and provided that the recipient agrees to keep the Confidential Information confidential; (ii) if authorised or required by law to be disclosed; (iii) to any person approved by the other party prior to the disclosure; or (iv) if that Confidential Information is in the public domain otherwise than due to a breach by any person of any duty of confidentiality.

Permitted Use and Disclosure. 2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is generally available to the public (other than through Recipient reach of this Agreement, any other agreement, or applicable law, or any un authorized act by the Recipient); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or any unauthorized act by Recipient); (c) the information is or was developed by Recipient independent of and with no reliance upon information of Provider or any other information furnished to Recipient by Provider under obligation of confidentiality; (d) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction; or (e) disclosure is required by law, regulation, court order or attorney general opinion, which carries the force of law, to be disclosed. 2.2 In the event of disclosure pursuant to clauses (d) or (c) of Section 2.1, Recipient shall use reasonable efforts to give Provider prior written notice of disclosure. Recipient, consistent with its counsel's advice, shall take reasonable and lawful actions to obtain confidential treatment for disclosed information of the Provider and to minimize the extent of the disclosure, or allow Provider the opportunity to take those actions. 2.3 Nothing in this Agreement contained shall preclude either party from disclosing to a Licensee or sub licensee those aspects of the Invention necessary to evaluate and for practice the Patent Rights in a limited role as Licensee or sub licensee. Any disclosure to a Licensee or sub licensee of Confidential Information shall be contingent upon (a) prior written consent of the ‘Provider’, and (b) execution by the Licensee or sub licensee of a non-disclosure agreement substantially on the terms set forth in this Schedule B. In the event of a dispute as to the applicability of this Section 2, the burden of proof shall be upon Recipient to demonstrate permissibility of disclosure or use.

Permitted Use and Disclosure. Each party hereto is permitted to disclose this AGREEMENT and use or disclose the CONFIDENTIAL INFORMATION disclosed to it by the other party: 6.2.1 To the extent such use or disclosure is reasonably necessary in connection with complying with stock exchange rules. 6.2.2 To its legal and/or financial advisors, provided such advisors maintain the confidentiality of this AGREEMENT. 6.2.3 To the extent such use or disclosure is reasonably necessary to enforce its rights under this AGREEMENT in connection with a legal proceeding or as required to be disclosed by law or governmental regulation. 6.2.4 To the extent such use or disclosure is reasonably necessary in connection with prosecuting or defending litigation, complying with applicable law, court order, submitting information to tax or other governmental authorities, or otherwise exercising its rights hereunder. 6.2.5 In the instances set forth in Sections 6.2.3 or 6.2.4, the RECEIVING PARTY shall provide reasonable advance written notice to DISCLOSING PARTY of such disclosure and reasonably cooperate with the DISCLOSING PARTY in limiting such disclosure.

Permitted Use and Disclosure. The Receiving Party may use and/or disclose Confidential Information to the 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 however that 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 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 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 response to such court or governmental order; 11.2.2. made by the Receiving Party to a regulatory authority as required in connection with any Filing of an NDA; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; 11.2.3. made by the Receiving Party to a patent authority as required in connection with any filing or application for Patent Rights; or 11.2.4. made by the Receiving Party to Third Parties as may be necessary or useful in connection with the development, manufacturing, marketing, use and sale of the Compound or the Product as contemplated by this Agreement, including subcontracting, sublicensing and distribution transactions in connection therewith, provided that any such Third Party has undertaken confidentiality obligation with respect to the Confidential Information disclosed by the Receiving Party to it and the results of any such activities. Regardless hereof, TMC may not disclose to such Third Party which compound(s), other than the Compound, that [**] may be used as a manufacturing starting material, or intermediate, for.

Permitted Use and Disclosure. Receiving Party may only use Disclosing Party’s Confidential Information for purposes in connection with this Agreement or as expressly authorized by this Agreement. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party, without the prior written consent of the Disclosing Party, except in the following circumstances: (a) to its employees or authorized agents or independent contractors to the extent necessary for them to perform the Receiving Party’s obligations in this Agreement; (b) in confidence, to legal counsel, accountants, banks, and financing sources and their advisors or in connection with an actual or proposed merger, acquisition, or similar transaction; (c) in connection with the enforcement of this Agreement; or (d) in order to comply with Law or a court order (it being understood that such disclosure may include Customer Data, in the case of NetDocuments) provided that to the extent legally permissible the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party seeks to contest such disclosure.