Common use of Authorized Disclosure of Confidential Information Clause in Contracts

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.1, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 12; (b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Product as permitted hereunder; (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or 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 will be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Research, Development, Manufacturing and Commercialization of Research Candidates, Development Candidates and Products), provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2; (f) disclosure of the terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any results of Research or Development or status reports to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(a), Section 15.2(b), Section 15.2(c) or Section 15.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.114.1, each Receiving Party (or any of its Subsidiaries) may disclose disclose, or permit to be disclosed, the Disclosing Party’s Confidential Information Information: (a) to the extent such disclosure is reasonably necessary in the following situations: (a) filing to prepare, file, prosecute, maintain, defend or prosecuting enforce Patents in accordance with Article 12ARTICLE 9; (b) to the extent such disclosure is reasonably necessary to make regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC Securities and Exchange Commission (including as a result of any public offering) or FDA, with respect subject to a Product the procedures set forth in Section 14.4 as permitted hereunderapplicable; (c) responding to the extent such disclosure is reasonably necessary to respond to a valid order of a court of competent jurisdiction or other competent authorityGovernmental Authority; provided that that, to the receiving extent possible without violating such order, the Receiving Party will first have given to the disclosing Disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the such Confidential Information be held in confidence or used only for the purpose for which the order was issuedconfidence; and provided further provided, further, that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed will be limited to the information that is legally required or appropriate, in the reasonable judgment of the Party responding to such order, to be disclosed; (d) complying to the extent such disclosure is reasonably necessary to comply with Applicable Law, including with regulations promulgated by securities exchanges, subject to the procedures set forth in Section 14.4 as applicable; (e) to the extent such disclosure is reasonably necessary to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations obtain advice from lawyers, accountants or the exercise of its rights under this Agreement (including with respect to Research, Development, Manufacturing and Commercialization of Research Candidates, Development Candidates and Products), provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2other professional advisors; (f) to make any disclosure of the terms of this Agreement or any Ancillary Agreement that are Confidential Information to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any results of Research or Development or status reports to any bona fide potential or actual investor, investment bankerlenders, acquirer, merger partner, licensee, collaborator Rights-Holding Party, insurers, collaborator, corporate partners or other bona fide potential or actual financial partnercounterparty; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 that, prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, any Person so receiving such disclosee will only need to Confidential Information must be bound by commercially reasonable confidential termsobligations of confidentiality (of duration reasonably negotiated with such Person); (g) to make any disclosure of Arbitration Confidential Information (i) to Persons who have a need to know, including bona fide potential or actual witnesses, experts, investors, investment bankers, lenders, acquirers, merger partners, licensees, Rights-Holding Parties, insurers, collaborators, corporate partners or other bona fide potential or actual counterparties, or (ii) as may be required to enforce the agreement to arbitrate set forth in ARTICLE 16 or to enforce any arbitral award; or (h) to the extent such disclosure is reasonably necessary to exercise or enforce the rights of the Receiving Party set forth or described in this Agreement. Notwithstanding the foregoing, in In the event that a Receiving Party or any of its Subsidiaries is required to make a disclosure of the other a Disclosing Party’s Confidential Information pursuant to Section 15.2(a14.2(a), Section 15.2(b), Section 15.2(c14.2(b) or Section 15.2(d14.2(d), it will, except where impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.112.1, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Galapagos Patents, Gilead Foreground Patents, Gilead Combination Patents and Joint Patents in accordance with Article 129 with the consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned; (b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Licensed Product as permitted hereunder, provided that such disclosure is, in the opinion of outside counsel required; (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will shall, to the extent reasonably practicable under the circumstances, first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or 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 will shall be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement or any Co-Commercialization Agreement (including with respect to Research, Development, Manufacturing and Commercialization of Research Candidates, Development Candidates and Licensed Products), ; provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 Sections 12.1 and this Section 15.212.2; (f) with prior notice to the other Party as permitted by Applicable Law, disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as restrictive as those set forth in Sections 12.1 and 12.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee shall only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any Collaboration results or status reports (including data from any Clinical Trials) by Gilead, or in the case of Galapagos, to any bona fide potential or actual investor, investment banker, acquirer, merger partner or other bona fide potential or actual financial partner with the consent of Gilead, such consent not to be unreasonably withheld, delayed or conditioned; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 Sections 12.1 and this Section 15.2 12.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will shall only need to be bound by commercially reasonable confidential terms; and (g) . Gilead shall not withhold its approval to such disclosure by Galapagos of any results of Research or Development or status reports to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except information that, where in the disclosee opinion of its outside counsel, is an investor, investment banker or financial partner, such disclosee will only need required by Applicable Law to be bound by commercially reasonable confidential termsso disclosed. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(aSections 12.2(a), Section 15.2(b), Section 15.2(c12.2(b) or Section 15.2(d12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.112.1, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Galapagos Patents, Gilead Foreground Patents, Gilead Combination Patents and Joint Patents in accordance with Article 12;9 with the consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned; * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Licensed Product as permitted hereunder, provided that such disclosure is, in the opinion of outside counsel required; (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will shall, to the extent reasonably practicable under the circumstances, first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or 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 will shall be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Research, Development, Manufacturing and Commercialization of Research Candidates, Development Candidates and Licensed Products), provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 Sections 12.1 and this Section 15.212.2; (f) with prior notice to the other Party as permitted by Applicable Law, disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as restrictive as those set forth in Sections 12.1 and 12.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee shall only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any Collaboration results or status reports (including data from any Clinical Trials) by Gilead, or in the case of Galapagos, to any bona fide potential or actual investor, investment banker, acquirer, merger partner or other bona fide potential or actual financial partner with the consent of Gilead, such consent not to be unreasonably withheld, delayed or conditioned; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 Sections 12.1 and this Section 15.2 12.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will shall only need to be bound by commercially reasonable confidential terms; and (g) . Gilead shall not withhold its approval to such disclosure by Galapagos of any results of Research or Development or status reports to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except information that, where in the disclosee opinion of its outside counsel, is an investor, investment banker or financial partner, such disclosee will only need required by Applicable Law to be bound by commercially reasonable confidential termsso disclosed. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(aSections 12.2(a), Section 15.2(b), Section 15.2(c12.2(b) or Section 15.2(d12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.113.2, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Collaboration Patents in accordance with Article 1210; (b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Product as permitted hereunder;; [*] = Certain confidential information contained in this document, marked by brackets, 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. (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will shall first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or 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 will shall be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Researchdevelopment, Development, Manufacturing manufacturing and Commercialization commercialization of Research Candidates, Development Candidates Collaboration Molecules and Products), provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.213.2, except [*] may be [*] as can reasonably be [*], but in any case [*] shall have a [*] that is [*]; (f) disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licenseeSublicensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that[*] may be [*] as can reasonably be [*], where the disclosee but in any case [*] shall have [*] that is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms; and[*]; (g) disclosure of any Collaboration results of Research or Development or status reports (including data from any Clinical Trials) to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licenseeSublicensee, collaborator or other potential or actual financial partner; provided that (i) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that[*] may be [*] as can reasonably be [*], where but in any case [*] shall have a [*] that is [*], and (ii) in the disclosee is an investorcase of Medivation’s disclosure, investment banker or financial partnerMedivation submits the contents of such proposed disclosure to Astellas at least [*] days prior to such disclosure, such disclosee will only need but Medivation shall not be required to be bound by commercially reasonable confidential termsdisclose the identity of the disclosee; and (h) in the case of Medivation, complying with the terms of the UCLA Agreement. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(aSections 13.3(a), Section 15.2(b), Section 15.2(c13.3(b) or Section 15.2(d13.3(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.113.2, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Collaboration Patents in accordance with Article 1210; (b) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Product as permitted hereunder; (c) responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will shall first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or 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 will shall be limited to the information that is legally required to be disclosed;; [*] = Certain confidential information contained in this document, marked by brackets, 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. (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Researchdevelopment, Development, Manufacturing manufacturing and Commercialization commercialization of Research Candidates, Development Candidates Collaboration Molecules and Products), provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.213.2, except [*] may be [*] as can reasonably be [*], but in any case [*] shall have a [*] that is [*]; (f) disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licenseeSublicensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that[*] may be [*] as can reasonably be [*], where the disclosee but in any case [*] shall have [*] that is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms; and[*]; (g) disclosure of any Collaboration results of Research or Development or status reports (including data from any Clinical Trials) to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licenseeSublicensee, collaborator or other potential or actual financial partner; provided that (i) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that[*] may be [*] as can reasonably be [*], where but in any case [*] shall have a [*] that is [*], and (ii) in the disclosee is an investorcase of Medivation’s disclosure, investment banker or financial partnerMedivation submits the contents of such proposed disclosure to Astellas at least [*] days prior to such disclosure, such disclosee will only need but Medivation shall not be required to be bound by commercially reasonable confidential termsdisclose the identity of the disclosee; and (h) in the case of Medivation, complying with the terms of the UCLA Agreement. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(aSections 13.3(a), Section 15.2(b), Section 15.2(c13.3(b) or Section 15.2(d13.3(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.111.1 (Confidential Information), each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following situations:, subject to the requirements set forth in this Section 11.2 (Authorized Disclosure of Confidential Information) and Section 11.3 (Terms of Agreement): (a) 11.2.1 filing or prosecuting Patents LMI Patent Rights, LMI Services Assigned Patent Rights, GEHC Improvement Patent Rights, or Joint Patent Rights in accordance with Article 12ARTICLE 8 (Intellectual Property); (b) 11.2.2 regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a the Precursor, Licensed Compound, or Licensed Product as permitted hereunder; (c) 11.2.3 responding to a valid order of a court of competent jurisdiction or other competent authority; provided that the receiving Party will first have given to the disclosing Party advance notice and of such disclosure requirement and, if allowable, a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or used only for the purpose for which the order was issued; and provided further provided, further, that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed will be limited to the information that is legally required to be disclosed; (d) 11.2.4 complying with Applicable Law, including regulations promulgated by securities exchanges; (e) 11.2.5 disclosure to its Affiliates and Third Parties only on a need-to-know basis and solely in connection order for its Affiliate and Third Parties to assist with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Research, Development, Manufacturing Development and Commercialization of Research Candidates, Development Candidates and Productsthe Licensed Product), ; provided that each disclosee, prior to any such disclosure, must be bound by obligations of confidentiality and non-use at least as equivalent in scope restrictive as those set forth in Section 15.1 and this Section 15.2;11.1 (Confidential Information); and (f) 11.2.6 disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, lender, financing source (including in connection with any royalty factoring transaction), investment banker, acquirer, or merger partner, licenseeeach in connection with a material transaction affecting substantially all of the business or business unit to which this Agreement relates, collaborator whether in a merger, sale of stock, sale of assets, investment, license, collaboration, or other potential or actual financial partnertransaction; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope restrictive as those set forth in Section 15.1 and this Section 15.2 11.1 (Confidential Information) prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any results of Research or Development or status reports to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(a)11.2.1, Section 15.2(b)11.2.2, Section 15.2(c) or Section 15.2(d11.2.4 (Authorized Disclosure of Confidential Information), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.113.1, each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Arcus Patents, Gilead Collaboration Patents or Joint Collaboration Patents in accordance with Article 12ARTICLE X with the consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned; (b) regulatory filings and other filings with the FDA or other Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a an Optioned Product as permitted hereunder; (c) securities filings and other filings with the SEC or other Governmental Authorities, provided that any such disclosure in a filing with the SEC is, in the opinion of outside counsel, required; (d) responding to a valid order of a court of competent jurisdiction or other competent authority, or in the opinion of the receiving Party’s legal counsel, making such disclosure as required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted); provided that the receiving Party will shall, to the extent reasonably practicable under the circumstances, first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or used only for the purpose for which the order was issuedissued or such disclosure was required by Applicable Law or such rules; and provided further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed will shall be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and its and its Affiliates’ officers, directors, employees, agents and advisors, and any other Third Parties Parties, in each case, only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Research, the Development, Manufacturing and Commercialization of Research Candidates, Development Candidates and Optioned Products), provided that each discloseethat, prior to any such disclosure, each disclosee other than an advisor must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.213.2 and each advisor must be bound by obligations of confidentiality and non-use that are commercially reasonable; (f) with prior notice to the other Party as permitted by Applicable Law, disclosure of the material terms of this Agreement or any Ancillary Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner[***]; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope restrictive as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will shall only need to be bound by commercially reasonable confidential terms; and (g) disclosure of any results of Research or Development Collaboration Know-How or status reports (including data from any Clinical Trials) by either Party (i) with the consent of the other Party, such consent not to any bona fide potential be unreasonably withheld, delayed or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partnerconditioned; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 13.1 and this Section 15.2 13.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will shall only need to be bound by commercially reasonable confidential termsterms or (ii) pursuant to Section 13.4. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(a13.2(a), Section 15.2(b13.2(b), Section 15.2(c13.2(c) or Section 15.2(d13.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.117.1, each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Assembly Licensed Patents, Gilead Licensed Patents, Gilead Collaboration Patents or Joint Collaboration Patents in accordance with Article 12ARTICLE XIV with the consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned; (b) regulatory filings and other filings with the FDA or other Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a an Optioned Product or Non-Optioned Gilead Product as permitted hereunder; (c) securities filings and other filings with the SEC or other Governmental Authorities, provided that any such disclosure in a filing with the SEC is, in the opinion of outside counsel, required; (d) responding to a valid order of a court of competent jurisdiction or other competent authority, or in the opinion of the receiving Party’s legal counsel, making such disclosure as required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted); provided that the receiving Party will shall, to the extent reasonably practicable under the circumstances, first have given to the disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or used only for the purpose for which the order was issuedissued or such disclosure was required by Applicable Law or such rules; and provided further that if such order is not quashed or a protective order is not obtained, the Confidential Information disclosed will shall be limited to the information that is legally required to be disclosed; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and its and its Affiliates’ officers, directors, employees, agents and advisors, and any other Third Parties Parties, in each case, only on a need-to-know basis and solely in connection with the performance by the disclosing Party of its obligations or the exercise of its rights under this Agreement (including with respect to Research, the Development, Manufacturing and Commercialization of Research Candidates, Development Candidates Optioned Products and Non-Optioned Gilead Products), provided that each disclosee, prior to any such disclosure, each disclosee other than an advisor must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 17.1 and this Section 15.217.2 and each advisor must be bound by obligations of confidentiality and non-use that are commercially reasonable; (f) with prior notice to the other Party as permitted by Applicable Law, disclosure of the material terms of this Agreement or any Ancillary Agreement to [***]; provided that each disclosee must be bound by obligations of confidentiality and non-use that are commercially reasonable prior to any bona fide potential such disclosure; (g) a copy of this Agreement and other reports, information and notices provided hereunder to any counterparty of a Gilead Third Party Agreement or actual investorAssembly Third Party Agreement as required to be disclosed under such agreement or to otherwise fulfill such Party’s obligations under such agreement (in each case, investment bankersubject to the confidentiality terms therein); and (h) disclosure of any Collaboration Know-How or status reports (including data from any Clinical Trials) by either Party (i) with the consent of the other Party, acquirersuch consent not to be unreasonably withheld, merger partner, licensee, collaborator delayed or other potential or actual financial partnerconditioned; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 17.1 and this Section 15.2 17.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need (ii) pursuant to be bound by commercially reasonable confidential terms; and (g) disclosure of any results of Research or Development or status reports to any bona fide potential or actual investor, investment banker, acquirer, merger partner, licensee, collaborator or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in Section 15.1 and this Section 15.2 prior to any such disclosure, except that, where the disclosee is an investor, investment banker or financial partner, such disclosee will only need to be bound by commercially reasonable confidential terms17.4. [***]. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 15.2(a17.2(a), Section 15.2(b17.2(b), Section 15.2(c17.2(c) or Section 15.2(d), 17.2(d) it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure (and, in no event, less than [***] Business Days) and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.