Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. A Party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Clearance and/or Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of any Licensed Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees consultants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, contractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 11.2(a) or (fthrough 11.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by the License Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Clearance and/or Approval of Licensed Products as permitted by this Agreement (or any other written agreement between pricing and reimbursement approvals) of any Manufactured Product; or (iii) for prosecuting or defending litigations as contemplated by the PartiesLicense Agreement; (cb) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees consultants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, contractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 8.2(a) or (fthrough 8.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of a Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, employees, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreement; orcause each disclosee to treat such Confidential Information as confidential; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. [***].

Authorized Disclosure. A Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose the Confidential Information of the other Disclosing Party as follows: (a) under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including the rights to Develop, Manufacture and Commercialize Products and to grant sublicenses as permitted hereunder); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining regulatory approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs to Regulatory Authorities, or is otherwise required by Applicable Law or the following instancesrules of a recognized stock exchange or automated quotation system applicable to such Party; provided provided, however, that notice of if a Receiving Party is required by Applicable Law to make any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant it will, except where impracticable, give reasonable advance notice to Section 9.3(cthe Disclosing Party of such disclosure requirement and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (c) in communication with existing or prospective investors, consultants, advisors, licensees or collaborators or others on a need to know basis, in each case that are not Competitors of the Disclosing Party and under appropriate confidentiality provisions substantially equivalent to those of this Agreement (except for the term of such obligations, which shall be customary for the particular disclosure) or (f), such Party shall promptly notify d) to the other Party of such required disclosure and shall use reasonable efforts extent mutually agreed to assist in writing by the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureParties.

Authorized Disclosure. A Party may disclose the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such the other Party: (a) filing or prosecuting Patents in accordance with Section 8.26.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the PartiesProducts; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each caseconnection with such disclosure, the disclosees are bound by written or professional obligations disclosing Party shall use all reasonable efforts to inform each disclosee of confidentiality the confidential nature of such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cSections 7.3 (c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A 14.2.1 Each Party may disclose the Confidential Information of the other Party hereunder to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) patent applications, prosecuting or defending litigation as contemplated by this Agreementlitigation, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Lawsgovernmental regulations, including regulations promulgated by applicable security exchangesor conducting Pre-Clinical Studies or Clinical Trials; provided, court orders or administrative subpoenas or orders. Notwithstanding the foregoinghowever, in the event that if a Party is required by law or regulation to make a disclosure any such disclosures of the other Party’s Confidential Information pursuant it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to Section 9.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure requirement (e.g., filings with the SEC and shall stock markets) and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to assist secure confidential treatment of such Confidential Information required to be disclosed, unless in the opinion of such disclosing Party’s legal counsel such Confidential Information is legally required to be fully disclosed. In addition, and with prior notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article, Confidential Information to any Third Party for the purpose of carrying out the purposes of this Agreement. Nothing in this Article shall restrict any Party from using for any purpose any Confidential Information independently developed by it without access to or use of the other Party’s Confidential Information during the term of this Agreement, at or from using Confidential Information that is specifically derived from Pre-Clinical Studies or Clinical Studies to perform marketing, sales or professional services support functions as is customary in the pharmaceutical industry. 14.2.2 Notwithstanding anything herein to the contrary, either Party (and any employee, representative, or other agent of either Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such other Party’s expensetax treatment and tax structure; provided however, in obtaining that such disclosure shall not be made to the extent reasonably necessary to comply with any applicable federal or state securities laws. For the purposes of the foregoing sentence, (i) the “tax treatment” of a protective order preventing transaction means the purported or limiting claimed federal income tax treatment of the required disclosuretransaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.

Authorized Disclosure. A Party may disclose the Confidential Information of the other Party or any of its Affiliates to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.25.2; (b) complying with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the PartiesProducts; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 5.3 or 8.45.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or bona fide potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c6.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 8.1, a Party may disclose the other Party’s Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure is reasonably necessary: (i) for filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products patent rights as permitted contemplated by this Agreement or any other written agreement between Agreement; (ii) in connection with regulatory filings for the Parties; Products; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions ; or proceedings in accordance with Section 8.3 or 8.4; (div) for disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are Third Parties bound by written or professional obligations obligation of confidentiality and non-use consistent similar to those set forth under this Article 8 and only to the extent necessary or appropriate in connection with those contained in this Agreementthe exercise of its rights or the performance of its obligations hereunder; (eb) such disclosure is reasonably necessary: (i) to any bona fide potential such Party’s directors, attorneys, independent accountants or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party; or (ii) to actual or potential investors, acquirors, licensors, licensees, collaborators or other business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition acquisition, license or other business relationshipcollaboration; provided that in each case, case on the condition that such disclosees are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this the Agreement; or; (fc) complying with applicable such disclosure is required by Applicable Laws, including regulations promulgated by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify inform the other Party of such required disclosure and shall use reasonable efforts to assist provide the other PartyParty an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, at such other Party’s expenseand the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, in obtaining including seeking of confidential treatment or a protective order preventing or limiting to ensure the required disclosurecontinued confidential treatment of such Confidential Information.

Authorized Disclosure. A Party may disclose the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such the other Party: (a) filing Filing or prosecuting Patents relating to Sole Inventions, Joint Inventions or Products, in accordance with Section 8.2each case pursuant to activities under this Agreement, provided that the non-filing Party is given a reasonable opportunity to review the extent and necessity for its Confidential Information to be included prior to submission of any patent application; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Partiesfilings; (c) prosecuting Prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;litigation; and (d) disclosure to its Complying with applicable governmental laws and regulations. The Parties acknowledge that the terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to: Affiliates; potential or its Affiliates’ actual collaborators, partners, and licensees (including potential co-marketing and co-promotion contractors); potential or actual investment bankers, acquirers, lenders or investors; employees, directors, officers, ; consultants; and agents, consultantseach of whom, professional advisorsprior to disclosure, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are must be bound by written or professional similar obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationshipuse; provided that in each case, the disclosees are bound by written or professional obligations of a confidentiality and non-use consistent period of [ * ] will be sufficient. In addition, a copy of this Agreement may be filed by either Party with those contained the Securities and Exchange Commission in this Agreement; or (f) complying connection with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure any public offering of the other such Party’s Confidential Information pursuant to Section 9.3(c) or (f)securities. In connection with any such filing, such Party shall promptly notify endeavor to obtain confidential treatment of economic and trade secret information. In any event, the other Party Parties agree to take all reasonable action to avoid disclosure of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureConfidential Information except as permitted hereunder.”

Authorized Disclosure. A Party may disclose the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.26.2; (b) complying with the requirement of Regulatory Authorities with respect to making regulatory filings with Regulatory Authorities with respect to Compounds or Licensed Products, including seeking, obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the PartiesProducts; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use nonuse consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each caseconnection with such disclosure, the disclosees are bound by written or professional obligations disclosing Party shall use all reasonable efforts to inform each disclosee of confidentiality the confidential nature of such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cSections 7.3(c) or (f7.3(f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting such disclosure or obtaining confidential treatment, a protective order, or the required like protecting such disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 11.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated by this Agreement or the Supply Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or the Supply Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementhaving a minimum term of five (5) years; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c11.2(a) or (f11.2(d), such Party shall promptly notify the other Party of such required disclosure and, upon the other Party’s request, such Party and its Affiliates shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products patent rights as permitted contemplated by this Agreement Agreement; or any other written agreement between (ii) is reasonably necessary for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary: (i) to such 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 that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (ii) to actual or potential investors or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors or acquirers are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; (c) such disclosure is required by judicial or administrative process; provided that in such event such Party shall promptly inform the other Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 12, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including actions seeking of confidential treatment or proceedings in accordance with Section 8.3 or 8.4a protective order to ensure the continued confidential treatment of such Confidential Information; (d) such disclosure is reasonably necessary to its or collaborators in its Affiliates’ employeesrespective territory (including contract research organizations, directorshospitals, officers, agentsdoctors, consultants, professional advisorssubcontractors and Affiliates) for the purpose of the Development, subcontractorsManufacture or Commercialization of the Products, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicenseessolely for the purpose of carrying out such collaboration, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided condition that in each case, the disclosees such collaborators are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement; (e) such disclosure is reasonably necessary to any bona fide its potential or actual investor, acquiror or merger partner or other collaborators to have such potential or actual financial or commercial partner for collaborators to evaluate the sole purpose possibility of evaluating entering into an actual or agreement with the disclosing Party on condition that such potential investment, acquisition or other business relationship; provided that in each case, the disclosees collaborators are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a case of disclosure of the other PartySIIL’s Confidential Information pursuant to Section 9.3(c) or (f)by Visterra, such Party shall promptly notify disclosure is made to MIT as required by the other Party terms of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureMIT Agreement.

Authorized Disclosure. A To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: 11.2.1. filing, prosecuting and maintaining patent applications and patents in accordance with this Agreement; 11.2.2. communicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; 11.2.3. prosecuting or defending litigation or other resolution mechanisms hereunder; 11.2.4. complying with Applicable Laws (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (a) filing or prosecuting Patents in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance and (b) such disclosure is made in accordance with Section 8.211.3 or Section 11.4 as applicable; (b) complying 11.2.5. disclosure, in connection with the requirement performance of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to exercise of its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, rights hereunder and solely on a need-to-know basis for basis, to Affiliates, potential or actual collaborators (including potential sublicensees), potential or actual investment bankers, investors, lenders, or acquirers, or employees, independent contractors or agents, and in the sole purpose case of performing its RogCon, potential or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that actual assignees of the payments, in each case, the disclosees are case of whom prior to disclosure must be bound by written or professional obligations of confidentiality and non-use consistent with those contained no less restrictive than the obligations set forth in this Agreement; (e) disclosure to ARTICLE 11; provided, however, that the Receiving Party will remain responsible for any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound failure by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s any Person who receives Confidential Information pursuant to this ARTICLE 11 to treat such Confidential Information as required under this ARTICLE 11; and 11.2.6. in the case of Praxis, its Affiliates and sublicensees, use and disclosure of RogCon IP licensed to Praxis under this Agreement in the ordinary course of the exercise of the rights and licenses granted to Praxis hereunder and in the performance of its duties and obligations under the Ionis Agreement. If Confidential Information is disclosed in accordance with this Section 9.3(c) or (f)11.2, such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (other than by breach of this Agreement). Where reasonably possible and subject to Section 11.3 and Section 11.4, the Receiving Party shall promptly will notify the other Disclosing Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Receiving Party’s expense, in obtaining a protective order preventing or limiting intent to make such disclosure pursuant to the required disclosureapplicable subsection of this Section 11.2 before making such disclosure to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 8.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products patent rights as permitted contemplated by this Agreement Agreement; or any other written agreement between (ii) is reasonably necessary for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; oror (ii) to actual or potential investors, acquirors, licensors, licensees, collaborators or other business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration; provided that in each such case on the condition that such disclosees are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; (fc) complying with applicable Laws, including regulations promulgated such disclosure is required by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a such Party is required to make a disclosure of shall promptly inform the other Party’s Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information pursuant to Section 9.3(c) law or (f)court order shall take all steps reasonably necessary, such Party shall promptly notify the other Party including seeking of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining confidential treatment or a protective order preventing or limiting to ensure the required disclosurecontinued confidential treatment of such Confidential Information.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (ai) for filing or prosecuting Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting filing, prosecuting, and maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of Regulatory Authorities with respect to obtaining submitting and maintaining Regulatory Approval of Licensed Filings for Products as permitted by that such Party has a license or right to Develop or Commercialize under this Agreement in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or and defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges; and (e) disclosure to its or and its Affiliates’ employees, directorsconsultants, officerscontractors, agents, consultantslicensees, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or and sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, manufacture, or Commercialization of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under the Compound and Products in accordance with the terms of this Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreementherein; (ef) disclosure to any actual and bona fide potential or actual investorinvestors, acquiror or merger partner or acquirors, licensees, and other potential or actual financial or commercial partner partners solely for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition acquisition, collaboration, or other business relationship; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; orat least as (fg) complying with applicable Lawsdisclosure to Third Party licensors of intellectual property that is related to the Compound or any Product (e.g., including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersthe Third Party that is party to the Lundbeck License Agreement) for the purpose of meeting reporting obligations under such Third Party agreement. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.3(c) or (f13.3(d), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure disclosure, and shall to the extent possible, at least [***] notice, and use reasonable the same diligent efforts to assist secure confidential treatment of such Confidential Information as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other PartyParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3 shall remain Confidential Information and subject to the restrictions set forth in this Agreement, at such other Party’s expense, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Section 13.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 11.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Bulk Product or any other written agreement between the Parties; API; or (cii) for prosecuting or defending litigation as contemplated by this Agreement or the License Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementhaving a minimum term of five years; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c11.2(a) or (f11.2(d), such Party shall promptly notify the other Party of such required disclosure and and, upon the other Party’s request, shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Party may disclose to a Third Party the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such the other Party: (a) filing or prosecuting Patents in accordance with Section 8.29.3; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the PartiesProducts; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this AgreementAgreement or any other agreement between the Parties or their Affiliates; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror Acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each caseconnection with such disclosure, the disclosees are bound disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; provided, however, that where such potential Acquiror or merger partner is at such time a competitor of Servier in the Licensed Territory, i.e., a company clinically developing or commercializing in the Licensed Territory a product in one or several indications where the Product is being developed or is planned to be developed by written or professional obligations of confidentiality and non-use consistent Servier (and, where XOMA has not exercised the Cardiometabolic Indications Option, the same applies in the Retained Territory), XOMA shall prior to such disclosure obtain Servier’s approval with those contained in this Agreementrespect to such disclosure; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cSections 10.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 7.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in for (i) the following instances; provided that notice Development, manufacture and/or Commercialization of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to CD38 Product, including obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Approval; or any other written agreement between (ii) the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; oror (ii) to actual or potential investors, acquirers, licensors, licensees, collaborators or other business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration; provided that in each such case on the condition that such disclosures are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; (fc) complying with such disclosure is required by applicable Laws, including regulations promulgated by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a such Party is required to make a disclosure of shall promptly inform the other Party’s Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed under this Section 7.2(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7, and the Party disclosing Confidential Information pursuant to Section 9.3(c) applicable Law shall take all steps reasonably necessary, including seeking of confidential treatment or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting to ensure the required disclosurecontinued confidential treatment of such Confidential Information.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement a Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 4.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent Rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement a Product or any submission of information to tax or other written agreement between the Parties; Governmental Authorities; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions ; or proceedings in accordance (iv) complying with Section 8.3 or 8.4Applicable Law; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-attorneys, accountants, sources of debt or equity financing, insurers or licensors who need to know basis such information in order for the sole purpose of performing such Party to perform its or its Affiliates’ obligations or exercising exercise its or its Affiliates’ rights under this Agreement, and to potential acquirers, merger partners, strategic partners, or sources of debt or equity financing, and their professional advisors, for use in diligence and related activities in the proposed transaction(s); provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent use, or by equivalent professional ethical obligations, no less stringent than those of this Agreement with those contained in this Agreementa reasonable duration based on customary terms; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that that, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent no less stringent than to those of this Agreement with those contained a reasonable duration based on customary terms, and further provided that in this Agreementthe case of any such disclosure of Confidential Information to any actual or potential competitor of either Party, all competitively sensitive information (including, for the avoidance of doubt, all financial information) herein shall be redacted until, subject to Applicable Laws, the execution of a definitive agreement with such actual or potential competitor to implement a transaction with the receiving Party is imminent; or (fd) complying such disclosure is reasonably necessary to comply with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or orders. other order. (e) Notwithstanding the foregoing, in the event if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c4.2(a)(iii)-(iv) or (f4.2(d), then such Party shall (i) promptly notify the other Party of such required disclosure disclosure, (ii) give the other Party an opportunity to seek confidential treatment and, upon the other Party’s request, such Party and its Affiliates shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosuredisclosure and (iii) if the other Party is unsuccessful in its efforts pursuant to subsection (ii), disclose only that portion of the Confidential Information that such Party is legally required to disclose.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated herein; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4herein; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractorsSublicensees, licensees or sublicensees, (including Inovio Partners) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementhereunder; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement;; or (ec) such disclosure is (i) reasonably necessary to comply with applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges (the “Securities Regulators”, including without limitation to, the Securities and Futures Commission of Hong Kong, The Stock Exchange of Hong Kong Limited, the China Securities Regulatory Commission, the Shanghai Stock Exchange or the U.S. Securities and Exchange Commission), court order, administrative subpoena or order; or (ii) at the request of applicable Securities Regulators, or reasonably anticipated by one Party that such disclosure will be required by applicable Laws or applicable Securities Regulators; and (d) solely with respect to the terms of this Agreement and excluding disclosure of any other Confidential Information, such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersrequire each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a), 12.2(c) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 8.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice for (i) Development or Commercialization or manufacture or supply of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to Product, including obtaining and maintaining Regulatory Approval or patent protection, pursuant to the terms of Licensed Products as permitted by this Agreement Agreement; or any other written agreement between the Parties; (cii) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, the Receiving Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided financial advisors to provide advice to the Receiving Party, provided, that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement; ; or (eii) disclosure to any bona fide actual or potential or actual investorinvestors, acquiror or merger partner acquirers, licensors, licensees, collaborators or other potential or actual financial or commercial partner business partners solely for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition acquisition, license or other business relationshipcollaboration; provided that in each case, such case on the disclosees condition that such disclosures are bound in by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement; or (fc) complying with applicable such disclosure is required by Applicable Laws, including regulations promulgated by applicable security exchanges, court orders judicial or administrative subpoenas process. Confidential Information that is disclosed under this Section 8.2(c) will remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information pursuant to Applicable Laws may disclose, but only to the extent so required, and will take all steps reasonably necessary, including seeking of confidential treatment or ordersa protective order to ensure the continued confidential treatment of such Confidential Information. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c8.2(a)(ii) or (fSection 8.2(c), such Party shall promptly notify it will give reasonable advance written notice to the other Party of such required disclosure and shall use reasonable efforts to assist allow the other Party, at such other Party’s expense, in obtaining Party a reasonable opportunity to seek a protective order preventing or limiting equivalent and use efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the required Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any such disclosure, however, will not relieve such Party of its obligations as the Receiving Party contained herein.

Authorized Disclosure. A (1) Each Party may disclose the Confidential Information of the other Party to the extent that such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyis: (a) filing made in response to a valid order of a court of competent jurisdiction; provided, however, that such Party will first have given notice to such other Party and given such other 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 prosecuting Patents 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 accordance with Section 8.2;response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order, as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such order, (b) complying otherwise required by law or regulation; provided, however, that the Party that is so required will provide such other Party with notice of such disclosure in advance thereof to the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Partiesextent practicable; (c) prosecuting made by such Party to the Regulatory Authorities as necessary for the development or defending litigation commercialization of a Product in a country, as contemplated required in connection with any filing, application or request for Regulatory Approval or as required by this Agreementapplicable securities laws and regulations; provided, including actions or proceedings in accordance with Section 8.3 or 8.4however, that reasonable measures will be taken to assure confidential treatment of such information; (d) disclosure made by such Party, in connection with the performance of this Agreement, to its such Party’s Affiliates, or its Affiliates’ employees, to directors, officers, agentsemployees, consultants, professional advisors, subcontractors, licensees representatives or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose agents of performing its such Party or its Affiliates’ obligations or exercising its or its Affiliates’ rights under , in each case on a need to know basis and solely for use of such information as permitted in this Agreement; , and provided that in each case, of the disclosees are foregoing recipients prior to disclosure must be bound by written or professional obligations of confidentiality and non-use consistent with at least equivalent in scope to those set forth in this Article 9 – ; or [ REDACTED ] = Certain confidential information contained in this Agreement;document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.” [ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.” (e) disclosure made by such Party to any bona fide existing or potential acquirers; investment bankers; existing or actual investorpotential investors, acquiror or merger partner candidates, venture capital firms or other potential financial institutions or actual financial or commercial partner investors for the sole purpose purposes of evaluating an actual or potential investmentobtaining financing; in each case on a need to know basis, acquisition or other business relationship; and provided that in each case, of the disclosees are foregoing recipients prior to disclosure must be bound by written or professional obligations of confidentiality and non-use consistent with at least equivalent in scope to those contained set forth in this Article 9 – . (2) In addition, the Purchaser may disclose Confidential Information of the Vendors to the extent that such disclosure is made to the Purchaser’s existing or potential sublicensees, licensors, or potential collaborators or bona fide strategic partners, in each case on a need to know basis and solely for use of such information as permitted in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding and provided that the foregoing, in the event a Party is required to make a disclosure Purchaser causes each of the other Party’s Confidential Information pursuant foregoing recipients must be bound by obligations of confidentiality and non-use at least equivalent in scope to Section 9.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, those set forth in obtaining a protective order preventing or limiting the required disclosurethis Article 9 – .

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with regulatory filings for the requirement of Regulatory Authorities with respect Product that such Party has a license or right to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Develop hereunder in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with Applicable Law, court orders or governmental regulations; (e) disclosure to its or and its Affiliates’ employees, directorsconsultants, officers, contractors and agents, consultantsto Endoceutics Collaborators (in the case of Endoceutics) and to Sublicensees (in the case of AMAG), professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, supply, manufacture, and Commercialization of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under the Product in accordance with the terms of this Agreement and the Supply Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement;herein; and (ef) disclosure to any bona fide potential or and actual investorinvestors, acquiror or merger partner or acquirors, licensees and other potential or actual financial or commercial partner partners solely for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that collaboration, in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersherein. Notwithstanding the foregoing, in the event if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.3(c) or (fd), such Party shall promptly notify it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own Confidential Information, but in no event less than reasonable efforts. In any event, the Parties shall take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3(c) or (d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 13. Each Party acknowledges and agrees that the other Party may be required by Applicable Law to submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party shall consult with the other Party with respect to the preparation and submission of a confidential treatment request for this Agreement; provided that, if such Party has given the other Party a reasonable time under the circumstances from the date of notice ([***]) by such Party of the required disclosure to comment upon, request confidential treatment, or approve such disclosure, then such Party may make such public disclosure at the time and shall use reasonable efforts in the manner reasonably determined by its counsel to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the be required disclosureby Applicable Law.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by any of the Transaction Agreements; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4any of the Transaction Agreements; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementany of the Transaction Agreements; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with at least as restrictive as those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementrequire each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cSections 12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information or the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated herein, subject to the prior consent of the Party owning the Confidential Information, which consent shall not be unreasonably withheld, conditioned, or delayed; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4herein; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesAffiliate’s shareholders, directors, officers, managers, employees, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementhereunder; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or advisor, lender, acquiror, merger partner partner, or other potential or actual financial or commercial partner or research collaborator for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are confidential nature of such Confidential Information and shall be bound by written or professional commercially reasonable obligations of confidentiality and non-use consistent with substantially similar to those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Article 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement subject to written prior approval the other Party which shall not be unreasonably withheld; (bii) complying to comply with the requirement requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Products; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement; in all such cases, including actions or proceedings in accordance with Section 8.3 or 8.4;reasonable efforts shall be made to limit any further disclosure beyond that directly required under subsections (i)-(iii). (db) such disclosure is reasonably necessary to its or its Affiliates’ , employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractors, and actual and potential licensees or sublicensees or bona fide potential subcontractors(but, licensees or sublicenseesin the case of disclosures by Licensee, subject to Article 12.3) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement including, with respect to Licensor, for the purpose of development, Localization, Manufacture, Commercialization or other exploitation of the Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall first obtain a prior written consent for the disclosure from the other Party and inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementrequire each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders or arbitration tribunal orders, administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cArticle 12.2 (a) or 12.2 (fd), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.. CONFIDENTIAL License and Distribution Agreement between Axxxxxx and Zylox

Authorized Disclosure. A Notwithstanding the obligations set forth in Article 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement (bsubject to Article 12.5 below); (ii) complying to comply with the requirement requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Products; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions the Pharmacovigilance Agreement or proceedings in accordance with Section 8.3 or 8.4the Supply Agreement; (db) such disclosure is reasonably necessary to its or its Affiliates’ , employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractors, and actual and potential licensees or sublicensees or bona fide potential subcontractorssub-licensees ( in the case of Licensee, licensees or sublicensees, to its Designated Parties and ) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement, the Pharmacovigilance Agreement or the Supply Agreement including, with respect to Licensor, for the purpose of Development, Manufacture, Commercialization or other exploitation of the Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementrequire each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cArticle 12.2 (a) or 12.2 (fd), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the full disclosure of the existence and terms of this Agreement may be made at any time and for any reason to whomsoever the Licensor determines has a legitimate need to know such terms including the Government of China and the Government of the United Kingdom.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 11.1, a Party or its Affiliate may disclose the other Party's Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated by this Agreement or the Supply Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or the Supply Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementhaving a minimum term of five (5) years; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event a Party or its Affiliate is required to make a disclosure of the other Party’s 's Confidential Information pursuant to Section 9.3(c11.2(a) or (f11.2(d), such Party shall promptly notify the other Party of such required disclosure and, upon the other Party's request, such Party and its Affiliates shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by the License Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Clearance and/or Approval of Licensed Products as permitted by this Agreement (or any other written agreement between pricing and reimbursement approvals) of any Manufactured Product; or (iii) for prosecuting or defending litigations as contemplated by the PartiesLicense Agreement; (cb) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees consultants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, contractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 8.2(a) or (fthrough 8.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Authorized Disclosure. A Party 8.2.1 Each party may disclose the Confidential Information of belonging to the other Party party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partysituations: (a) filing prosecuting or prosecuting Patents in accordance with Section 8.2defending litigation; (b) complying with in the requirement case of Regulatory Authorities with respect to obtaining Juno as the Receiving Party, filing or prosecuting patents and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Partiespatent applications; (c) prosecuting or defending litigation in the case of Juno as contemplated by this Agreementthe Receiving Party, including actions or proceedings in accordance regulatory filings with Section 8.3 or 8.4Competent Authorities for purposes of obtaining Registrations for Products; (d) complying with applicable laws and regulations, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates and potential or actual sublicensees, and any of its Affiliates’ employees, and their directors, officers, employees, agents, consultantspartners, professional advisorsincluding limited partners, subcontractorsand independent contractors, licensees or sublicensees or and any bona fide potential subcontractors, or actual licensees or sublicensees, collaborators only on a need-to-know basis for and solely as necessary in connection with the sole purpose performance of, and exercise of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under under, this Agreement; provided that in each case, the disclosees are Person receiving such Confidential Information must be bound by written or professional obligations of confidentiality and non-use consistent with at least as restrictive in scope as those contained set forth in this Agreement;Article 8 prior to any such disclosure; and (ef) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, acquiror or investment banker, acquirer, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationshippartner; provided that in each case, the disclosees are Person receiving such Confidential Information must be bound by written or professional obligations of confidentiality and non-use consistent with at least as restrictive in scope as those contained set forth in this Agreement; orArticle 8 prior to any such disclosure. (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. 8.2.2 Notwithstanding the foregoing, in the event a Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.3(c8.2.1(a) or (f8.2.1(d), such Receiving Party shall promptly notify will (i) give reasonable advance notice to the other Disclosing Party of such required disclosure in order to provide the Disclosing Party an opportunity to take legal action to prevent or limit such disclosure, and shall (ii) use reasonable efforts to assist secure confidential treatment of such information. In any event, the other Partyparties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. In connection with any disclosures of Confidential Information pursuant to Section 8.2.1(e) or 8.2.1(f), at the Receiving Party will be responsible for any breaches of the confidentiality obligations hereunder by any such other Persons to whom the Receiving Party discloses the Disclosing Party’s expense, in obtaining a protective order preventing or limiting the required disclosureConfidential Information under such subsections.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 13.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.2(a) or (f13.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 9.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably reasonable necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (dc) disclosure to its or and its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicenseesconsultants and contractors, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying disclosure to potential and actual: investors, acquirors (of part or all of the shares and/or assets of a Party or an Affiliate), collaborators, licensors, licensees and sublicensees and other financial or commercial partners, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration, license or sublicense; provided that in each case, the discloses are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement (provided that the term of such obligations may be shorter); or (e) to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas order; provided that the Party subject to such Laws shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or ordersto assist the other Party in obtaining, a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, in the event if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f9.2(e), such Party shall promptly notify the other Party of such required disclosure as far in advance as reasonably practicable (and shall use reasonable efforts in no event less than fifteen (15) Business Days prior to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting anticipated date of disclosure) to provide the required non-disclosing Party opportunity to review and comment upon the disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting prosecution of Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted contemplated by this Agreement Agreement; (ii) in connection with regulatory filings for the Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (ii) to actual or potential investors, acquirers, licensors, licensees, collaborators or other business or financial partners (including royalty financing partners) solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license, collaboration, financing or other business transaction; provided that in each such case on the condition that such disclosees are bound by confidentiality and non-use obligations consistent with those contained in this Agreement and provided further that any breach of the confidentiality and non-use provisions of this Article 10 by any such disclosee shall be deemed a breach of this Article 10 by the receiving Party; or (fc) complying with applicable Laws, including regulations promulgated such disclosure is required by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify inform the other Party of such required disclosure and shall use reasonable efforts to assist provide the other PartyParty an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 10, at such other Party’s expenseand the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, in obtaining including seeking of confidential treatment or a protective order preventing or limiting order, to ensure the required disclosurecontinued confidential treatment of such Confidential Information.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated herein; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4herein; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractorsSublicensees, licensees or sublicensees, (including Aravive Partners) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementhereunder; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fc) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations or rules promulgated by applicable security exchangessecurities commissions (or other (d) solely with respect to the terms of this Agreement and excluding disclosure of any other Confidential Information, court orders such disclosure is reasonably necessary to any bona fide potential or administrative subpoenas actual investor, acquiror, merger partner, or ordersother financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, financing, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a), 12.2(c) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expensewhere necessary, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Party Either party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partysituations: (a) filing prosecuting or prosecuting Patents in accordance with Section 8.2defending litigation; (b) complying with the requirement of Regulatory Authorities with respect to obtaining applicable laws and maintaining Regulatory Approval of Licensed Products as permitted regulations, including regulations promulgated by this Agreement or any other written agreement between the Partiessecurities exchanges; (c) prosecuting complying with a valid order of a court of competent jurisdiction or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4other Governmental Entity; (d) for regulatory, Tax or customs purposes; (e) for audit purposes; (f) disclosure to its or its Affiliates’ employees, directors, managers, trustees, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, employees and agents only on a need-to-know basis for and solely in connection with the sole purpose performance of performing its this Agreement or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; oversight of the transactions contemplated hereby, provided that in each case, the disclosees are disclose must be bound by written or professional customary obligations of confidentiality and non-use consistent with those contained in this Agreementbefore any such disclosure; (eg) upon the prior written consent of the Disclosing Party; or (h) disclosure to any bona fide potential or actual investorits investors and other sources of funding, acquiror or merger partner or including debt financing, and their respective accountants, financial advisors and other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investmentprofessional representatives, acquisition or other business relationship; provided that in such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each case, the disclosees are disclose must be bound by written or professional customary obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersbefore any such disclosure. Notwithstanding the foregoing, in the event a that the Non-Disclosing Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.3(cSections 7.02(a), (b), (c) or (fd), such the Non-Disclosing Party shall promptly notify shall, except where impracticable, give reasonable advance notice to the other Disclosing Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such information. In any event, UTS1 shall not file any patent application based on or using the other PartyConfidential Information of the Company provided hereunder or otherwise assert any ownership claim with respect to, at such other Party’s expenseor claim any right to make, in obtaining a protective order preventing use or limiting sell products incorporating, the required disclosureExtraction Technology.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (ai) for filing or prosecuting Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, agents, directors, officers, agents, consultants, professional contractors, legal advisors, subcontractorsaccountants, financial advisors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 7.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement (which terms shall be the Confidential Information of the other Party both Parties) to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure: (i) is reasonably necessary for filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products Patent rights as permitted contemplated by this Agreement Agreement; or any other written agreement between the Parties; (cii) is reasonably necessary for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (ii) to actual or potential investors or acquirors solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors or acquirors are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; or (fc) complying with applicable Laws, including regulations promulgated such disclosure is required by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify inform the other Party of such required disclosure and shall use reasonable efforts to assist provide the other PartyParty an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7, at such other Party’s expenseand the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, in obtaining including seeking of confidential treatment or a protective order preventing or limiting order, to ensure the required disclosurecontinued confidential treatment of such Confidential Information; or (d) such disclosure is reasonably necessary for a sublicensee to exercise its rights under the applicable Sublicense Agreement, on the condition that such sublicensee is bound by confidentiality and non-use obligations consistent with those contained in the Agreement; or (e) such disclosure is reasonably necessary for the performance of work relating to BL-1020 by any subcontractor, on the condition that such subcontractor is bound by confidentiality and non-use obligations consistent with those contained in the Agreement.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 10.1, either Party or its respective Affiliates may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent or Trademark rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, attorneys, accountants, lenders, insurers, shareholders, or licensors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationshiprelationship with the disclosing Party; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementhaving a minimum term of two (2) years; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event a if either Party or any of its respective Affiliates is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c10.2(a) or (f10.2(d), such Party shall will promptly notify the other Party of such required disclosure and, upon the other Party’s request, such Party and shall its Affiliates will use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosuredisclosure at the non-disclosing Party’s sole cost.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with regulatory filings for the requirement of Regulatory Authorities with respect Product that such Party has a license or right to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Develop hereunder in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with applicable court orders or governmental regulations; and (e) disclosure to its or and its Affiliates’ employees, directorsconsultants, officers, contractors and agents, consultantsto ChemoCentryx Collaborators (in the case of ChemoCentryx) and to Sublicensees (in the case of VIT), professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, manufacture and Commercialization of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under Compounds and the Product in accordance with the terms of this Agreement and the Supply Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement;herein; and (ef) disclosure to any bona fide potential or and actual investorinvestors, acquiror or merger partner or acquirors, licensees and other potential or actual financial or commercial partner partners solely for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that collaboration, in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersherein. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.3(c) or (fd), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other PartyParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3(c) or (d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, at such other Party’s expense, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Article 13.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Prosecuting Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of Regulatory Authorities with respect Filings for Products that such Party has a license or right to obtaining Develop and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the PartiesCommercialize hereunder; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with applicable court orders or Applicable Laws; and (e) disclosure to its or Representatives, and to its Affiliates’ employeesactual and prospective licensees and Sublicensees and contract manufacturing organizations, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, Manufacture and Commercialization of performing its or its Affiliates’ the Compound and Products and performance of Medical Affairs and other rights and obligations or exercising its or its Affiliates’ rights under in accordance with the terms of this Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained herein and for a duration that is reasonable in this Agreement;the circumstances; and (ef) disclosure to any bona fide potential or and actual investorinvestors, acquiror or merger partner or acquirors, licensees, Sublicensees and other potential or actual financial or commercial partner collaboration partners solely for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that collaboration, in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent at least as stringent as those herein and for a duration that is reasonable in the circumstances, provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with those contained in this Agreement; or (f) complying with applicable Lawssuch potential investment, including regulations promulgated by applicable security exchanges, court orders acquisition or administrative subpoenas or orderscollaboration. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.3(c) or (fSection 13.3(d), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other PartyParties agree to take all reasonable action to avoid to the greatest extent possible disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3(c) or Section 13.3(d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, at such other Party’s expense, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Article 13.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement (which terms shall be the Confidential Information of the other Party both Parties) to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure: (i) is reasonably necessary for filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products Patent rights as permitted contemplated by this Agreement Agreement; or any other written agreement between the Parties; (cii) is reasonably necessary for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; enabling such individuals to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (ii) to actual or potential investors or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors or acquirers are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; or (fc) complying with applicable Laws, including regulations promulgated such disclosure is required by applicable security exchanges, court orders judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify inform the other Party of such required disclosure and shall use reasonable efforts to assist provide the other PartyParty an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 12, at such other Party’s expenseand the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, in obtaining including seeking of confidential treatment or a protective order preventing order, to ensure the continued confidential treatment of such Confidential Information; or (d) such disclosure is reasonably necessary to its collaborators in its respective Territory (including clinical research organizations, hospitals, doctors, consultants, subcontractors and Affiliates) for the purpose of Pre-Commercialization and/or Commercialization activities, solely for the purpose of carrying out such collaboration, on the condition that such collaborators are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; or (e) such disclosure is required by applicable Law, including without limitation U.S. federal or limiting the required disclosurestate securities laws and regulations.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities and applicable Laws with respect to obtaining and maintaining Regulatory Approval Approval(s) of Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation or taking other appropriate enforcement actions as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional contractors, licensees, sublicensees, attorneys, accountants, advisors, subcontractorslenders, licensees insurers or sublicensees or bona fide potential subcontractors, licensees or sublicensees, licensors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, Sublicensee or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by reasonable written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementuse; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security securities exchanges, court orders or orders, administrative subpoenas or ordersother orders by a Governmental Authority. Notwithstanding the foregoing, in the event if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall will promptly notify in writing the other Party of such required disclosure and, upon the other Party’s request, such Party and shall its Affiliates will use reasonable and timely efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of filing Regulatory Authorities with respect Filings for Products that such Party has a license or right to obtaining Develop and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Commercialize hereunder in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or orders from a court having competent jurisdiction or administrative orders; (e) disclosure to potential and actual investors, acquirors, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (f) disclosure to its or and its Affiliates’ employeesofficers, directors, officers, agentsemployees, consultants, professional advisorscontractors, subcontractorsand agents, to its licensees or sublicensees or bona fide potential subcontractors, licensees or and sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, manufacture, or Commercialization of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under the Compound and Products in accordance with the terms of this Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement; (e) disclosure herein. For the avoidance of any doubt, Collaborator shall not be permitted to disclose, for any bona fide potential reason, any Confidential Information of Exelixis to [ * ] or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by [ * ] without Exelixis’ prior written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersconsent. 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 9.3(c13.3(c) or (f13.3(d), such Party shall promptly notify it [ * ] = 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. will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other PartyParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3(c) or 13.3(d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, at such other Party’s expense, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Article 13.

Authorized Disclosure. A Notwithstanding the obligations set forth in Article12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement the Products; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) ; such disclosure is reasonably necessary to its or its Affiliates’ , employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractors, and actual and potential licensees or sublicensees or bona fide potential subcontractors(but, licensees or sublicenseesin the case of Licensee, subject to Article 12.6) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or the Supply Agreement including, with respect to Licensor, for the purpose of Development, manufacture, Commercialization or other exploitation of the Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) ; such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or professional obligations of confidentiality and non-use consistent such disclosure is reasonably necessary to comply with those contained in this Agreement; or (f) complying with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cArticle12.2 (a) or 12.2 (fd), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the full disclosure of the existence and terms of this Agreement may be made at any time and for any reason to whomsoever the Licensor determines has a legitimate need to know such terms including, without limitation, the Government of China and the Government of Germany. Without limitation of any of the foregoing or the protections for CMC Data, Licensee shall adopt and implement reasonable procedures to limit the dissemination of Sensitive Information, including appropriate firewall procedures to prevent the disclosure of and use of Sensitive Information beyond the Limited Licensee Regulatory Team members who are required to receive such information in order to prepare, submit, obtain or maintain a Regulatory Approval for the Product in the Field in the Territory or if access to CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in the Field in the Territory, segregating all Sensitive Information from its own information or materials or that of others (including Affiliates) in order to prevent commingling and securing all tangible embodiments of such Sensitive Information in a safe, locked file, or other suitable locked container, or on a secure, password-protected computer or in a locked room with restricted access when such items are not in use; not copying or otherwise duplicating any embodiments of the Sensitive Information, except as necessary to prepare, submit, obtain or maintain a Regulatory Approval for the Product in the Territory or if the copy or duplication of the CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in the Field in the Territory (provided that any such copies or duplications of such Sensitive Information shall be marked “confidential,” “proprietary,” or the like), and notifying Licensor immediately, and cooperating with Licensor as Licensor may reasonably request, upon any discovery of any loss or compromise of Sensitive Information. Notwithstanding the foregoing, to the extent any Sensitive Information is subject to the exceptions set forth in Article12.2, such Sensitive Information shall not be subject to this Article12.3.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 9.1 (Confidentiality), a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: 9.2.1. such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent Rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement a Product or any submission of information to tax or other written agreement between the Parties; Governmental Authorities; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions ; or proceedings in accordance (iv) complying with Section 8.3 or 8.4applicable Law; (d) 9.2.2. such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorslicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-attorneys, accountants, sources of debt or equity financing, insurers, or licensors who need to know basis such information in order for the sole purpose of performing such Party to perform its or its Affiliates’ obligations or exercising exercise its or its Affiliates’ rights under this Agreement; provided that that, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent no less stringent than those of this Agreement with those contained in this Agreementa reasonable duration based on customary terms; (e) 9.2.3. such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, collaborator, licensee or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition acquisition, license or other business relationship; provided that that, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent no less stringent than to those of this Agreement with those contained a reasonable duration based on customary terms, and further provided that in this Agreementthe case of any such disclosure of Confidential Information to any actual or potential competitor of either Party, all competitively sensitive information (including, for the avoidance of doubt, all financial information) herein will be redacted until, subject to applicable Laws, the execution of a definitive agreement with such actual or potential competitor to implement a transaction with the receiving Party is imminent; or (f) complying 9.2.4. such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena, or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c9.2.1 (Authorized Disclosure) or 9.2.4 (fAuthorized Disclosure), then such Party shall will (i) promptly notify the other Party of such required disclosure disclosure, (ii) give the other Party an opportunity to seek confidential treatment and, upon the other Party’s request, such Party and shall its Affiliates will use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure, and (iii) if the other Party is unsuccessful in its efforts pursuant to subsection (ii), disclose only that portion of the Confidential Information that such Party is legally required to disclose.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 11.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure is required to be made (i) for the filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement or the Supply Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is required to be made to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or the Supply Agreement; provided provided, however, that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is required to be made to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided provided, however, that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementcause each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is required in order to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c11.2(a) or (f11.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding Section 10.1, the Receiving Party may disclose the Confidential Information of the other Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting or defending Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement applicable court orders or any other written agreement between the Partiesgovernmental regulations; (c) prosecuting disclosure to Affiliates, actual and potential licensees and Sublicensees, employees, contractors, consultants or defending litigation as contemplated by agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, including actions provided, in each case, that any such Affiliate, actual or proceedings potential licensee or Sublicensee, employee, contractor, consultant or agent agrees to be bound by terms of confidentiality and non-use comparable in accordance with Section 8.3 or 8.4scope to those set forth in this Article 10; (d) disclosure to its existing investors, acquirors or its Affiliates’ employeescollaborators or potential investors, directorsacquirors or collaborators in connection with due diligence or similar investigations by such Third Parties; provided, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are that any such existing or potential investor, acquiror or collaborator agrees to be bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement;Agreement as they apply to the Receiving Party; and (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders U.S. Securities and Exchange Commission Hong Kong Stock Exchange or administrative subpoenas Euronext filing or ordersdisclosure requirements. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f10.3(b), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable best efforts to assist secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of filing Regulatory Authorities with respect Filings for Products that such Party has a license or right to obtaining Develop and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Commercialize hereunder in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or orders from a court having competent jurisdiction or administrative orders; [ * ] = 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. (e) disclosure to potential and actual investors, acquirors, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (f) disclosure to its or and its Affiliates’ employeesofficers, directors, officers, agentsemployees, consultants, professional advisorscontractors, subcontractorsand agents, to its licensees or sublicensees or bona fide potential subcontractors, licensees or and sublicensees, in each case on a need-to-know basis for in connection with the sole purpose Development, manufacture, or Commercialization of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under the Compound and Products in accordance with the terms of this Agreement; provided that , in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement; (e) disclosure herein. For the avoidance of any doubt, Collaborator shall not be permitted to disclose, for any bona fide potential reason, any Confidential Information of Exelixis to [ * ] or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by [ * ] without Exelixis’ prior written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersconsent. 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 9.3(c13.3(c) or (f13.3(d), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the other PartyParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Section 13.3(c) or 13.3(d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, at such other Party’s expense, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Article 13.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement a Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that that, in connection with such disclosure, such Party shall inform each casedisclosee of the confidential nature of such Confidential Information, and the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; and provided further, that no financial terms shall be disclosed to any such potential investor, acquirer or partner if it has a Competing Program; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Any information disclosed pursuant to Section 12.2(a) through Section 12.2(d) shall still be deemed Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of Article 12.

Authorized Disclosure. A (a) Notwithstanding the obligations set forth in Section 9.1, a Party may disclose the other Party’s Confidential Information of the other Party to the extent such extent: (i) Such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, ’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party in connection with its or its Affiliates’ obligations or exercising its or its Affiliates’ rights performance under this Agreement; , provided that in each casesuch case such directors, the disclosees attorneys, independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in this Agreement; (eii) Such disclosure is required by a valid order of a court or government agency, provided that in such event such Party shall promptly inform the other Party in writing of such required disclosure and provide the other Party with an opportunity to any bona fide challenge or limit the disclosure obligations, subject to Section 9.4; or (iii) Such disclosure is required by applicable Laws or good clinical practices for patient safety. (b) Further, [*], a Party may [*] disclose the other Party’s Confidential Information (i) to actual or potential or actual investorinvestors, acquiror sublicensees, acquirers and or merger partner or other potential or actual financial or commercial partner partners solely for the sole purpose of evaluating an actual or potential investment, (sub)license, acquisition or other business relationshipmerger; provided that in each casesuch case such actual or potential investors, the disclosees (sub)licensees, acquirers or merger parties are bound by written or professional obligations of confidentiality and non-use obligations consistent with those contained in the Agreement; (ii) if such disclosure is reasonably necessary for the filing or prosecuting Patent rights as contemplated by this Agreement; oror (iii) if such disclosure is reasonably necessary for prosecuting or defending litigation as contemplated by this Agreement [*]. (fc) complying Notwithstanding subsection (b)(i) above, the receiving Party shall be allowed to disclose [*] the following Confidential Information to actual or potential investors, sublicensees, acquirers and or merger partners that are bound by confidentiality and non-use obligations consistent with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, those contained in the event a Party is required to make a disclosure Agreement without the prior written consent of the other disclosing Party’s Confidential Information : (i) [*]. (ii) [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Section 9.3(c) or (f)Rule 24b-2 of the Securities Exchange Act of 1934, such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureas amended.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 11.1, a Party may disclose the other Party’s Confidential Information, the terms of this Agreement (which terms shall be the Confidential Information of both Parties) and the other Party existence of this Agreement to the extent extent: 11.2.1 such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable necessary: (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, ’s directors, officersattorneys, agentsindependent accountants or financial advisors (collectively, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis “Advisors”) for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; enabling such Advisors to provide advice to the receiving Party, provided that in each case, such case on the disclosees condition that such Advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; oror (ii) to actual or potential investors or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors or acquirers are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; (f) complying with applicable Laws, including regulations promulgated 11.2.2 such disclosure is required by applicable security exchanges, court orders securities laws or judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify inform the other Party of such required disclosure and shall use reasonable efforts to assist provide the other PartyParty an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11, at such other Party’s expenseand the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, in obtaining including seeking of confidential treatment or a protective order preventing or limiting order, to ensure the required disclosurecontinued confidential treatment of such Confidential Information; or 11.2.3 such disclosure is reasonably necessary to its actual and potential collaborators (including CROs, CMOs, hospitals, doctors, consultants and subcontractors) for the purpose of the carrying out the Collaboration, on the condition that such entities and/or individuals are bound by confidentiality and non-use obligations consistent with those contained in the Agreement.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 9.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) filing or prosecuting Patents in accordance with Section 8.2; such disclosure is reasonably necessary: (bi) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement a Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or and its Affiliates’ employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractorscollaboration partners, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis solely for the sole purpose of of: (i) performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; or (ii) for the research, development or commercialization of any Products pursuant to this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c9.2(a) or (f9.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 7(a), a Party may disclose the other Party’s Confidential Information [and the terms and existence of the other Party this Agreement] to the extent extent: (i) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; ; (dii) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; ; (eiii) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or or (fiv) complying such disclosure is reasonably necessary to comply with applicable Lawslaws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cclause (iv) or (fof this Section 7(b), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated by any of the Transaction Agreements; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4any of the Transaction Agreements; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementany of the Transaction Agreements; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementrequire each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Clearance and/or Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of any Licensed Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees consultants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, contractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 10.2(a) or (fthrough 10.2(d), such Party shall promptly notify the other Party of such required disclosure and to the extent commercially reasonable, shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Each Party may disclose the Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partysituations: (a) filing regulatory filings and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission, the Commissione Nazionale per le Società e la Borsa or prosecuting Patents in accordance with Section 8.2other securities regulatory authority, The Nasdaq Stock Market LLC, the Mercato Telematico Azionario or other relevant exchange on which such Party is listed; (b) complying prosecuting or defending litigation; ** Indicates that certain information contained herein has been omitted and filed separately with the requirement of Regulatory Authorities Securities and Exchange Commission. Confidential treatment has been requested with respect to obtaining the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between such information has been filed separately with the Parties;Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance complying with Section 8.3 or 8.4applicable Laws; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, and any bona fide Third Party potential (sub)-licensees (including potential Third Party contract manufacturers and other licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, collaborators) only on a need-to-know basis for and solely as necessary in connection with the sole purpose performance of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under as otherwise contemplated by this Agreement; , provided that in each case, case the disclosees are recipient of such Confidential Information must agree to be bound by written or professional similar obligations of confidentiality and non-use consistent with at least as equivalent in scope as those contained set forth in this Agreement;Article 12 prior to any such disclosure; and (e) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, acquiror or investment banker, acquiror, merger partner partner, licensees, sublicensees or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationshippartner; provided that in each caseconnection with such disclosure, the disclosees are bound by written or professional obligations disclosing Party shall use all reasonable efforts to inform each recipient of confidentiality the confidential nature of such Confidential Information and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orderscause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to clause (a) through (c) of this Section 9.3(c) or (f)12.2, such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Party of such required disclosure and shall use reasonable efforts to assist and, if reasonably requested by the other Party, at use diligent efforts to secure confidential treatment of such other Party’s expenseinformation. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder except as otherwise provided in obtaining a protective order preventing this Agreement. Each Party will be responsible for any acts or limiting the required disclosureomissions of any Third Party to which such Party discloses Confidential Information in accordance with this Section 12.2.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure is reasonably necessary: (i) for filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of any Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement or any Ancillary Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees (including, with respect to Eagle, Eagle Licensees) or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or any Ancillary Agreement including, with respect to Eagle, for the purpose of Development, Manufacture, Commercialization or other exploitation of Licensed Product in the Eagle Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with at least as restrictive as those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained require each disclosee to agree in this Agreementwriting to treat such Confidential Information as confidential; or (fd) complying such disclosure is necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a)(ii) or (fa)(iii) or Section 12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partyextent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products Patent rights as permitted contemplated by this Agreement Agreement; or any other written agreement between (ii) is reasonably necessary for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, such Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION independent accountants and financial advisors are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (ii) to actual or potential investors and/or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors and/or acquirers are bound by confidentiality and non-use obligations consistent with those contained in the Agreement and having a minimum duration of at least five (5) years; or (fc) complying with applicable Laws, including regulations promulgated such disclosure is required by applicable security exchanges, court orders Law or judicial or administrative subpoenas or orders. Notwithstanding the foregoingprocess, provided that in the such event a such Party is required to make a disclosure of shall promptly inform the other Party’s Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by Law or judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 12, and the Party disclosing Confidential Information pursuant to Section 9.3(c) Law or (f)court order shall take all steps reasonably necessary, such Party shall promptly notify the other Party including seeking of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining confidential treatment or a protective order preventing or limiting to ensure the required disclosurecontinued confidential treatment of such Confidential Information.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party Party, solely to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of an Aradigm Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 11.2(a) or (fthrough 11.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of the Licensed Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Clearance and/or Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of any Licensed Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees consultants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, contractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 9.2(a) or (fthrough 9.2(d), such Party shall promptly notify the other Party of such required disclosure and to the extent commercially reasonable, shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Article 10.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employeesofficers, directors, officersemployees, agents, consultants, professional advisorscontractors, subcontractorsattorneys, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, accountants on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with no less stringent than those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreementuse; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersother order. Notwithstanding the foregoing, in the event if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cArticle 9.2(a) or (fArticle 9.2(d), such Party shall promptly notify the other Party of such required disclosure and, upon the other Party’s request, such Party and its Affiliates shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. In addition to the foregoing, whenever a Regulatory Authority requires, due to transparency policies or for other reasons, the public disclosure of Confidential Information of the other Party (including but not limited to jointly owned Confidential Information) the Party concerned shall be responsible for the redaction of such Confidential Information as required to protect personal data and the Confidential Information to the extent permitted by such Regulatory Authority.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent such disclosure is reasonably reasonable necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated permitted by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (dc) disclosure to its or and its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicenseesconsultants and contractors, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying disclosure to potential and actual: investors, acquirors (of part or all of the shares and/or assets of a Party or an Affiliate), collaborators, licensors, licensees and sublicensees and other financial or commercial partners, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration, license or sublicense; provided that in each case, the discloses are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement (provided that the term of such obligations may be shorter); or (e) to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas order; provided that the Party subject to such Laws shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or ordersto assist the other Party in obtaining, a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, in the event if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f10.2(e), such Party shall promptly notify the other Party of such required disclosure as far in advance as reasonably practicable (and shall use reasonable efforts in no event less than fifteen (15) Business Days prior to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting anticipated date of disclosure) to provide the required non-disclosing Party opportunity to review and comment upon the disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of the Licensed Products as permitted by this Agreement Products; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) ; such disclosure is reasonably necessary to its or its Affiliates’ , employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractors, and actual and potential licensees or sublicensees or bona fide potential subcontractors(but, licensees or sublicenseesin the case of Licensee, subject to Section 12.6) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement or the Supply Agreement including, with respect to Teva, for the purpose of Development, manufacture, Commercialization or other exploitation of the Licensed Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) ; such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or professional obligations of confidentiality and non-use consistent such disclosure is reasonably necessary to comply with those contained in this Agreement; or (f) complying with applicable Applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the full disclosure of the existence and terms of this Agreement may be made at any time and for any reason to whomsoever the Teva determines has a legitimate need to know such terms including, without limitation, the Government of China and the Government of the United States of America. Without limitation of any of the foregoing or the protections for CMC Data in Section 5.5‎5.4, Licensee shall adopt and implement reasonable procedures to limit the dissemination of Sensitive Information, including appropriate firewall procedures to prevent the disclosure of and use of Sensitive Information beyond the Limited Licensee Regulatory Team members who are required to receive such information in order to prepare, submit, obtain or maintain a Regulatory Approval for the Specialty Product in the Field in the Territory or if access to CMC Data is otherwise necessary for regulatory or quality reasons to sell the Specialty Product in the Field in the Territory, segregating all Sensitive Information from its own information or materials or that of others (including Affiliates) in order to prevent commingling and securing all tangible embodiments of such Sensitive Information in a safe, locked file, or other suitable locked container, or on a secure, password-protected computer or in a locked room with restricted access when such items are not in use; not copying or otherwise duplicating any embodiments of the Sensitive Information, except as necessary to prepare, submit, obtain or maintain a Regulatory Approval for the Specialty Product in the Territory or if the copy or duplication of the CMC Data is otherwise necessary for regulatory or quality reasons to sell the Specialty Product in the Field in the Territory (provided that any such copies or duplications of such Sensitive Information shall be marked “confidential,” “proprietary,” or the like), and notifying Teva immediately, and cooperating with Teva as Teva may reasonably request, upon any discovery of any loss or compromise of Sensitive Information. Notwithstanding the foregoing, to the extent any Sensitive Information is subject to the exceptions set forth in Section 12.2, such Sensitive Information shall not be subject to this Section 12.3.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by any of the Transaction Agreements; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4any of the Transaction Agreements; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementany of the Transaction Agreements; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreementrequire each disclosee to treat such Confidential Information as confidential; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 6.1, a Party may disclose the other Party’s Confidential Information or the terms of the other Party this License Agreement to the extent extent: 6.2.1. such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of patent rights as contemplated herein, subject to the prior consent of the Party owning the Confidential Information, which consent shall not be unreasonably withheld, conditioned, or delayed; or (bii) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4herein; (d) 6.2.2. such disclosure is reasonably necessary to its or its Affiliates’ employeesshareholders, directors, officers, managers, employees, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementhereunder; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this License Agreement; (e) 6.2.3. such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or advisor, lender, acquiror, merger partner partner, or other potential or actual financial or commercial partner or research collaborator for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are confidential nature of such Confidential Information and shall be bound by written or professional commercially reasonable obligations of confidentiality and non-use consistent with substantially similar to those contained in this License Agreement; or (f) complying 6.2.4. such disclosure is reasonably necessary to comply with applicable Lawslaws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) 6.2.1 or (f)6.2.4, such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of a Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, employees, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreement; orcause each disclosee to treat such Confidential Information as confidential; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. For clarity, [***].

Authorized Disclosure. A Nothing in this Agreement precludes a Party may disclose from disclosing the Confidential Information of the other Party to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; or other Intellectual Property Rights as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of any Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, subcontractors on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that that, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition acquisition, or other business relationship, or any legal counsel for advice regarding this Agreement; provided that that, in each casecase where the obligation does not already exist, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable LawsApplicable Law, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Each Party acknowledges that the other Party will be required to disclose the full text of this Agreement in its public filings with applicable securities exchanges. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to this Section 9.3(c) or (f)11.2, such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Party Either party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partysituations: (a) filing prosecuting or prosecuting Patents in accordance with Section 8.2defending litigation; (b) complying with the requirement of Regulatory Authorities with respect to obtaining applicable laws and maintaining Regulatory Approval of Licensed Products as permitted regulations, including regulations promulgated by this Agreement or any other written agreement between the Partiessecurities exchanges; (c) prosecuting complying with a valid order of a court of competent jurisdiction or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4other Governmental Entity; (d) for regulatory, Tax or customs purposes; (e) for audit purposes; (f) disclosure to its or its Affiliates’ employees, directors, managers, trustees, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, employees and agents only on a need-to-know basis for and solely in connection with the sole purpose performance of performing its this Agreement or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; oversight of the transactions contemplated hereby, provided that in each case, the disclosees are disclose must be bound by written or professional customary obligations of confidentiality and non-use consistent with those contained in this Agreementbefore any such disclosure; (eg) upon the prior written consent of the Disclosing Party; or (h) disclosure to any bona fide potential or actual investorits investors and other sources of funding, acquiror or merger partner or including debt financing, and their respective accountants, financial advisors and other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investmentprofessional representatives, acquisition or other business relationship; provided that in such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each case, the disclosees are disclose must be bound by written or professional customary obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersbefore any such disclosure. Notwithstanding the foregoing, in the event a that the Non-Disclosing Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Section 9.3(cSections 7.02(a), (b), (c) or (fd), such the Non-Disclosing Party shall promptly notify shall, except where impracticable, give reasonable advance notice to the other Disclosing Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such information. In any event, Working Interest Holder shall not file any patent application based on or using the other PartyConfidential Information of the Company provided hereunder or otherwise assert any ownership claim with respect to, at such other Party’s expenseor claim any right to make, in obtaining a protective order preventing use or limiting sell products incorporating, the required disclosureExtraction Technology.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (ai) for filing or prosecuting Patents in accordance with Section 8.2; Patent rights as contemplated by this Agreement; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by Product pursuant to this Agreement Agreement; or any other written agreement between the Parties; (ciii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisorscontractors, subcontractorsor Sublicensees, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicenseesas applicable, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality confidentiality, non-disclosure and non-use consistent with that are at least as restrictive as those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each casedisclosee of the confidential nature of such Confidential Information; and provided, the disclosees are further, that such disclosee is bound by written or professional obligations of confidentiality confidentiality, non-disclosure and non-use consistent with at least as restrictive as those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cSections 12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Each receiving Party may disclose the Confidential Information of belonging to the other disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing filing, prosecuting, or prosecuting maintaining Patents in accordance with Section 8.2as permitted by this Agreement; (b) complying with regulatory filings for Products (for ALFRESA, only in the requirement of Regulatory Authorities with respect ALFRESA Territory) that such Party has a license or right to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Develop hereunder in a given country or any other written agreement between the Partiesjurisdiction; (c) prosecuting or defending litigation as contemplated by arising under this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) complying with applicable court orders or governmental regulations; and (e) disclosure to its or and its Affiliates’ employees, directors, officers, contractors and agents, consultantsto ARS Collaborators (in the case of ARS) and to Sublicensees (in the case of ALFRESA), professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, in each case on a need-to-know basis in connection with the Development and manufacture of Compositions, and Development, manufacture and Commercialization of Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (f) disclosure to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the sole purpose of performing its evaluating or its Affiliates’ obligations carrying out an actual or exercising its potential investment, acquisition or its Affiliates’ rights under this Agreement; provided that collaboration in such receiving Party, in each case, the disclosees are bound by case under written or professional obligations of confidentiality and non-use consistent with at least as stringent as those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersherein. Notwithstanding the foregoing, in the event a receiving Party is required to make a disclosure of the other disclosing Party’s Confidential Information pursuant to Section 9.3(c12.3(c) or (fd), and before making any such Party shall promptly notify disclosure, it will, except where impracticable or prohibited, give prompt advance written notice to the other disclosing Party of such required disclosure requirement and its intended disclosure, and shall use reasonable cooperate with the disclosing Party’s efforts to assist limit or avoid such disclosure and/or to seek a protective order, confidential treatment of such Confidential Information or other available remedy.. In any event, the other Party, at such other Parties agree to take all reasonable action to avoid disclosure of a disclosing Party’s expenseConfidential Information hereunder. Any information disclosed pursuant to Section 12.3(c) or (d) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, in obtaining a protective order preventing or limiting including the required disclosureforegoing provisions of this Article 13.

Authorized Disclosure. A Party (a) Either party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Partysituations: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (ci) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4litigation; (dii) complying with applicable laws and regulations, including regulations promulgated by securities exchanges; (iii) complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (iv) for regulatory, Tax or customs purposes; (v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non- use prior to any such disclosure; (vi) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, Affiliates and Representatives on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; basis, provided that in each case, the disclosees are recipient of Confidential Information must be bound by written or professional customary obligations of confidentiality and non-use consistent with those contained in this Agreementprior to any such disclosure; (evii) upon the prior written consent of the Non-disclosing Party; (viii) disclosure to any bona fide its potential or actual investorinvestors, acquiror or merger partner or and other potential or actual financial or commercial partner for the sole purpose sources of evaluating an actual funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition or other business relationship; provided and that in each case, the disclosees are recipient of Confidential Information must be bound by written or professional customary obligations of confidentiality and non-non- use consistent with those contained in this Agreementprior to any such disclosure; or (fix) complying with applicable Laws, including regulations promulgated as contemplated by applicable security exchanges, court orders or administrative subpoenas or orders. Section 9.6. (b) Notwithstanding the foregoing, in the event a the Disclosing Party is required to make a disclosure of the other Non-disclosing Party’s Confidential Information pursuant to Section 9.3(cSections 7.2(a)(i), (ii), (iii) or (fiv), such Party shall promptly notify it will, except where impracticable, give reasonable advance notice to the other Non-disclosing Party of such required disclosure and shall use reasonable efforts to assist secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information of Xxxxxx provided hereunder. (c) Notwithstanding anything set forth in this Agreement, including Section 7.2, material and documentation relating to the Seller’s Intellectual Property Rights may be only disclosed to or accessed by Xxxxx and its attorneys, without further disclosure to any other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosureRepresentative of Buyer.

Authorized Disclosure. A Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information of the other Party Party, solely to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting of Patents in accordance with Section 8.2; as contemplated by this Agreement; (bii) complying to comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement (or any other written agreement between the Parties; pricing and reimbursement approvals) of a Licensed Product; or (ciii) for prosecuting or defending litigation litigations as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or; (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court orders of competent jurisdiction, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(cany of Sections 10.2(a) or (fthrough 10.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in (i) for the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; of Patent rights as contemplated herein; (bii) complying to comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement Product; or any other written agreement between (iii) for the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4herein; (db) such disclosure is reasonably necessary to its or its Affiliates’ Affiliate’s employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractorsSublicensees, licensees or sublicensees, (including Genfit Partners) on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreementhereunder; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement;; or (ec) such disclosure is reasonably necessary to comply with applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court order, administrative subpoena or order; and (d) solely with respect to the terms of this Agreement and excluding disclosure of any other Confidential Information, such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquiror, merger partner partner, or other potential or actual financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each case, disclosee of the disclosees are bound by written or professional obligations confidential nature of confidentiality such Confidential Information and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or ordersrequire each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a), 12.2(c) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; and provided further, that no financial terms shall be disclosed to any such potential investor, acquirer or partner if it has a competing product to any Licensed Compound or Licensed Product; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c12.2(a) or (f12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Any information disclosed pursuant to Section 12.2(a) through Section 12.2(d) shall still be deemed Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of Article 12.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, Sublicensees on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with at least as restrictive as those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that that, in connection with such disclosure, such Party shall inform each casedisclosee of the confidential nature of such Confidential Information, and the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas order or ordersotherwise necessary for submitting information to the Internal Revenue Service or other Governmental Authority. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c10.2(a) or (f10.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure. Any information disclosed pursuant to Section 10.2(a) through Section 10.2(d) shall still be deemed Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of Article 10.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 9.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in for (i) the following instances; provided that notice Development, manufacture or Commercialization of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to Collaborative Product, including obtaining and maintaining Regulatory Approval or patent protection, pursuant to the terms of Licensed Products as permitted by this Agreement Agreement; or any other written agreement between (ii) the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4;; or (db) such disclosure is reasonably necessary: (i) to its or its Affiliates’ employees, the Receiving Party’s directors, officersattorneys, agents, consultants, professional advisors, subcontractors, licensees independent accountants or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis financial advisors for the sole purpose of performing its enabling such directors, attorneys, independent accountants or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; financial advisors to provide advice to the Receiving Party, provided that in each casesuch case on the condition that such directors, the disclosees attorneys, independent accountants and financial advisors are bound in writing by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; oror (ii) to actual or potential investors, acquirers, licensors, licensees, collaborators or other business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration; provided that in each such case on the condition that such disclosures are bound in writing by confidentiality and non-use obligations consistent with those contained in the Agreement; (fc) complying with applicable such disclosure is required by Applicable Laws, including regulations promulgated judicial or administrative process (such as vetting process of securities listing), and/or by applicable security competent securities regulators and stock exchanges, court orders including but not limited to the SEC, the HKEx and the SFC. Confidential Information that is disclosed under this Section 9.2(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9, and the Party disclosing Confidential Information pursuant to Applicable Laws may disclose, but only to the extent so required, and shall take all steps reasonably necessary and practicable, including seeking of confidential treatment or administrative subpoenas or ordersa protective order, to ensure the continued confidential treatment of such Confidential Information. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c9.2(a)(ii) or (fSection 9.2(c), such Party shall promptly notify it will, except where impracticable, give reasonable advance written notice to the other Party of such required disclosure and shall use reasonable efforts to assist allow the other Party, at such other Party’s expense, in obtaining Party a reasonable opportunity to seek a protective order preventing or limiting equivalent and use efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any 36. event, the required disclosureParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any disclosure under this Section 9.2 shall not relieve such Party of its obligations as the Receiving Party contained herein.

Authorized Disclosure. A Notwithstanding the obligations set forth in Section 13.1, a Party may disclose the other Party’s Confidential Information and the terms of the other Party this Agreement to the extent extent: (a) such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable (i) to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying comply with the requirement requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Products as permitted by this Agreement Product; or any other written agreement between the Parties; (cii) for prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (db) such disclosure is reasonably necessary to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractorscontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (ec) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror or acquirer, merger partner partner, licensee, sublicensee, or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; and provided further, that no financial terms shall be disclosed to any such potential investor, acquirer or partner if it has a competing product to any Licensed Compound or Licensed Product; or (fd) complying such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court orders order, administrative subpoena or administrative subpoenas or ordersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c13.2(a) or (f13.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other PartyParty in obtaining, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.