Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementSection 14.1, a Receiving Party or its Affiliates may use and disclose to Third Parties the other Party’s Confidential Information of to the Disclosing Party as follows: extent: (a) such disclosure is reasonably necessary (i) solely in connection with for the performance of its obligations filing or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in prosecuting Patents as contemplated by this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to comply with the extent requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to file or prosecute patentits employees, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirersagents, consultants, contractors, licensees or professional advisors sublicensees on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those basis for the sole purpose of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual performing its obligations owed to such Party’s or exercising its Affiliates’ licensor with respect to any intellectual property licensed to the other Party rights under this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; (c) such disclosure (including the terms of this Agreement) is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, licensee or other 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 Third Party to whom Confidential Information is disclosed of the confidential nature of such Confidential Information and cause each such Third Party to treat such Confidential Information as confidential; or (vd) as mutually agreed such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in writing by the Partiesevent a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 14.2(a) or 14.2(d), such Party shall promptly notify the other Party such required disclosure and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: to (i) solely in connection with employees, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, and sublicensees and to (ii) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; its Affiliates may disclose Confidential Information of the Disclosing Party (iii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Prenon-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiiii) on a need-to-know basis, in communication with actual or potential lenders, potential acquirers, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisadvisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iviii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (viv) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely 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 under confidentiality provisions no less restrictive than those in this Agreement(including, providedwithout limitation, that Confidential Information may be disclosed by a Receiving Party the rights to a governmental entity commercialize Product Candidates, Licensed Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies preclinical activities or Clinical Studiesclinical trials, marketing the ProductLicensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely 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 under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity commercialize Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Prepre-Clinical Studies clinical activities or Clinical StudiesTrials, marketing the ProductProducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or and its Affiliates Authorized Recipients may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary that such disclosure is (a) made in response to file or prosecute patenta valid order, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Productinquiry, or request (each an “Order”) of a court of competent jurisdiction or other agency, as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)applicable; provided, however, that if a the Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance must first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such Order or to obtain a protective order requiring that the Confidential Information and/or documents that are the subject of such disclosure requirement Order be held in confidence by such court or Agency or, if disclosed, be used only for the purposes for which the Order was issued; and will use its reasonable efforts to secure confidential treatment of such provided further that if an Order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such Order will be limited to that information that is legally required to be disclosed; disclosed in such response to such Order, and (iiib) in communication with actual or potential lendersrequired by Applicable Law. In addition, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) Astellas and its Authorized Recipients may disclose Confidential Information to the extent that such disclosure is required to comply reasonably deemed necessary by Astellas in connection with existing expressly stated contractual obligations owed to such Party’s Regulatory Submissions or its Affiliates’ licensor with respect to any intellectual property licensed to other regulatory activities regarding the other Party under this Agreement; or (v) as mutually agreed to Product in writing by the PartiesTerritory.

Authorized Disclosure. Except as otherwise expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party as follows: (ia) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including the right to grant licenses and sublicenses permitted hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)or registrations, complying with the terms of licenses from Third Parties, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Pre-Clinical Studies preclinical or Clinical Studies, clinical trials or marketing the ProductCollaboration Products, or as otherwise required by applicable law, regulation, rule or legal process Law (including the rules of the SEC and any stock exchangesecurities Laws); , provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing the other Party’s Confidential Information it will, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; , (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; , or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the PartiesParties in writing.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates A party may use and disclose to Third Parties Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) prosecuting or defending litigation; (b) complying with applicable laws and regulations, including regulations promulgated by securities exchanges; (c) complying with a valid order of the Disclosing Party as follows: a court of competent jurisdiction or other Governmental Entity; (id) for regulatory, Tax or customs purposes; (e) for audit purposes; (f) disclosure to its Affiliates, directors, managers, trustees, officers, employees and agents only on a need-to-know basis and solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under or oversight of the transactions contemplated hereby, provided that each disclosee must be bound by customary obligations of confidentiality provisions no less restrictive than those in this Agreementand non-use prior to any such disclosure; (g) upon the prior written consent of the Non-disclosing Party; or (h) disclosure to its investors and other sources of funding, including debt financing, and their respective accountants, financial advisors and other professional representatives, provided, that Confidential Information may such disclosure shall be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) made only to the extent reasonably necessary customarily required to file consummate such investment or prosecute patentfinancing transaction and that each disclosee must be bound by customary obligations of confidentiality and non-use prior to any such disclosure. Notwithstanding the foregoing, copyright and trademark applications (subject in the event the Disclosing Party is required to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules make a disclosure of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Non-disclosing Party’s Confidential Information pursuant to Sections 7.2(a), (b), (c) or (d), it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Non-disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) information. The covenants set forth in communication with actual or potential lendersthis Article 7 are in addition to, investorsand not in lieu of, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under existing confidentiality provisions no less restrictive than those of this Agreement; (iv) to obligations between Cibus and the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or Seller and/or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partiesmembers and managers.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; and (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) on a need-to-know basis, in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisadvisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrial Investigations, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Lithera IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Lithera, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Section 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party may disclose Confidential Information to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: : (ia) solely 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 under confidentiality provisions no less restrictive than those in this Agreement(including the rights to research, providedDevelop and Commercialize Licensed Products or EPIZYME Products, that Confidential Information may be disclosed by a Receiving Party as applicable, and to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; grant licenses and sublicenses hereunder); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical StudiesTrials, preparing and submitting INDs to Regulatory Authorities, marketing the ProductLicensed Products or EPIZYME Products, as applicable, or as is otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, provided however that if a Receiving Party or any of its Affiliates is required by law or regulation applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, reasonably cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; ; (iiic) in communication with actual or potential investors, lenders, investorsacquirors, merger partners, acquirers, consultants, advisors, licensees, sublicensees, collaborators or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a the Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement(including the right grant licenses and sublicenses hereunder); (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute patentprosecuting Patent, copyright and trademark applications (subject applications, complying with the terms of agreements with third parties in existence as of the Effective Date or thereafter pursuant to Section 11.4 below)which the Receiving Party first obtains rights to Patents licensed hereunder, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studiesregulatory approvals, marketing the Productproducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresexigent disclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or existing and potential lenders, investors, merger partners, acquirers, consultants, advisors (including attorneys and accountants) or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrial Investigations, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Company IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Company, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Article 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, Sublicensees, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except Each Party may disclose Confidential Information belonging to the other Party as expressly provided otherwise permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting, or maintaining Patents as permitted by this Agreement; (b) filing Regulatory Filings for Products that such Party has a license or right to Develop and Commercialize hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation as permitted by this Agreement; (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 and its Affiliates’ officers, directors, employees, consultants, contractors, and agents, to its licensees and sublicensees, in each case on a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely need-to-know basis in connection with the performance Development, manufacture, or Commercialization of its obligations or exercise the Compound and Products in accordance with the terms of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedin each case under written obligations of confidentiality and non-use at least as stringent as those herein. For the avoidance of any doubt, that Collaborator shall not be permitted to disclose, for any reason, any Confidential Information may be disclosed by of Exelixis to [ * ] or [ * ] without Exelixis’ prior written consent. Notwithstanding the foregoing, in the event that a Receiving Party is required to make a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules disclosure of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing other Party’s Confidential Information pursuant to Section 13.3(c) or 13.3(d), it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required at least as diligent as such Party would use to be disclosed; (iiiprotect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties 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 communication with actual or potential lendersthis Agreement, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality including the foregoing provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the PartiesArticle 13.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, ; provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (ve) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the limitations in this AgreementArticle 7, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of belonging to the Disclosing other Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in otherwise subject to this Agreement under confidentiality provisions no less restrictive than those in this AgreementArticle 7), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary in the following instances, but solely for the limited purpose of such necessity: (a) filing or prosecuting patents relating to file the PowderJect Technology, PowderJect Improvements, and/or AlgoRx Improvements; (b) regulatory and tax filings; (c) prosecuting or prosecute patent, copyright and trademark applications defending litigation; (subject to Section 11.4 below), d) complying with applicable governmental regulationslaws or regulations or valid court orders; (e) disclosure to Affiliates, obtaining Approvalslicensees, conducting Pre-Clinical Studies sublicensees, employees, consultants or Clinical Studies, marketing the Product, agents as needed in furtherance of a Party's obligations or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)rights under this Agreement; provided, however, that if prior to any disclosure pursuant to subsection (e) above, the disclosee must have agreed in writing to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7 (but with the duration to be limited to not less than five (5) years from date of disclosure). Notwithstanding the foregoing, in the event a Receiving Party or any of its Affiliates is required by law or regulation to make any such a disclosure of a Disclosing Party’s the other Parry's Confidential Information pursuant to subsections (a), (c) or (d) above, it will, except where impracticable for necessary disclosures, will give reasonable advance notice to the Disclosing other Party of such disclosure requirement obligation and will use its reasonable efforts endeavor in good faith to limit the extent of such disclosure and to secure a protective order or other confidential treatment of such Confidential Information required information, or to cooperate with the other Party's attempt to obtain such protective order or confidential treatment. Further, the Parties agree to consult with one another on the provisions of this Agreement to be disclosed; (iii) redacted in communication any filings made by a Party with actual the United States Securities and Exchange Commission or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is as otherwise required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partieslaw.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementSection 11.1, a Receiving Party or its Affiliates Affiliate may use and disclose to Third Parties the other Party’s Confidential Information and the terms of this Agreement to the Disclosing Party as follows: extent: (a) such disclosure is reasonably necessary (i) solely in connection with for the performance filing or prosecuting of its obligations or exercise of Patent rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in as contemplated by this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to comply with the extent requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to file or prosecute patentits officers, copyright and trademark applications (subject to Section 11.4 below)directors, complying with applicable governmental regulationsemployees, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirersagents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or professional advisors licensors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those basis for the sole purpose of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual performing its obligations owed to such Party’s or exercising its Affiliates’ licensor with respect to any intellectual property licensed to the other Party rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other 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 obligations of confidentiality and non-use having a minimum term of [***] (vor in respect of trade secrets, for such longer period as is set forth in the initial clause of Section 11.1); or (d) as mutually agreed such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 11.2(a) or 11.2(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 Party in writing by obtaining, a protective order preventing or limiting the Partiesrequired disclosure.

Authorized Disclosure. Except as expressly provided otherwise in this AgreementNotwithstanding the provisions of Section 6.1, a the Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in expressly permitted by this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright if and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) enforcing such Party’s rights under this Agreement and in connection with, Marketing Approvals and other regulatory filings and communications;. (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders, applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s securities are traded; (e) disclosure to Affiliates, actual and potential licensees and sublicensees, employees, consultants or agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its Affiliates’ licensor with respect to any intellectual property licensed to the other Party rights or fulfill its obligations under this Agreement; , provided, in each case, that any such Affiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this Article 6; (vf) as mutually agreed disclosure to Third Parties in writing connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use that are no less restrictive than the Partiesconfidentiality obligations herein.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or its Affiliates may use and disclose to Third Parties Confidential Information of belonging to the Disclosing other Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary in the following situations: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to file Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) filing or prosecute patentprosecuting Rigel Patents, copyright Joint Patents or AZ Patents; (b) submitting regulatory filings and trademark applications other filings with Governmental Authorities (subject to Section 11.4 belowincluding Regulatory Authorities), including filings with the SEC or the FDA, with respect to a Product; (c) prosecuting or defending litigation relating to the subject matter of this Agreement; (d) complying with applicable governmental regulationsApplicable Laws, obtaining Approvalsincluding regulations promulgated by securities exchanges, conducting Pre-Clinical Studies or Clinical Studies, marketing provided that the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation seeking to make any such disclosure of a Disclosing Party’s Confidential Information it willshall, except where impracticable for necessary disclosuresto the extent practicable, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required information; and (e) disclosure to be disclosed; (iii) in communication with actual or potential lendersits Affiliates, investorsemployees, merger partnersagents, acquirersand independent contractors, consultants, or professional advisors and any sublicensees only on a need-to-know basis, basis and solely as necessary in each case under confidentiality provisions no less restrictive than those connection with the exercise of this Agreement; (iv) to its rights or the extent such disclosure is required to comply with existing expressly stated contractual performance of its obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; , provided that each person or entity receiving such Confidential Information must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Article 12 prior to any such disclosure, provided that such confidentiality and non-use obligations may be subject to a shorter duration of no less than [ * ] (v[ * ]) as mutually agreed to in writing by the Partiesyears.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other Party to the extent that such use and disclosure is: 10.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body 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 governmental or regulatory body 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 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; 10.4.2 otherwise required by Applicable Laws, regulations or the rules of any nationally recognized security exchange; provided, however, that the Disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable; 10.4.3 made by such Party to the Regulatory Authorities as follows: (i) solely required in connection with any Regulatory Filing of INDs, BLAs, Marketing Approval applications, or similar applications or requests for Marketing Approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; 10.4.4 made by such Party, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisbasis to Affiliates, research parties, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in each case under confidentiality provisions no less restrictive than scope to those of set forth in this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.Section 10;

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or (and its Affiliates Affiliates) may use and disclose to Third Parties Confidential Information of the Disclosing other Party (and its Affiliates) as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those (including the rights to commercialize Products and to grant licenses and sublicenses hereunder) or to [***] actual or potential licensees of Amgen or sublicensees hereunder, or actual or potential licensees of Array in connection with any Compound or Product after any termination of this Agreement, providedor Contractors used in the Program on a need to know basis, that Confidential Information may be disclosed by a Receiving Party under reasonable and customary contractual obligations of confidentiality (provided that, with respect to a governmental entity any [***], Array will act in good faith during the Term of this Agreement to restrict the disclosure of any Program-related information to such persons until an [***]), or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies preclinical or Clinical Studiesclinical trials, or marketing the ProductProducts, in each case in accordance with this Agreement, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party (or any of its Affiliates Affiliate) is required by law or regulation Law to make any such disclosure of a Disclosing the other Party’s (or its Affiliate’s) Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; disclosed or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in this Agreementthe following instances: (a) preparing, a filing or prosecuting Patents; preparing, filing or prosecuting Regulatory Materials with respect to obtaining and maintaining Approvals from Regulatory Authorities relating to the Licensed Products, including Regulatory Approvals, and prosecuting or defending litigation; (b) subject to Section 7.6, complying with Applicable Laws (including the rules and regulations of any national securities exchange on which the securities of the Receiving Party or its Affiliates may use are listed, Applicable PRC Laws and disclose to Third Parties Confidential Information rules issued by the State Intellectual Property Office of China) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance, provided that the Receiving Party shall promptly notify the other Party of such required disclosure so that the Disclosing Party as follows: can seek a protective order or other appropriate remedies and, at the Disclosing Party’s request and expense, reasonably assist the Disclosing Party in seeking such protective order or other reasonable remedies; and (ic) solely disclosure in connection with the performance or in furtherance of its obligations or exercise the purposes of rights granted or reserved in this Agreement under and/or solely on a “need to know basis”, to Representatives (including potential sublicensees), potential or actual investors or investment bankers, or acquirers who are bound by obligations of confidentiality provisions and non-use no less restrictive than those the obligations set forth in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the PartiesArticle 7.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the limitations in this AgreementArticle 7, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of belonging to the Disclosing other Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in otherwise subject to this Agreement under confidentiality provisions no less restrictive than those in this AgreementArticle 7), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary in the following instances, but solely for the limited purpose of such necessity: (a) filing or prosecuting patents relating to file the Axys Intellectual Property, PPGx Intellectual Property, and/or PPGx Improvements; (b) regulatory and tax filings; (c) prosecuting or prosecute patent, copyright and trademark applications defending litigation; (subject to Section 11.4 below), d) complying with applicable governmental regulationslaws or regulations or valid court orders; (e) disclosure to Affiliates, obtaining Approvalslicensees, conducting Pre-Clinical Studies sublicensees, employees, consultants or Clinical Studies, marketing the Product, agents as needed in furtherance of a Party's obligations or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)rights under this Agreement; provided, however, that if prior to any disclosure pursuant to subsection (e) above, the disclosee must have agreed in writing to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7 (but with the duration to be limited to not less than five (5) years from date of disclosure). Notwithstanding the foregoing, in the event a Receiving Party or any of its Affiliates is required by law or regulation to make any such a disclosure of a Disclosing the other Party’s 's Confidential Information pursuant to subsections (a), (b), (c) or (d) above, it will, except where impracticable for necessary disclosures, will give reasonable advance notice to the Disclosing other Party of such disclosure requirement obligation and will use its reasonable efforts endeavor in good faith to limit the extent of such disclosure and to secure a protective order or other confidential treatment of such Confidential Information required information, or to cooperate with the other Party's attempt to obtain such protective order or confidential treatment. Further, the Parties agree to consult with one another on the provisions of this Agreement to be disclosed; (iii) redacted in communication any filings made by a Party with actual the United States Securities and Exchange Commission or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is as otherwise required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partieslaw.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 13.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except Each Party may disclose Confidential Information belonging to the other Party as expressly provided otherwise permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting, or maintaining Patents as permitted by this Agreement; (b) regulatory filings for Licensed Product or Retained Product that such Party has a license or right to Develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations; (e) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of MedImmune), in each case on a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely need-to-know basis in connection with the performance Development, manufacture, and Commercialization of its obligations or exercise the Licensed Product in accordance with the terms of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedin 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, that Confidential Information may be disclosed by a Receiving Party to a governmental entity acquirers, licensees and other financial or agency without requiring such entity commercial partners solely for the purpose of evaluating or agency to enter into a carrying out an actual or potential investment, acquisition or collaboration, in each case under written obligations of confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patentand non-use at least as stringent as those herein, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, if a Receiving Party or any of its Affiliates is required by law or regulation to make any such a disclosure of a Disclosing the other Party’s Confidential Information pursuant to Section 15.3(c) or (d), it willshall, to the extent permitted pursuant to Applicable Law, and except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will use its reasonable 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, and, in the case of disclosure pursuant to Section 15.3(d), shall disclose only that portion of the Confidential Information that is required to be disclosed; . Any information disclosed pursuant to Section 15.3(c) or (iiid) shall remain Confidential Information and subject to the restrictions set forth in communication with actual or potential lendersthis Agreement, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality including the foregoing provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the PartiesArticle 15.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely 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 under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity Develop and Commercialize Licensed Products and to grant sublicenses as permitted hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical StudiesTrials, marketing the Productpreparing and submitting INDs to Regulatory Authorities, or as is otherwise required by applicable law, regulation, rule Law or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts 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 (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultantsconsultants or advisors, or professional advisors on a need-to-know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementSection 11.1, a Receiving Party or its Affiliates may use and disclose to Third Parties the other Party's Confidential Information and the terms of this Agreement to the Disclosing Party as follows: extent: (a) such disclosure is reasonably necessary (i) solely in connection to comply with the performance requirements of its obligations Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of the Product; or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to for prosecuting or defending litigation as contemplated by this Agreement or the extent License Agreement; (b) such disclosure is reasonably necessary to file or prosecute patentits officers, copyright and trademark applications (subject to Section 11.4 below)directors, complying with applicable governmental regulationsemployees, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirersagents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or professional advisors licensors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those basis for the sole purpose of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual performing its obligations owed to such Party’s or exercising its Affiliates’ licensor with respect to any intellectual property licensed to the other Party rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other 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 obligations of confidentiality and non-use having a minimum term of five years; or (vd) as mutually agreed such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, in writing by the Partiesevent a Party is required to make a disclosure of the other Party's Confidential Information pursuant to Section 11.2(a) or 11.2(d), such Party shall promptly notify the other Party of such required disclosure and, upon the other Party's request, shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving A Party or its Affiliates may use and disclose to Third Parties the Confidential Information belonging to another Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted in this Agreement with the advance written consent of the Disclosing disclosing Party, such consent not to be unreasonably withheld, conditioned or delayed; (b) regulatory filings with any governmental authority necessary for the activities contemplated under this Agreement; (c) disclosure required by applicable securities laws and regulations (including Nasdaq rules), provided, however, that the disclosure therein is limited to the extent necessary, as determined by securities counsel for the Party as follows: seeking to make such disclosure, and provided such Party endeavors to obtain confidential treatment of any disclosed information to the extent allowed under Applicable Law; (id) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedto Affiliates, that Confidential Information may sublicensees, research collaborators, employees, consultants, subcontractors or agents, each of whom prior to disclosure must be disclosed bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10; or (e) in connection with litigation to which a Receiving Party to is a governmental entity party or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or otherwise as otherwise required by applicable law, regulation, rule valid court order or legal process (including the rules of the SEC and any stock exchange)process; provided, however, that if a Receiving such Party or any gives the disclosing Party advance notice of its Affiliates is such required disclosure, limits the disclosure to that actually required as determined by law or regulation counsel for the Party seeking to make such disclosure, and cooperates in any such disclosure of a Disclosing other Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice attempts to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure obtain a protective order or confidential treatment of such Confidential Information the information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party as follows: (ia) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in under this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementcomplying with the terms of agreements with Third Parties existing as of the Original Agreement Effective Date; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulationsregulations or the rules of any national securities exchange, obtaining Approvals, conducting Preregulatory approval or fulfilling post-Clinical Studies or Clinical Studies, marketing the Productapproval regulatory obligations, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation intends to rely on this clause (b) to make any such disclosure of a Disclosing the other Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, in the event of medical emergency, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with actual or potential lendersadvisors, investorsincluding lawyers and accountants, merger partners, acquirers, consultants, or professional advisors on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prevent either Party from making any disclosure required by Law in a timely manner.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 11.3 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Preclinical Studies or Clinical Studies, marketing the ProductProducts, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementSection 8.1, a Receiving Party or its Affiliates Affiliate may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing other Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice and the terms of this Agreement to the Disclosing Party of extent: (a) such disclosure requirement is reasonably necessary (i) to comply with the requirements of Regulatory Authorities with respect to obtaining and will use maintaining Regulatory Clearance of Product; or (ii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lendersofficers, investorsdirectors, merger partnersemployees, acquirersagents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or professional advisors licensors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those basis for the sole purpose of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual performing its obligations owed to such Party’s or exercising its Affiliates’ licensor with respect to any intellectual property licensed to the other Party rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other 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 obligations of confidentiality and non-use having a minimum term of five (v5) as mutually agreed years; or (d) such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 8.2(a) or 8.2(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 Party in writing by obtaining, a protective order preventing or limiting the Partiesrequired disclosure.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrials, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Regado IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Regado, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Article 7, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving through an Affiliate or any Third Party (including the rights to a governmental entity commercialize Licensed Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies preclinical activities or Clinical Studiesclinical trials, marketing the ProductLicensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s 's Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party to the extent that such use and disclosure is: 11.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction or as follows: (i) solely in connection with required by applicable laws or regulations or under the performance rules of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, any nationally recognized security exchange; provided, 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 or confidential treatment requiring that the Confidential Information may and documents that are the subject of such order be disclosed held in confidence by a Receiving Party to a such court or governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to regulatory body or, if disclosed, be used only for the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing purposes for which the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)order was issued; provided, howeverfurther, that if a Receiving Party disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in 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; and provided, further, that with respect to complying with the disclosure requirements of the SEC in connection with any required SEC filing of its Affiliates is required by law or regulation this Agreement, the Parties will consult with one another concerning which terms of this Agreement will be requested to make be redacted in any such public disclosure of a Disclosing Party’s Confidential Information it willthis Agreement by the SEC; *** Certain confidential information contained in this document, except where impracticable for necessary disclosuresmarked by brackets, give reasonable advance notice 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. 11.4.2 made by such Party to the Disclosing Party Regulatory Authorities as required in connection with any filing of such disclosure requirement and INDs, BLAs, Marketing Approval applications, or similar applications or requests for regulatory approvals with respect to a Product; provided, that reasonable measures will use its reasonable efforts be taken to secure request confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.information;

Authorized Disclosure. Except as expressly provided otherwise in this Agreement or the Neurology II Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below11.4), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case case, under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (ve) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Prepre-Clinical clinical Studies or Clinical clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, Sublicensees, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this AgreementAgreement (but of shorter duration if customary); (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party may disclose Confidential Information to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 14.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting PreNon-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this AgreementNotwithstanding Section 8.1 and Section 8.2, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: other Party: (a) in its publicly-filed financial statements or other public statements pursuant to Applicable Laws, regulations, and stock exchange rules or otherwise disclosed pursuant to Applicable Law; provided, that (i) solely in connection with the performance terms of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in shall be redacted to the greatest extent reasonably possible, and (ii) such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure (including without limitation any exhibits containing this Agreement, provided, that Confidential Information may be disclosed by ) [***] in advance of the scheduled release or publication thereof to afford such other Party a Receiving Party reasonable opportunity to a governmental entity or agency review and comment upon the proposed text (including without requiring such entity or agency to enter into a confidentiality agreement; limitation redacted versions of this Agreement); (iib) to the extent reasonably necessary it is required to file be disclosed in response to a valid order by a court or prosecute patentother governmental body and provided that such Party provides the other Party with prompt notice of such requirement so that such other Party may seek a protective order or other appropriate remedy, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules then such Party may furnish only that portion of the SEC and any stock exchange); provided, however, that if a Receiving Confidential Information which such Party or any of its Affiliates is legally compelled to disclose; (c) to the extent it is required by law to be disclosed in connection with any legal or regulation regulatory requirements or obligations, including without limitation SEC filings or Regulatory Filings, provided that the Party shall offer reasonable cooperation in an attempt, as may be permitted and appropriate, to make any such disclosure redact or seek confidential treatment of Confidential Information; (d) to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give Product; provided that reasonable advance notice measures shall be taken to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure assure confidential treatment of such Confidential Information required to be disclosed; Information; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ive) to the extent such disclosure is required reasonably necessary in filing or prosecuting Patent applications, copyright and trademark applications, or prosecuting or defending litigation; and/or (f) to comply Third Parties in connection with existing expressly stated contractual obligations owed to such Party’s efforts to secure financing or its Affiliates’ licensor with respect enter into strategic partnerships, provided such information is disclosed only on a “need to any intellectual property licensed to the other Party know” basis and under confidentiality provisions at least as stringent as those set forth in this Agreement; or (v) as mutually agreed to in writing by the PartiesARTICLE 8.