Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. 10.2.1 Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting Patents relating to Project Know-How; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting pre-clinical or clinical trials of Products; and (f) disclosure to Affiliates, contractorssublicensees, employees and employees, consultants or agents who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by similar terms of confidentiality and non-use obligations that are no less stringent than the terms of at least equivalent in scope to those set forth in this Agreement; andArticle 10. (e) disclosure to Third Parties in 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. 10.2.2 Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c), 10.2 it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use commercially reasonable efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The Parties will consult with each other and agree on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test Diagnostic Tests in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b9.3(b) or Section 10.3(c9.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting patents in accordance with this Agreement; (b) prosecuting conducting pre-clinical or defending litigation as permitted by this Agreementclinical trials of and regulatory filings with respect to Active Compounds; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Affiliates, sublicensees, employees, consultants, agents or other Third Parties in 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 case who agree to be bound by reasonable obligations of confidentiality and non-useuse comparable to those set forth in this Section 10. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)10, it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and, with respect to subsections (c) and (d), use reasonable efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable effortsInformation. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information of the other Party hereunder. The Parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances:: [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (a) enforcing such party’s rights under this Agreementto prepare applicable regulatory filings or to seek patent protection; (b) prosecuting to prosecute or defending defend litigation as permitted by this Agreement; (c) complying to comply with the rules of a securities exchange; (d) to comply with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization including those of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this AgreementU.S. Internal Revenue Service; and (e) disclosure to Third Parties in connection with due diligence or similar investigations by disclose such Third Parties, and disclosure Confidential Information to potential a Third Party investors in confidential financing documentsthat is a bona fide actual or potential collaborator, manufacturer, commercial sublicensee, consultant, or development or sales partner, but only to the extent directly relevant to the development or commercialization of Licensed Products, provided, in each casehowever, that prior to any such disclosure, such Third Party agrees to be is bound by reasonable written obligations of confidentiality and non-useat least as restrictive as those contained in this Article 5. Notwithstanding the foregoing, in the event that a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(c)5.3, it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use commercially reasonable efforts to secure confidential treatment of such information at least information. The Parties will consult with each other in determining which of the provisions of this Agreement are to be redacted in any filings made by the Parties with the United States Securities and Exchange Commission or 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 agree to take all reasonable action to avoid disclosure of Confidential Information hereunderotherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting, maintaining, enforcing such party’s rights under or defending Patent Rights as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreementlitigation; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the conducting development and and/or commercialization of the Test initial Products in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality license granted under Section 2.1 and non-use obligations that are no less stringent than the terms of this Agreementmaking regulatory filings with respect thereto; and (e) disclosure to Affiliates, Sublicenses, employees, consultants, agents or other Third Parties in connection with 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 Affiliate, Sublicenses, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations of confidentiality and non-useuse with respect to the disclosed Confidential Information. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information information pursuant to Section 10.3(b7.3(b) or Section 10.3(c(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by Proprius with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instancesfollowing: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to Licensed Products; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting preclinical or clinical trials of Licensed Products; (f) disclosure to Affiliates, contractorssublicensees, employees and consultants who need employees, consultants, or agents each of whom prior to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to disclosure must be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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-useuse at least equivalent in scope to those set forth in this Article 6; and (g) disclosure to investment bankers; provided, however, that no disclosure shall be made of Sanwa Confidential Information without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c), 6.2 it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts [ * ] to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information confidential information hereunder.

Authorized Disclosure. Each party may disclose the Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancescircumstances: (a) enforcing such party’s rights under this Agreementwith respect to NovaCardia, conducting clinical trials; (b) prosecuting or defending litigation with respect to NovaCardia, as permitted by this Agreementrequired pursuant to certain disclosure obligations to third parties with respect to the manufacture of the API; (c) prosecuting or defending litigation or complying with applicable court orders or governmental regulations;laws, rules or regulations including, but not limited to, disclosures required by the FDA or the Securities and Exchange Commission; or (d) disclosure to Affiliates, contractorssublicensees, employees and consultants employees, consultants, agents or other third parties who have a need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms purposes of this Agreement; and (e) disclosure to Third Parties Agreement or in connection with due diligence or similar investigations by such Third Partiesinvestigations, and disclosure to potential Third Party third party investors in confidential financing documents, provided, in each case, that any such Third Party agrees Affiliate, sublicensee, employee, consultant, agent or third party are subject to be bound by reasonable obligations of confidentiality and non-useuse comparable to those set forth in this Article 7. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to Section 10.3(b) or Section 10.3(c7.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential informationConfidential 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. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of received from the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights filing or prosecuting Patents as permitted by this Agreement in order to obtain Patent Rights that a Party is expressly permitted to obtain under this Agreement; (b) regulatory filings for Licensed Product(s) which such Party has a license to develop hereunder; (c) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreementregulations or law; and (e) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Partiessublicensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such sublicensee or potential Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Section. Notwithstanding the foregoing, in the event if a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to Section 10.3(b11.3(c) or Section 10.3(c(d), it willshall, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action actions to avoid disclosure of Confidential Information hereunder. The Parties shall consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or foreign counterpart or as otherwise required by law.

Authorized Disclosure. (a) Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (ai) enforcing such party’s rights under this Agreementfiling or prosecuting patents or patent applications within the Licensed Patents; (bii) regulatory filings; (iii) prosecuting or defending litigation as permitted by this Agreementlitigation; (civ) complying with applicable court orders or governmental regulations; (dv) conducting preclinical or clinical trials of Licensed Products; and (vi) disclosure to Affiliates, contractorssublicensees, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreementemployees, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties consultants, agents or other third parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, providedthird parties, in each case, that any such Third Party agrees case who agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 8. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)8.4, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such such 12. party would use to protect 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. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or other similar authority in an applicable jurisdiction or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to Research Program Technology; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting pre-clinical or clinical trials of Products; and (f) disclosure to Affiliates, contractorssublicensees, employees and employees, consultants or agents who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by similar terms of confidentiality and non-use obligations that are no less stringent than the terms of at least equivalent in scope to those set forth in this Agreement; and (e) disclosure to Third Parties in 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-useArticle 9. Notwithstanding the foregoing, in the event a party Party is required authorized to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c), 9.2 it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The Parties will consult with each other concerning the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations, including any filings with the SEC; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test Assay in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b7.3(b) or Section 10.3(c7.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (cb) complying with applicable court orders or governmental regulations;; and (dc) disclosure to Affiliates, contractorslicensees, employees sublicensees, employees, consultants and consultants who need agents in connection with performance of activities contemplated by this Agreement or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in connection with due diligence or similar investigations by such Third Parties, and including disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, licensee, sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-usenonuse at least equivalent in scope to those set forth in this Section 7. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b7.3(a) or Section 10.3(c(b), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by applicable laws, rules or regulations.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to Clinical Candidates or Licensed Products; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting preclinical or clinical trials of Clinical Candidates; (f) disclosure to Affiliates, contractorssublicensees, employees and consultants who need employees, consultants, or agents each of whom prior to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to disclosure must be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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-useuse at least equivalent in scope to those set forth in this Article 8; and, (g) disclosure to investment bankers; provided, however, that no such disclosure shall be made of Sanwa Confidential Information without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c), 8.2 it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use best efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Patents as permitted by this Agreement; (b) regulatory filings for Products such party has a license or right to develop hereunder; (c) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Affiliates, sublicensees, employees, consultants, agents or other Third Parties in 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 Affiliate, sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 11. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b11.3(c) or Section 10.3(c(d), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights filing or prosecuting patents relating to any Intellectual Property developed under this Agreement; (b) regulatory filings; **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. (c) prosecuting or defending litigation as permitted by this Agreementlitigation; (cd) complying with applicable court orders or governmental regulations; (de) disclosure to Affiliatesconducting development, contractorsmanufacture, employees and consultants who need to know such information for the development and or commercialization activities of the Test Products in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ef) disclosure to Affiliates, Sublicensees, employees, consultants, agents or other Third Parties (including, in connection with due diligence or similar investigations by such Third Partiesthe case of SRI, and disclosure to potential Third Party investors in confidential financing documentsXxxxx-Xxxxxxxxx Institute for Cancer Research) on a need-to-know basis, providedprovided that, in each case, that any such Third Party agrees persons or entities agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Section 9. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)9.3, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action actions to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementprosecuting Patents and Trademarks; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Affiliates, sub-licensees, employees, consultants, agents or other Third Parties that agree to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Section 13, in each case in 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 Parties or the performance of the party's obligations of confidentiality and non-useunder this Agreement. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)13.3, it will, except where impracticableimpracticable and except in the case of subsection (e), give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to the Collaboration; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting pre-clinical or clinical trials of Active Compounds, Derivative Compounds, Allergan Development Candidates or ACADIA Development Candidates; and (f) disclosure to Affiliates, contractorssublicensees, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreementemployees, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to consultants, agents or other Third Parties in 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 case who agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 10. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)10.4, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each The receiving party may disclose Confidential Information of the other disclosing party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations;; and (db) disclosure to Affiliates, contractorssubcontractors, employees and consultants employees, consultants, agents or other Third Parties who need to know such information for the development and commercialization in connection with performance of the Test in accordance with such party’s obligations under this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to potential Third Parties Party investors or acquirers in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors Parties or in confidential financing documentsdocuments with such Third Parties, provided, in each case, that any such Affiliate, subcontractor, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 6. Notwithstanding the foregoing, in the event a the receiving party is required to make a disclosure of the other disclosing party’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(c6.3(a), it will, except where impracticable, give reasonable advance notice to the other disclosing party of such disclosure and use reasonable efforts to assist the disclosing party to secure confidential treatment of such information. In any event, if, in the event the disclosing party is unable to secure confidential treatment of such information at least as diligent as and the receiving party is required to disclose such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree receiving party shall disclose only the information it is required to take all reasonable action to avoid disclose and such disclosure shall not be deemed a breach of Confidential Information hereunderthis Agreement.

Authorized Disclosure. Each party may disclose the Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: : (a) enforcing such party’s rights under filing, prosecuting or maintaining the Restoragen Patent Portfolio or the Manufacturing Patents in accordance with this Agreement; ; (b) in the case of Amylin, practicing the inventions claimed in the Restoragen Patent Portfolio, practicing the License granted hereunder or preparing and submitting regulatory filings with respect to Products; (c) prosecuting or defending litigation as permitted by this Agreement; (c) or complying with applicable court orders or governmental regulations; ; or (d) disclosure to Affiliates, contractorssublicensees, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreementemployees, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to consultants, agents or other Third Parties in 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 Affiliate, sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Section 6. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(c11.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights 10.2.1 regulatory filings for Product as contemplated by the License Agreement; 10.2.2 disclosure to the Third Party Manufacturer to enable it to perform under this Agreement; provided, that the Third Party Manufacturer agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this Article 10; (b) 10.2.3 prosecuting or defending litigation as permitted by this the License Agreement; (c) 10.2.4 to the extent necessary to perform its obligations under this Agreement and/or the License Agreement; and 10.2.5 complying with applicable court orders or governmental regulations; (d) disclosure to Affiliatesregulations or inquiries, contractors, employees and consultants who need to know such information for including the development and commercialization listing standard of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in connection with due diligence national 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-useinternational securities exchange. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to Section 10.3(b) 10.2.2 or Section 10.3(c)10.2.3, it willshall give, except except 13. where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action actions to avoid disclosure of Confidential Information hereunder. The Parties shall consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with any regulatory authority (such as the Securities and Exchange Commission) or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instancessituations: (ai) enforcing such party’s rights under this Agreementcomplying with Applicable Laws, including regulations promulgated by securities exchanges; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (dii) disclosure to its Affiliates, employees, directors, agents, and independent contractors, employees and consultants who need to any permitted licensees, in each case only on a need-to-know such information for basis and solely in connection with the development and commercialization performance of the Test in accordance with this Option Agreement, on the condition provided that any such Third Parties agree to each disclosee must be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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-useuse at least equivalent in scope as those set forth in this Section 3.5 prior to any such disclosure; and (iii) disclosure of the material terms of this Option Agreement or any results or status reports (including data from any clinical trials) to [ *** ]; provided that in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 3.5 prior to any such disclosure; and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(c3.5(b), it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and and, in the case of disclosure pursuant to Section 3.5(b)(i), use reasonable efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each The receiving party may disclose Confidential Information of the other disclosing party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (cb) complying with applicable court orders or governmental regulations; (dc) disclosure to Affiliatesin the case of Astellas, contractors, employees and consultants who need to know such information for the conducting development and manufacturing and/or commercialization of the Test activities in accordance with this Agreementthe license granted in Section 3.1, on including making regulatory filings with respect to Products; (d) in the condition that any such Third Parties agree case of Vical, as reasonably necessary to be bound by confidentiality and non-use fulfill its obligations that are no less stringent than under the terms of this CytRx Agreement; and (e) disclosure to Affiliates, sublicensees, subcontractors, employees, consultants, agents or other Third Parties who need to know such information for the development, manufacture and commercialization of Products in accordance with this Agreement or in 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 Affiliate, sublicensee, subcontractor, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 9. Notwithstanding the foregoing, in the event a the receiving party is required to make a disclosure of the other disclosing party’s Confidential Information pursuant to Section 10.3(b9.3(a) or Section 10.3(c(b), it will, except where impracticable, give reasonable advance notice to the other disclosing party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such the receiving party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree receiving party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunderof the disclosing party.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: : (a) enforcing such party’s rights under this Agreement; in the case of Sequenom, to obtain and maintain regulatory approvals with respect to Sequenom Products; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental applicable laws, rules or regulations; ; (dc) disclosure to a party’s Affiliates, contractors, employees provided that Confidential Information so disclosed shall remain subject to this Article 8; and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ed) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents; provided, providedhowever, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoingIn addition, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(cthe preceding clause (b), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and, at the other party’s request and use expense, cooperate with the other party’s efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the The parties agree to take all reasonable action consult in good faith in connection with the filing of this Agreement, including redaction of certain provisions of this Agreement, with the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by a party or its Affiliate are traded; provided, that if the parties are unable to avoid agree on the form or content of any required disclosure, such disclosure of shall be limited to the minimum required as determined by the disclosing party in consultation with its legal counsel. * ***Confidential Information hereunder.Treatment Requested

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to the Collaboration; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting Research and Development of Active Compounds, Derivative Compounds, Program Compounds or Products; and (f) disclosure to Affiliates, contractorssublicensees, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreementemployees, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to consultants, agents or other Third Parties in 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 case who agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 11. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)11.3, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ed) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a either party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b9.3(b) or Section 10.3(c(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting patents relating to Clinical Candidates or Licensed Products; [*] = Certain confidential information contained in this Agreement;document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting preclinical or clinical trials of Clinical Candidates; (f) disclosure to Affiliates, contractorssublicensees, employees and consultants who need employees, consultants, or agents each of whom prior to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to disclosure must be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to Third Parties in 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-useuse at least equivalent in scope to those set forth in this Section 6; and, (g) disclosure to investment bankers; provided, however, that no such disclosure shall be made of Sanwa Confidential Information without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c), 6.2 it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use best efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is 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; (bc) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (de) in the case of Trius, disclosure to Dong-A as necessary for compliance with the Dong-A Agreement; (f) disclosure to Affiliates, licensees and Sublicensees, potential licensees and Sublicensees, contractors, employees and consultants who need to know such information for the development development, manufacture and commercialization of the Test Products in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (eg) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b9.3(c) or Section 10.3(c9.3(d), it willshall, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: : (a) enforcing such to obtain and maintain regulatory approvals with respect to a party’s rights under this Agreement; products; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental applicable laws, rules or regulations; ; (dc) disclosure to Affiliates, a party’s Affiliates and its and their contractors, employees consultants, agents, advisors, directors, officers and consultants who need employees, provided that Confidential Information so disclosed shall remain subject to know such information for the development this Article 4; and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ed) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents; provided, providedhowever, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoingIn addition, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b) or Section 10.3(cthe preceding clause (b), it will, except where impracticablenot reasonably practical, give reasonable advance notice to the other party of such disclosure and, at the other party’s request and use expense, cooperate with the other party’s efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the The parties agree to take all reasonable action consult in good faith in connection with the filing of this Agreement, including redaction of certain provisions of this Agreement, with the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by a party or its Affiliate are traded; provided, that if the parties are unable to avoid agree on the form or content of any required disclosure, such disclosure of Confidential Information hereundershall be limited to the minimum required as determined by the disclosing party in consultation with its legal counsel.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under 8.3.1 regulatory filings for Product as contemplated by this Agreement; (b) 8.3.2 prosecuting or defending litigation as permitted by this Agreement; (c) 8.3.3 complying with applicable court orders or governmental regulationsregulations or inquires, including the listing standard of any national or international securities exchange; (d) 8.3.4 conducting commercialization activities in accordance with a license granted under Section 2.1; and 8.3.5 disclosure to Affiliates, contractorsBioAlliance’s Third Party licensor, employees and employees, consultants who need or agents or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in 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 Affiliate, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations terms of confidentiality and non-useuse comparable in scope to those set forth in this Section 8. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b8.3(b) or Section 10.3(c(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with any regulatory authority (such as the Securities and Exchange Commission or “Autorite des Marches Financiers”) or as otherwise required by law.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights filing or prosecuting Patents as permitted by this Agreement in order to obtain Patent Rights that a Party is expressly permitted to obtain under this Agreement; (b) regulatory filings for Licensed Product(s) which such Party has a license to develop hereunder; (c) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreementregulations or law; and (e) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Partiessublicensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such sublicensee or potential Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Section. Notwithstanding the foregoing, in the event if a party Party is required to make a disclosure of the other partyParty’s Confidential Information pursuant to Section 10.3(b11.3(c) or Section 10.3(c(d), it willshall, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action actions to avoid disclosure of Confidential Information hereunder. The Parties shall consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or foreign counterpart or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreementfiling or prosecuting patents relating to the Collaboration; (b) prosecuting or defending litigation as permitted by this Agreementregulatory filings; (c) prosecuting or defending litigation; (d) complying with applicable court orders or governmental regulations; (de) conducting research, development and commercialization of Programs and Products in accordance with the licenses granted hereunder; and (f) disclosure to Affiliates, contractorsactual or potential sublicensees or investors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreementemployees, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to consultants, agents or other Third Parties in 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 case who agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 11. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s 's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)11.3, it will, except where impracticable, will give reasonable (under the circumstances) advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.. The parties will consult with each other on the provisions of this

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) in the case of Chondrial, disclosure to a party’s Affiliates, contractors, employees and consultants who need provided that Confidential Information so disclosed will remain subject to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this AgreementSection 13; and (e) in the case of Chondrial, disclosure to Third Parties third parties in connection with due diligence or similar investigations by such Third Partiesthird parties, and disclosure to potential Third Party third party investors in confidential financing documents, provided, in each case, that any such Third Party third party agrees to be bound by reasonable obligations of confidentiality and non-use. (f) IURTC may report consideration received under this Agreement and Chondrial’s progress under Section 8 to IU and the Inventors and to the U.S. government under Section 2.2. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b13.3(b) or Section 10.3(c), (c) it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Patents as permitted by this AgreementAgreement (subject to prior written consent of the party to whom the Confidential Information belongs); (b) regulatory filings for Products such party has a license or right to develop hereunder; (c) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (de) in the case of Ocera, conducting development and/or commercialization activities in accordance with the licenses granted under Sections 2.1 and 2.6(a) consistent with normal business practices; and (f) disclosure to Affiliates, contractorslicensees or sublicensees, employees employees, consultants and consultants who need agents in connection with performance of activities contemplated by this Agreement or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in connection with due diligence or similar investigations by such Third PartiesThird, and including, without limitation, disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, licensee or sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 9. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(bSections 9.3(c) or Section 10.3(c(d), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by applicable laws, rules or regulations.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement6.3.1 regulatory filings; (b) 6.3.2 prosecuting or defending litigation as permitted by this Agreementlitigation; (c) 6.3.3 complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees 6.3.4 conducting research and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound as permitted by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) 6.3.5 disclosure to Affiliates, Sublicensees, employees, consultants, agents or other Third Parties in 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 case who agree to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 6. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to this Section 10.3(b) or Section 10.3(c)6.3, it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party Party would use to protect its own confidential informationConfidential Information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The Parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or its local equivalent or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Patents as permitted by this Agreement; (b) regulatory filings for Licensed Products by Ocera and its Sublicensees; (c) prosecuting or defending litigation as permitted by this Agreement; (cd) complying with applicable court orders or governmental regulations; (de) disclosure to Affiliates, contractorsSublicensees, employees employees, consultants and consultants who need agents in connection with performance of activities contemplated by this Agreement or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in connection with due diligence or similar investigations by such Third PartiesParty relating to this Agreement, and including, without limitation, disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, Sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations at least equivalent terms of confidentiality and non-useuse to those set forth in this Section 7. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b7.3(c) or Section 10.3(c(d), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure disclosure, take into account the reasonable requests of the other party in relation to the content of such disclosure, and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by applicable laws, rules or regulations.

Authorized Disclosure. Each The receiving party may disclose Confidential Information of the other disclosing party as expressly permitted by this Agreement, or Agreement and if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (cb) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ec) disclosure in confidence to Third Parties in connection with due diligence actual or similar investigations by such Third Parties, and disclosure to bona fide potential Third Party investors in confidential financing documentsor other Third Party transactional partners and to their bankers, lawyers, accountants, agents, provided, in each case, case that any each such Third Party agrees investor or other transactional partner or advisor thereof is bound to be bound by reasonable obligations maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality and non-useprovisions of this Agreement. Notwithstanding the foregoing, in the event a the receiving party is required to make a disclosure of the other disclosing party’s Confidential Information pursuant to Section 10.3(b6.3(a) or Section 10.3(c(b), it will, except where impracticable, give reasonable advance notice to the other disclosing party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such the receiving party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree receiving party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunderof the disclosing party.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Licensed Patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliatesin the case of ImVisioN, contractors, employees and consultants who need to know such information for the conducting development and and/or commercialization of the Test Products in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality license granted under Section 2.1 and non-use obligations that are no less stringent than the terms of this Agreementmaking regulatory filings with respect thereto; and (e) disclosure to Affiliates, Sublicensees, employees, consultants, agents or other Third Parties in 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 Affiliate, Sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 7. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b7.3(b) or Section 10.3(c(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations; (d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (ed) disclosure to Third Parties in 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. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b9.3(b) or Section 10.3(c9.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. Each The receiving party may disclose Confidential Information of the other disclosing party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (cb) complying with applicable court orders or governmental regulations; (dc) disclosure to Affiliatesin the case of Astellas, contractorsconducting development, employees and consultants who need to know such information for the development and manufacturing and/or commercialization of the Test activities in accordance with this Agreementthe license granted in Section 3.1, on including making regulatory filings with respect to Products; (d) in the condition that any such Third Parties agree case of Vical, as reasonably necessary to be bound by confidentiality fulfill its obligations under the City of Hope Agreement and non-use obligations that are no less stringent than the terms of this CytRx Agreement; and (e) disclosure to Affiliates, sublicensees, subcontractors, employees, consultants, agents or other Third Parties who need to know such information for the development, manufacture and commercialization of Products in accordance with this Agreement or in 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 Affiliate, sublicensee, subcontractor, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Article 9. Notwithstanding the foregoing, in the event a the receiving party is required to make a disclosure of the other disclosing party’s Confidential Information pursuant to Section 10.3(b9.3(a) or Section 10.3(c(b), it will, except where impracticable, give reasonable advance notice to the other disclosing party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such the receiving party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree receiving party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunderof the disclosing party.

Authorized Disclosure. Each party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (cb) complying with applicable court orders or governmental regulations;; and (dc) disclosure to Affiliates, contractorslicensees, employees sublicensees, employees, consultants and consultants who need agents in connection with performance of activities contemplated by this Agreement or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in connection with due diligence or similar investigations by such Third Parties, and including disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, licensee, sublicensee, employee, consultant, agent or Third Party agrees to be bound by reasonable obligations similar terms of confidentiality and non-useuse at least equivalent in scope to those set forth in this Section 7. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 10.3(b7.3(a) or Section 10.3(c(b), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by applicable laws, rules or regulations.

Authorized Disclosure. Each party Party may disclose Confidential Information of belonging to the other party as expressly permitted by this Agreement, or if and Party to the extent such disclosure is reasonably necessary in the following instances: (a) enforcing such party’s rights under 10.3.1 regulatory filings for Product as contemplated by this Agreement; (b) 10.3.2 prosecuting or defending litigation as permitted by this Agreement; (c) 10.3.3 complying with applicable court orders or governmental regulationsregulations or inquires, including the listing standard of any national or international securities exchange; 10.3.4 conducting (di) commercialization activities in accordance with a license granted under Section 2.1 or (ii) Development activities pursuant to Article 3; and 10.3.5 disclosure to Affiliates, contractorsemployees, employees and consultants who need consultants, accountants or agents or to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and (e) disclosure to other Third Parties in 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 caseease, that any such Affiliate, employee, consultant, accountant, agent or Third Party agrees to be bound by reasonable obligations terms of confidentiality and non-useuse comparable in scope to those set forth in this Section 10. Notwithstanding the foregoing, in the event a party Party is required to make a disclosure of the other party’s Party's Confidential Information pursuant to Section 10.3(b) 10.3.2 or Section 10.3(c)10.3.3, it will, except where impracticable, give reasonable advance notice to the other party Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The Parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with any regulatory authority (such as the Securities and Exchange Commission) or as otherwise required by law.