Common use of Authorized Disclosures of Confidential Information Clause in Contracts

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another Party (i) use all reasonable efforts to inform the such Party prior to making any such disclosures and cooperate with such Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunder, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Receiving Party may use and disclose the Confidential Information of another the Disclosing Party as follows: (a) subject to Section 9.4, if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance Prosecution and Maintenance of a Patent within the Joint New Intellectual Property or publication of any patent application or patent on inventionsDeliverables New Intellectual Property in accordance with this Agreement; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products directed to Exclusive Targets, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information. The Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required whether or not a protective order or other similar order is obtained by the Disclosing Party; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicenseesAffiliates, Sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on as those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Receiving Party may disclose Confidential Information of the Disclosing Party to existing or bona fide potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence. Confidential Information that is disclosed in accordance with this Section 9.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9 except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement).

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party shall (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunder, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential InformationInformation to the same extent to which it maintains its own confidential information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicenseesAffiliates, subcontractors, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use uses all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request requests confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filingProsecution and Maintenance of a Patent within the Licensed Intellectual Property, prosecutionJoint IP or GNE Improvement IP, maintenance Foreground IP in accordance with this Agreement; Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or publication of any patent application or patent on inventions;confidential. (c) as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicensees, licenseesSublicensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees Sublicensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) 16.3.1 if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use uses all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request requests confidential treatment of such information; (b) 16.3.2 to the extent such use and disclosure is reasonably required in the filingProsecution and Maintenance of a Patent within the Licensed Product IP, prosecutionImmunocore Platform IP, maintenance the GNE Background IP or publication the Foreground IP in accordance with this Agreement upon reasonable notice and written consent of any patent application the other Party, such consent not to be unreasonably withheld, delayed or patent on inventionsconditioned; (c) 16.3.3 as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) 16.3.4 to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or; (e) 16.3.5 to the extent necessary, to permitted sublicensees, licenseesSublicensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential potential: acquirers, merger partners, permitted collaborators, licensees Sublicensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence; 16.3.6 Immunocore may also share certain preclinical data and clinical data for MAGE-A4 Compounds, an Enhanced MAGE-A4 Compound, or an Other MAGE-A4 Compound with Third Parties (a) in order to raise further investment for so long as Immunocore is not publicly traded on an major stock exchange; and (b) to support partnering discussions around assets emerging from Immunocore’s pipeline; provided, (1) such Third Parties are under suitable obligations of confidentiality and non-use applicable to the Confidential Information of the other Party consistent with the terms and conditions of this Agreement, including the confidentiality provisions of this Article 16, and (ii) such data is limited to the following; (a) any and all preclinical data (other than toxicity data), elapsed time for which MAGE-A4 Compounds (or an Enhanced MAGE-A4 Compound) or an Other MAGE-A4 Compound have remained within specification from ongoing stability studies and Clinical Trial data and biomarker analyses that support the ImmTAC mechanism of action from any patients treated with MAGE-A4 Compounds (or an Enhanced MAGE-A4 Compound) or an Other MAGE-A4 Compound on a continuing monotherapy basis or as part of a monotherapy lead-in to a combination regimen; and (b) preclinical data or clinical data from a combination of a MAGE-A4 Compound (or an Enhanced MAGE-A4 Compound) or an Other MAGE-A4 Compound with any GNE proprietary compound (including Tecentriq) with purely financial Third Party investors. Any such disclosures under Section 16.3.6 shall be subject to prior written review and comment by GNE.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use uses all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request requests confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filingProsecution and Maintenance of a Patent within the Immunocore Background IP or the Immunocore Foreground IP or the GNE Background IP in accordance with this Agreement upon reasonable notice and written consent of the other Party, prosecutionsuch consent not to be unreasonably withheld, maintenance delayed or publication of any patent application or patent on inventionsconditioned; (c) as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderImmunocore Products, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it it. deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicensees, licenseesSublicensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees Sublicensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment · bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party shall (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Product, provided, that, provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential InformationInformation to the same extent to which it maintains its own confidential information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted Affiliates, employees, consultants, agents, professional advisors (including, attorneys, accountants and actual and prospective investment bankers), attorneys, contractors, and clinicians and to actual or potential sublicensees, licensees, collaborators, vendors, consultantsacquirers, agentsmerger partners, attorneysand sources of financing, contractors and clinicians in each case, under written agreements obligations of confidentiality at least as restrictive on as those set forth used by the receiving Party to protect its own proprietary or confidential information, but no less restrictive than standard practice in this Agreementthe biotechnology industry, in each case who have a need to know such information (i) in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing Agreement or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankersii) involved in such activities, for the limited purpose of evaluating and entering into a transaction with such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidenceParty.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication Prosecution and Maintenance of any patent application or patent on inventionsa Patent within the Research Program IP in accordance with this Agreement; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; oror Kineta-Genentech Exclusive Option and License Agreement (e) to the extent necessary, to permitted sublicenseesSublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, Regulatory Approval for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderProducts, provided, that, provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (dc) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (ed) to the extent necessary, to permitted sublicenseessublicencees, licenseeslicencees, collaborators, vendors, consultants, agents, attorneys, contractors contractors, and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees licencees, and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license licence and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) 7.3.1 if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party shall (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) 7.3.2 to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) 7.3.3 as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Product, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential InformationInformation to the same extent to which it maintains its own confidential information; (d) 7.3.4 to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) 7.3.5 to the extent necessary, to permitted sublicenseesAffiliates, subcontractors, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filingProsecution and Maintenance of a Patent within the Program IP, prosecution, maintenance and enforcement of a Party’s rights or publication performance of any patent application or patent on inventionsa Party’s obligations in accordance with this Agreement; (c) as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential investors, lenders, acquirers, merger partners, permitted commercial partners, collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for who, in each case, have a need-to-know such Confidential Information in connection with such Party performing its obligations or exercising its rights under this Agreement or to evaluate the limited purpose of evaluating such transactiontransactions contemplated by this Agreement in connection with a potential transaction with the receiving Party, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence except to the extent such individuals are obligated by applicable professional or ethical obligations to maintain such Confidential Information in confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication Prosecution and Maintenance of any patent application or patent on inventionsa Patent within the New IP in accordance with this Agreement; (c) as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) to the extent necessary, to permitted sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided provided, that the Party seeking to disclose the Confidential Information of another Party the other Party: (i) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) ); and (ii) whenever possible, request confidential treatment of such information; (b) ; to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance Prosecution and Maintenance of a Patent within the GNE Collaboration IP or publication of any patent application or patent on inventionsAdaptive Platform IP in accordance with this Agreement; (cb) as reasonably necessary to obtain or maintain any regulatory approvalMarketing Approval, including to conduct preclinical studies and clinical trials Clinical Trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunderLicensed Products, provided, that, that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (dc) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement, provided, that the Party seeking to disclose the Confidential Information of the other Party: (i) use all reasonable efforts to inform the other Party prior to making any such disclosures and cooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction); and (ii) whenever possible, request confidential treatment of such information; or (ed) to the extent necessary, to permitted sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on as those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a Party may use and disclose the Confidential Information of another the other Party as follows: (a) 1.1.1 if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party shall (ia) use all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (iib) whenever possible, request confidential treatment of such information; (b) to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance or publication of any patent application or patent on inventions; (c) 1.1.2 as reasonably necessary to obtain or maintain any regulatory approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunder, provided, that, Product; provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential InformationInformation to the same extent to which it maintains its own confidential information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) 1.1.3 to the extent necessary, to permitted sublicenseesAffiliates, licenseesSublicensees, attorneys, collaborators, vendors, consultants, agentslenders, attorneyscommercial partners, contractors accountants and clinicians Subcontractors under written agreements of confidentiality on terms at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further; or 1.1.4 disclosure of this Agreement, its terms, and the receiving Party may disclose Confidential Information status and results of exploitation of the Products (including Net Sales and milestones) to existing actual or bona fide potential acquirersinvestors, merger partnersacquirors, permitted collaborators(sub)licensees, licensees lenders, and sources of other financial or commercial partners (including in connection with any royalty financing or to professional advisors (e.g. transaction), and their respective attorneys, accountants accountants, banks, investors, and prospective investment bankers) involved in such activitiesadvisors, solely for the limited purpose of evaluating such or carrying out or complying with the terms of an actual or potential investment, acquisition, (sub)license, debt or other transaction, collaboration or license collaboration; provided that, in each such case, on the condition that such Persons are bound by obligations of confidentiality and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by non-use at least as stringent as those permitted individuals to maintain set forth this ARTICLE 10 or otherwise customary for such Confidential Information in strict confidencetype.

Authorized Disclosures of Confidential Information. Notwithstanding (a) The provisions of Section 9.1 will not preclude the foregoing, a Receiving Party may use and disclose the from disclosing Confidential Information of another the Disclosing Party as followsto the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another Party (i) use all reasonable efforts to inform the such Party prior to making any such disclosures and cooperate with such Party in seeking a protective order or other appropriate remedy (including redaction) and (ii) whenever possible, request confidential treatment of such information; (b) to the extent disclosure of such use and disclosure Confidential Information is reasonably required in the filingnecessary to Prosecute Product Patent Rights and Non-Product Specific Joint Patents, prosecutionor to file, maintenance prosecute or publication of any patent application or patent on inventionsdefend litigation relating to Product Patent Rights and Non-Product Specific Joint Patents; (cii) as disclosure to the Regulatory Authorities or other Governmental Entities to the extent that such disclosure is reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approvals, including but not limited to, authorizations to conduct preclinical studies the Clinical Trials with, and to commercially market the Product; (iii) disclosure to the Receiving Party’s Affiliates and Receiving Party’s or its Affiliates’ respective directors, officers, employees, agents, consultants, attorneys, accountants and potential or actual Sublicensees and Permitted Subcontractors, Permitted Third Party Service Providers or clinical investigators, who need to know the Confidential Information to enable the Receiving Party to exercise its rights or to carry out its obligations under this Agreement (provided that such disclosure will be made only to persons who are bound by confidentiality obligations as least as stringent as those described in this Article 9; provided further that, regarding consultants, Permitted Subcontractors, Permitted Third Party Service Providers and clinical trials and for pricing approvals, for any ADC Drug Reagents or Non-ADC Drug Reagents licensed hereunder, provided, thatinvestigators, the disclosing duration of their confidentiality and non-use obligation specified in the agreements between them and the Receiving Party shall take all may be less than the duration for confidentiality and non- use obligation in this Agreement so long as such agreements specify a duration for confidentiality and non-use obligation at least [***] from the expiration or termination of such agreements; (iv) disclosure by Xxxxxxxx to Third Parties of Intellectual Property rights developed under this Agreement and that solely relate to Xxxxxxxx’x background technology generally (provided that such disclosure will be made only to persons who are bound by confidentiality obligations as least as stringent as those described in this Article 9); (v) if required to be disclosed by Applicable Law or court order or arbitral tribunal order, provided that (a) notice is promptly delivered to the Disclosing Party to the extent practicable, in order to provide the Disclosing Party with an opportunity to challenge or limit the disclosure obligations, (b) the Receiving Party only discloses minimum Confidential Information of the Disclosing Party required to be disclosed in order to comply and (c) the Receiving Party uses reasonable steps endeavors to limit disclosure assist the Disclosing Party to secure confidential treatment of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreementbe disclosed; or (evi) to the extent necessary, to disclosures expressly permitted sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as restrictive on those set forth in by this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement. Further, the receiving Party may disclose Confidential Information to existing or potential acquirers, merger partners, permitted collaborators, licensees and sources of financing or to professional advisors (e.g. attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those permitted individuals to maintain such Confidential Information in strict confidence.

Authorized Disclosures of Confidential Information. Notwithstanding the foregoing, a A Party may use and disclose the Confidential Information of another the other Party as follows: (a) 1.1.1 if required by law, rule or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of another the other Party (ia) use uses all reasonable efforts to inform the such other Party prior to making any such disclosures and cooperate with such the other Party in seeking a protective order or other appropriate remedy (including redaction) and (iib) whenever possible, request confidential treatment of such information; (b) 1.1.2 to the extent such use and disclosure is reasonably required in the filing, prosecution, maintenance Prosecution and Maintenance of a Patent or publication of any patent application Copyright within the Program IP or patent on inventionsJoint IP in accordance with this Agreement; (c) 1.1.3 as reasonably necessary to obtain or maintain any regulatory approvalRegulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any ADC Drug Reagents Collaboration Products or Non-ADC Drug Reagents licensed hereunderRecursion Products, as applicable, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such regulatory agency Regulatory Authority and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, or to enforce compliance with the terms and conditions of, this Agreement; or (e) 1.1.4 to the extent necessaryreasonably necessary for purposes of performing its obligations or exercising its rights under this Agreement, to permitted employees, Affiliates, sublicensees, licensees, collaborators, vendors, consultants, advisers, agents, attorneys, contractors and clinicians under written agreements obligations of confidentiality at least and non-use of the Confidential Information consistent with the confidentiality provisions of this Agreement as restrictive on those set forth in this Agreement, who have a need they apply to know such information in connection with such Party performing its obligations or exercising its rights under this AgreementParty. Further, the receiving Party may disclose Confidential Information of the disclosing Party to existing or bona fide potential acquirers, merger partners, permitted collaborators, licensees sublicensees and sources of financing or to professional advisors (e.g. e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration or license sublicense and under appropriate conditions of confidentiality, provided that such disclosures are limited to only to the extent such information that is strictly necessary for such purpose and with the made under a written agreement by those permitted individuals to maintain such Confidential Information in strict confidence.