Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretion.

Authorized Disclosures. If either Party is required, pursuant Subject to a governmental law, regulation or order, to disclose any Confidential Information of the other Partythis Section 8.3, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving recipient Party may disclose Confidential Information of belonging to the Disclosing other Party as expressly permitted by this Agreement, or if and to the extent permitted as follows: 8.3.1 such disclosure is deemed necessary by counsel to the recipient Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the recipient Party; 8.3.2 disclosure by either Party or its Affiliates to governmental or other regulatory agencies in order to obtain and maintain patents consistent with Article 7 or disclosure by Lilly or a Lilly Affiliate or sublicensee to gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Authorization or to otherwise develop, manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain patents or authorizations; 8.3.3 disclosure required in the following instances: (i) filing connection with any judicial or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under administrative process relating to or arising from this Agreement and (including any enforcement hereof) or to comply with applicable court orders or governmental regulations; 8.3.4 disclosure to potential or actual investors or potential or actual acquirers in performing its obligations under this Agreement; connection with due diligence or similar investigations by such Third Parties (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Partyprovided that, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to investors, Zymeworks remains a privately held company and has not been otherwise acquired by a Third Party); provided, in each case, that any Productsuch potential or actual investor or acquirer agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to the recipient Party. Notwithstanding the preceding, Zymeworks shall not disclose any Lilly Target Pair or other data generated by Lilly and disclosed to Zymeworks hereunder (in correspondence with any Regulatory Authority regarding any Product or each case which is not within the scope of any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that exceptions set forth in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionSections 8.2.1-8.

Authorized Disclosures. If either Party is requiredIn addition to disclosures allowed under Sections 8.1 and 8.2, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving each Party may disclose Confidential Information of belonging to the Disclosing other Party as expressly permitted by this Agreement, or if and its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (ia) filing or prosecuting Patent Rights as permitted by this AgreementRights; (iib) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreementconnection with seeking for or obtaining Regulatory Approval; (iiic) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations; (e) to any potential or actual investor, lender, financing partner, acquirer, or merger partner, or (f) to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. If the recipient Party is required to disclose Confidential Information of the disclosing Party by Applicable Law or in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iviii) at the disclosing Party’s request and expense, assists in the case of Arsanis as the Receiving Party, (A) disclosure in submissions an attempt to object to or filings with any Regulatory Authority (includinglimit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionAS AMENDED.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 10.1 and 10.5, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information and the receiving Party terms of this Agreement to the extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancesdisclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as permitted contemplated by this Agreement; (ii) enforcing such party’s rights under this Agreement and is reasonably necessary in performing its obligations under connection with Regulatory Filings for Products as contemplated by this Agreement; (iii) is reasonably necessary for the prosecuting or defending litigation as permitted contemplated by this Agreement; and or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar to those set forth under this Article 10, to the extent otherwise necessary or appropriate in connection with the case exercise of Arsanis as its rights or the Receiving performance of its obligations hereunder; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, (A) disclosure provided that in submissions to or filings each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations substantially consistent with any Regulatory Authority (including, without limitation, those contained in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documentsthis Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than [*]; or (ii) to actual or potential investors and/or acquirors solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors and/or acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than [*]; (c) such disclosure is required by judicial or administrative process, provided that in such event may Arsanis disclose Adimab Platform Technology without such Party shall promptly inform the prior written consent other Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of Adimabthis Article 10, which consent may and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably [*] = 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. necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; and (d) such disclosure is deemed necessary by a Party to be withheld disclosed to Related Parties, agent(s), consultant(s) and/or other Third Parties deemed by such Party and/or its Affiliates to be necessary or advisable in Adimab’s sole discretionthe ordinary course of business in furtherance of the Development, Manufacture and/or commercialization of Collaboration Compounds and/or Products in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially consistent with those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than [*].

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the The Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) : 7.2.1 filing or prosecuting Patent Rights Patents as permitted by this Agreement; (ii) ; 7.2.2 establishing or enforcing such partythe Receiving Party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) ; 7.2.3 prosecuting or defending litigation as permitted by this Agreement; 7.2.4 complying with a valid order of a court or other governmental body having jurisdiction or with applicable laws, rules and regulations; provided that the Receiving Party shall, except where impracticable or prohibited by law, give reasonable advance notice to the Disclosing Party of the required disclosure, and, at the Disclosing Party’s request and (ivexpense, cooperate with the Disclosing Party’s efforts to contest such required disclosure, to obtain a protective order preventing or limiting the disclosure or requiring that the Confidential Information so disclosed be used only for the purposes for which such disclosure is required, or to obtain other confidential treatment of the Confidential Information required to be disclosed. In any event, the Receiving Party shall disclose only such Confidential Information as it is required by such order or applicable law, rule or regulation to disclose and shall only disclose such Confidential Information for the purpose and to the entity(ies) required by such order or applicable law, rule or regulation; 7.2.5 in the case of Arsanis Alexion, disclosure to actual or potential Sublicensees, provided, in each case, that any such Sublicensee has agreed in writing to be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Article 7, and that the Confidential Information so disclosed shall remain subject to this Article 7; 7.2.6 disclosure of (i) a redacted form of this Agreement and/or (ii) a written summary of the terms of this Agreement (in each case of clauses (i) and (ii), but not any other Confidential Information) to actual or potential Third Party investors, funding sources or acquirers in connection with due diligence or similar investigations by such Third Parties, and in confidential financing documents, provided, in each case, that: (a) any such Third Party agrees in writing to be bound by reasonable obligations of confidentiality and non-use at least as stringent as those set forth in this Article 7, (b) Alexion’s company name, corporate address and any other information that could reasonably identify Alexion as the licensee under this Agreement or as a user of the Xencor Technology will be redacted or omitted from any disclosure, and (c) the Confidential Information so disclosed shall remain subject to this Article 7; and 7.2.7 in addition to the authorized disclosures set forth in clauses 7.2.1 - 7.2.6, the Parties agree that Confidential Information shall not include: (a) information that is in the public domain at the time of disclosure hereunder or which subsequently comes within the public domain through no fault of or action by the Receiving Party; (b) information that is in the possession of the Receiving Party at the time of disclosure by the Disclosing Party hereunder, as evidenced by the Receiving Party’s prior written records; (c) information that is obtained, after the date hereof, by the Receiving Party from any third party that is lawfully in possession of such information and not in violation of any contractual or legal obligation with respect to such information; and (d) information that is independently developed by the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (includingafter the date hereof, without limitationthe aid, application, use of or reference to information provided by the Disclosing Party, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required each such case as evidenced by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionrecords.

Authorized Disclosures. If either Nothing in this Agreement shall prohibit the Receiving Party is required, pursuant to a governmental law, regulation or order, to disclose any from disclosing Confidential Information of the other a Disclosing Party, as well as the receiving Party terms and conditions of this Agreement, to the extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure (i) is reasonably necessary in the following instances: (i) for filing or prosecuting Patent Rights rights as permitted contemplated by this Agreement; or (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) is reasonably necessary for prosecuting or defending litigation as permitted contemplated by this Agreement; ; (b) such disclosure is reasonably necessary: (i) to the Receiving Party’s and (iv) in its Affiliates directors, attorneys, independent accountants, or financial advisors for the case sole purpose of Arsanis as enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (Aii) to actual or potential investors or acquirors solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors or acquirors are bound by confidentiality and non-use obligations consistent with those contained in the Agreement; and (c) such disclosure is required by Applicable Law (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange), or judicial or administrative process, provided that in submissions such event such Receiving Party shall promptly inform the Disclosing Party of such required disclosure and provide the Disclosing Party an opportunity to challenge or filings with any Regulatory Authority (includinglimit the disclosure obligations. Confidential Information that is disclosed by Applicable Law, without limitation, in INDs or judicial or administrative process shall remain otherwise subject to the confidentiality and NDAs) with respect to any Productnon-use provisions of this ARTICLE 10, and in correspondence with any Regulatory Authority regarding any Product the Party disclosing Confidential Information pursuant to law or any court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent continued confidential treatment of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 11.1 and 11.5, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancesdisclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as permitted contemplated by this Agreement; (ii) enforcing such party’s rights under this Agreement and is reasonably necessary in performing its obligations under this Agreementconnection with Regulatory Filings for Licensed Products; (iii) is reasonably necessary for the prosecuting or defending litigation as permitted contemplated by this Agreement; and or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use substantially consistent with to those set forth under this ARTICLE 11, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; or (ii) to actual or potential investors, acquirors, (sub)licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that in each such case on the condition that such Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in the case Agreement; or (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly notify the other Party in writing of Arsanis as such required disclosure and provide the Receiving Party, (A) other Party an opportunity to challenge or limit the disclosure in submissions obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to or filings with any Regulatory Authority (including, without limitation, in INDs the confidentiality and NDAs) with respect to any Productnon-use provisions of this ARTICLE 11, and in correspondence with any Regulatory Authority regarding any Product the Party disclosing Confidential Information pursuant to law or any court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent continued confidential treatment of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 10.1 and 10.5, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancesdisclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as permitted contemplated by this Agreement; (ii) enforcing such party’s rights under this Agreement and is reasonably necessary in performing its obligations under this Agreementconnection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending litigation as permitted contemplated by this Agreement; and or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar to those set forth under this Article 10, to the extent otherwise necessary or appropriate in connection with the case exercise of Arsanis as its rights or the Receiving performance of its obligations hereunder; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, (A) disclosure provided that in submissions to or filings each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations substantially consistent with any Regulatory Authority (including, without limitation, those contained in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documentsthis Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than five (5) years; or (ii) to actual or potential investors and/or acquirors solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on the condition that such actual or potential investors and/or acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than five (5) years; (c) such disclosure is required by judicial or administrative process, provided that in such event may Arsanis such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 10, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; (d) such disclosure is deemed necessary by FivePrime to be disclosed to The Regents and/or ICOS to fulfill its obligations under the UCSF Agreement or the ICOS Agreement, respectively, including disclosing the terms of this Agreement to or sharing this Agreement with The Regents and/or ICOS, provided FivePrime shall first notify HGS (and disclose Adimab Platform Technology without the prior written consent reasons for disclosure) in the event it is necessary to share this Agreement with The Regents and/or ICOS; (e) such disclosure is deemed necessary by HGS to be disclosed to Affiliates, agents, consultants or other Third Parties for any and all purposes HGS or its Affiliates deem necessary or advisable in the ordinary course of Adimabbusiness in furtherance of the Development, which consent may Manufacture and/or Commercialization of Compounds and Products and in accordance with this Agreement, on the condition that such Third Parties agree to be withheld bound by confidentiality and non-use obligations that are substantially consistent with the confidentiality and non-use provisions contained in Adimab’s sole discretionthis Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than five (5) years; or (f) such disclosure is deemed necessary by FivePrime to be disclosed to Affiliates, agents, consultants or other Third Parties for any and all purposes FivePrime or its Affiliates deems necessary or advisable in the conduct of any of the FivePrime-Conducted Trials, Other FivePrime-Conducted Activities or any FivePrime Development Activities, including disclosing the terms of this Agreement to, and/or share this Agreement with, potential or actual licensee(s) of FivePrime in the Retained Territory, on the condition that such actual or potential licensee(s) agree to be bound by confidentiality and non-use obligations that are substantially consistent with the confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than five (5) years.

Authorized Disclosures. If either Party is required, pursuant Subject to a governmental law, regulation or order, to disclose any Confidential Information of the other Partythis Section 7.3, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving recipient Party may disclose Confidential Information belonging to the other Party to the extent permitted as follows: 7.3.1 to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Disclosing receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the recipient Party; 7.3.2 disclosure by either Party as expressly permitted by or its Affiliates to governmental or other regulatory agencies in order to obtain and maintain patents consistent with Article 6 or disclosure to gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Authorization in accordance with this Agreement, or if and but such disclosure may be only to the extent such disclosure is reasonably necessary to obtain and maintain patents or authorizations; 7.3.3 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations; or 7.3.4 disclosure to potential or actual investors, potential or actual acquirers in connection with due diligence or similar investigations by such Third Parties; provided, in each case, that any such potential or actual investor or acquirer agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to the following instances: (i) filing recipient Party. If the recipient Party is required by judicial or prosecuting Patent Rights administrative process to disclose Confidential Information pursuant to Section 7.3.3, such Party shall promptly inform the other Party of the disclosure that is being sought and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Agreement; (ii) enforcing such party’s rights under Section 7.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Agreement Article 7, and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation the Party disclosing Confidential Information as permitted by this Agreement; Section 7.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and (iv) in otherwise cooperating with the case of Arsanis as the Receiving other Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any ensure the continued confidential treatment of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice In addition to the disclosing Partydisclosures allowed under Section 10.1 and 10.2, (b) shall make a reasonable effort either Party may disclose Information belonging to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreementconnection with Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) complying with applicable court orders or governmental regulations; (v) in connection with an offering of securities or securities law disclosure requirements if counsel determines that such disclosure is required; or (vi) to the case extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. (b) In addition, resTORbio and its Affiliates and sublicensees may disclose Information of Arsanis Novartis to Third Parties as may be necessary or useful in connection with the Receiving PartyDevelopment, (A) disclosure in submissions to manufacture or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any Commercialization of the foregoing submissions or filingsCompounds and/or Product(s) as permitted by this Agreement, and (B) disclosures to the Foundation required by the Grant Documentsincluding in connection with subcontracting transactions; provided, however, that to the extent such Information relates to RAD001 (alone or in combination) and is not otherwise permitted under Section 5.1, any such disclosure shall be subject to Novartis’ written approval (which will not be unreasonably withheld or delayed more than 30 days). (c) In addition, either Party may disclose the terms of this Agreement and Information pertaining to Products in connection with an assignment or potential assignment of this Agreement, a loan, financing or investment transaction, or an acquisition, merger, consolidation or similar transaction (or for such Persons to determine their interest in performing such activities or entering into such transactions), in each case on the condition that any Third Parties to whom such disclosures are made agree to be bound by confidentiality and non-use obligations no less rigorous than those contained in this Agreement. (d) In the event may Arsanis the recipient Party is required to disclose Adimab Platform Technology without Information of the prior written consent disclosing Party by law or in connection with bona fide legal process, such disclosure will not be a breach of Adimabthis Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, which consent may be withheld assists in Adimab’s sole discretionan attempt to object to or limit the required disclosure.

Authorized Disclosures. If either Party is required, pursuant Subject to a governmental law, regulation or order, to disclose any Confidential Information of the other Partythis Section 8.3, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving recipient Party may disclose Confidential Information of belonging to the Disclosing other Party as expressly permitted by this Agreement, or if and to the extent permitted as follows: 8.3.1 such disclosure is deemed necessary by counsel to the recipient Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the recipient Party; 8.3.2 disclosure by either Party or its Affiliates to governmental or other regulatory agencies in order to obtain and maintain patents consistent with Article 7 or disclosure by Xxxxx or a Lilly Affiliate or sublicensee to gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Authorization or to otherwise develop, manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain patents or authorizations; 8.3.3 disclosure required in the following instances: (i) filing connection with any judicial or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under administrative process relating to or arising from this Agreement and (including any enforcement hereof) or to comply with applicable court orders or governmental regulations; or 8.3.4 disclosure to potential or actual investors or potential or actual acquirers in performing its obligations under this Agreement; connection with due diligence or similar investigations by such Third Parties (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Partyprovided that, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to investors, Zymeworks remains a privately held company and has not been otherwise acquired by a Third Party); provided, in each case, that any Productsuch potential or actual investor or acquirer agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to the recipient Party. Notwithstanding the preceding, Zymeworks shall not disclose the Lilly Target Pair or other data generated by Xxxxx and disclosed to Zymeworks hereunder (in correspondence with any Regulatory Authority regarding any Product or each case which is not within the scope of any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that exceptions set forth in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionSections 8.2.1-8.

Authorized Disclosures. If either Nothing in this Agreement shall prohibit the Receiving Party is required, pursuant to a governmental law, regulation or order, to disclose any from disclosing Confidential Information of the other Party, as well as the receiving Party terms and conditions of this Agreement: (a) shall give advance written notice to the disclosing Receiving Party's Affiliates, employees, agents, consultants, sublicensees, potential collaborators, advisors, clinical investigators, and contract manufacturers, if any, but only on a need-to-know basis for purposes provided for in this Agreement, provided such disclosure occurs pursuant to a written confidentiality agreement containing provisions at least as protective as those of this Article 12; (b) shall make to professional advisors bound by a reasonable effort duty of confidentiality; (c) in cases where Aspreva is the Receiving Party, to assist Aspreva's investors and potential investors, acquirers, or merger candidates; or (d) to the extent required by court order, law, or regulation, provided that the Receiving Party provides the other Party prior written notice of the required disclosure and takes reasonable steps to obtain limit such disclosure to the minimum required amount and to obtain, or cooperate with the other Party in obtaining, a protective order or other similar order requiring that the such Confidential Information so disclosed be used only for the purposes for which the required by such court order, law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the lawregulation. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, regulation or order. In additionMARKED BY BRACKETS, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations)HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionAS AMENDED.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 11.1 and 11.5, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancesdisclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as permitted contemplated by this AgreementARTICLE 10; (ii) enforcing such party’s rights under this Agreement and is reasonably necessary in performing its obligations under connection with regulatory filings for the Products in the Field consistent with this Agreement; or (iii) is made to any Third Party bound by written obligations of confidentiality and non-use similar to those set forth under this Article 11, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder; (b) such disclosure is reasonably necessary: (i) to its and its Affiliates’, (Sub)licensees’ and Distributors’ employees and subcontractors; (ii) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party; or (iii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that in each case, (i), (ii) and (iii), such party(ies) to whom disclosure is made under this Section 11.3(b) shall be bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; or (c) such disclosure is required by judicial or administrative process or reasonably necessary for prosecuting or defending litigation as permitted by this Agreementunder ARTICLE 10 or ARTICLE 14; provided that in such event such Party shall promptly inform the other Party of such required disclosure and (iv) in provide the case of Arsanis as other Party an opportunity to challenge or limit the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documentsobligations; provided, howeverfurther that Confidential Information disclosed in response to a court or governmental order shall be limited to that information which is legally required in response to such court or governmental order. Confidential Information that is disclosed through the judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11, that in no event may Arsanis disclose Adimab Platform Technology without and the prior written consent Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking confidential treatment or a protective order, to ensure the continued confidential treatment of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Each Party may disclose Confidential Information of the Disclosing other Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted is submitted by this Agreementthe recipient to governmental authorities to facilitate the issuance of Trial Registrations and/or Marketing Registrations for the Assay, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) enforcing such party’s rights is provided by the recipient to Third Parties under confidentiality agreements having provisions at least as stringent as those in this Agreement and Article 9, for consulting, manufacturing development, manufacturing, external testing, marketing trials, in performing each case to the extent necessary to perform its obligations or exercise its rights under this Agreement; (iii) prosecuting to its actual or defending litigation prospective investors or collaborators, or its accountants, attorneys and other professional advisors, in each case under confidentiality agreements having provisions at least as permitted by stringent as those in this AgreementArticle 9; and or (iv) is otherwise required to be disclosed in compliance with Applicable Laws (including any securities laws or rules of any recognized stock exchange) order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information such Party will give reasonable advance written notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of Arsanis as patent applications, will use its reasonable efforts in assisting the Receiving Party, (A) disclosure disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed. [***] Certain information in submissions to or filings this document has been omitted and filed separately with any Regulatory Authority (including, without limitation, in INDs the Securities and NDAs) Exchange Commission. Confidential treatment has been requested with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionomitted portions.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the The Receiving Party may disclose Confidential Information of belonging to the Disclosing Party as expressly permitted by this Agreementand Confidential Information deemed to belong to both Buyer and the Company under Section 6.2(a), or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) filing subject to Section 7.5 of the Program Agreement, complying with Applicable Laws (including the rules and regulations of the Securities and Exchange Commission or prosecuting Patent Rights as permitted by this Agreement; any 39881135.1 ACTIVE/118012393.3 national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) enforcing such party’s rights under this Agreement Prosecution and Maintenance of Prosecuted Patents in performing its obligations under this accordance with the Program Agreement; ; (iii) prosecuting or defending litigation as permitted by this Agreementin connection with the enforcement of any of the Transaction Documents; and and (iv) in the case of Arsanis as the Receiving Partydisclosure, (A) disclosure in submissions solely on a “need to know basis,” to Affiliates, Service Providers, potential or filings with any Regulatory Authority (includingactual research and Development collaborators, without limitationlicensees, in INDs and NDAs) with respect to any Productsubcontractors, shareholders or equity-holders, or other potential financial partners, and in correspondence with any Regulatory Authority regarding any Product or any each of the foregoing submissions Parties’ respective directors, officers, employees, consultants, stockholders or filingsmembers, attorneys and contractors, each of whom, prior to disclosure, must be bound by written obligations of confidentiality and non-use or binding professional responsibility standards containing confidentiality obligations no less restrictive than the obligations set forth in this Section 6.2 (B) disclosures to the Foundation required by the Grant Documentsbut of shorter duration if customary); provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 6.2(c)(iv) to treat such Confidential Information as required under this Section 6.2. (v) If and whenever any Confidential Information is disclosed in accordance with this Section 6.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in no event a public disclosure of such information (otherwise than by breach of this Agreement). The Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosures pursuant to Section 6.2(c)(i) or Section 6.2(c)(iii) sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may Arsanis deem appropriate to protect the confidentiality of the information (including seeking a confidential treatment order or protective or limiting order, as applicable), and the Receiving Party shall provide reasonable assistance to the Disclosing Party with respect thereto as allowed by law; provided, that, in any event, the Receiving Party shall use reasonable measures to ensure confidential treatment of such information and shall only disclose Adimab Platform Technology without such Confidential Information of the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionDisclosing Party as is necessary to comply with such Applicable Laws or judicial process.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 7.1 and 7.6, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party’s Confidential Information to any Affiliate, actual or bona fide potential sublicensee, subcontractor, agent, officer, investor, professional adviser, banker, auditor, clinician or other consultant (each a “Recipient”) only if the disclosure is made strictly on a “need to know basis” and, prior to the disclosure, the receiving Party (ai) shall give advance written notice to notifies the disclosing Party, (b) shall make a reasonable effort to assist Recipient of the other Party to obtain a protective order requiring that confidential nature of the Confidential Information so disclosed to be used only for the purposes for which the lawdisclosed, regulation or order required and (cii) shall disclose the Confidential Information solely to Recipient enters into a written agreement of confidentiality with the extent required Party, or the Recipient is bound by professional or ethics obligation regarding confidentiality, which in either case is at least as restrictive as the lawobligations in this Article 7 (provided that the duration of such confidentiality obligation can be shorter (but no less than five (5) years) for a Recipient that is a banker, regulation investor, or orderother financial partners). In additionWithout limiting the foregoing, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving a Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent extent: (a) such disclosure is reasonably necessary in the following instancesnecessary: (i) filing or prosecuting Patent Rights for the filing, prosecution and enforcement of Patents as permitted contemplated by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreementconnection with regulatory filings for Product; (iii) for the prosecuting or defending litigation as permitted contemplated by this Agreement; and or (iv) in connection with the case exercise of Arsanis as a Party’s rights or the Receiving Partyperformance of its obligations hereunder; (b) such disclosure is required by applicable Laws, (Ajudicial or administrative process, provided that in such event, to the extent possible, such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed pursuant to this Section 7.3(b) disclosure in submissions shall remain otherwise subject to or filings with any Regulatory Authority (including, without limitation, in INDs the confidentiality and NDAs) with respect to any Productnon-use provisions of this Article 7, and in correspondence with any Regulatory Authority regarding any Product the Party disclosing Confidential Information pursuant to Law or any court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent continued confidential treatment of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 11.1 and 11.6, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the disclosing sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than five (5) years; or (ii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, provided that in each such case such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than [*] years; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs, Marketing Approvals or Pricing Approval for any Product within the Territory, or (ii) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Products or this Agreement; (c) such disclosure is required by Law, judicial or administrative process, provided that except for disclosures governed by the last two sentence of Section 11.4, in such event such Party shall make promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to Section 11.3(b) or this Section 11.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11 (provided 60 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. that such disclosure is not a reasonable effort public disclosure), and the Party disclosing Confidential Information to a Governmental Authority or pursuant to Law or court order shall cooperate with and reasonably assist the other Party to obtain (at the other Party’s cost) if the other Party seeks a protective order requiring or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information so disclosed be used only for which, in the purposes for which opinion of Party’s legal counsel, is responsive to such requirement or request; (d) necessary in order to enforce its rights under the law, regulation Agreement; or order required and (ce) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement Sangamo and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures is required pursuant to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent terms of Adimab, which consent may be withheld in Adimab’s sole discretionany Sangamo Third Party Agreement.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 7.1 and 7.6, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the disclosing sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than five (5) years; or (ii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, provided that in each such case such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than [ * ]; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs, Marketing Approvals or Pricing Approval for any Product within the Territory, or (ii) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Products or this Agreement; (c) such disclosure is required by Law, judicial or administrative process, provided that except for disclosures governed by the last two sentences of Section 7.4, in such event such Party shall make promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to Section 7.3(b) or this Section 7.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7 (provided that such disclosure is not a reasonable effort public disclosure), and the Party disclosing Confidential Information to a Governmental Authority or pursuant to Law or court order shall cooperate with and reasonably assist the other Party to obtain (at the other Party’s cost) if the other Party seeks a protective order requiring or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information so disclosed be used only for which, in the purposes for which opinion of Party’s legal counsel, is responsive to such requirement or request; (d) necessary in order to enforce its rights under the law, regulation or order required and Agreement; or (ce) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary by Sangamo and is required pursuant to the terms of any Sangamo Third Party Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement Securities and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions Exchange Commission pursuant to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any Rule 24b-2 of the foregoing submissions or filingsSecurities Exchange Act of 1934, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionas amended.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of Notwithstanding the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of obligations set forth in this Section 6.1 (General Confidentiality Obligations)9.6, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent: (i) such disclosure is reasonably necessary: (A) to the Receiving Party’s Representatives (including attorneys, independent accountants or financial advisors) for the sole purpose of enabling such Representatives to provide advice to such Receiving Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; or (B) to actual or bona fide potential investors, potential acquirors, licensees or other financial, development or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, provided that in each such case such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement; (ii) such disclosure is to a Governmental Authority and necessary or desirable (A) to obtain or maintain INDs, Regulatory Approvals or Price Approval for any product (subject to the limitations of any license grant to the Receiving (iii) Party related to the use of such Confidential Information), within the Territory, or (B) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Products or this Agreement; (iv) such disclosure is required by Law, judicial or administrative process, provided that, except for disclosures governed by the last two sentences of Section 9.6(e) below, the Receiving Party, to the extent legally permitted, shall promptly inform the Disclosing Party as expressly permitted by of such required disclosure and provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to subsection (ii) above or this Agreement, or if and subsection (iii) shall remain otherwise subject to the extent confidentiality and non-use provisions of this Section 9.6 (provided that such disclosure is not a public disclosure), and the Receiving Party shall cooperate with and reasonably assist the Disclosing Party if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure. In any event, the Receiving Party shall furnish only that portion of the Confidential Information which, in the advice of the Receiving Party’s legal counsel, is responsive to such requirement or request; (v) such disclosure is reasonably necessary to exercise its right to prepare, file, prosecute, maintain and extend Patents in a manner consistent with the following instances: Patent and Know-How License Agreement, including any obligation to cooperate with the Disclosing Party therein; or (ivi) filing or prosecuting Patent Rights as permitted by this necessary in order to enforce its rights under the Agreement; or (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (ivvii) in the case of Arsanis Pfizer as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any ProductKnow-How in the Pfizer Assigned IP Rights which is other than that within the Group 1 Pfizer IP Rights, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by extent useful or necessary to exercise and enjoy the Grant Documents; provided, however, that rights in no event may Arsanis disclose Adimab Platform Technology without and to such Transferred Pfizer Know-How granted to Pfizer under the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionPatent and Know-How License Agreement.

Authorized Disclosures. If either The Receiving Party is required, pursuant to a governmental law, regulation or order, to disclose may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement. Notwithstanding the obligations set forth in Sections 10.1 and 10.5, a Party may disclose the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) for the filing or prosecuting Patent Rights as permitted contemplated by this Agreement; (ii) enforcing such party’s in connection with regulatory filings for the Products; (iii) for the prosecuting or defending litigation as contemplated by this Agreement; (iv) in connection with the exercise of its rights under or the performance of its obligations hereunder, including in relation to Joint Know-How the Development and Commercialization in accordance with this Agreement and in performing its Agreement, provided that the recipient is bound by confidentiality obligations corresponding to the obligations under this Agreement; (iiiv) prosecuting to obtain advice in relation to this Agreement and the activities hereunder; (vi) for the purpose of evaluating or defending litigation as permitted carrying out an actual or potential investment, acquisition or collaboration to such Party’s attorneys, independent accountants or financial advisors, actual or potential investors and lenders, acquirers, licensees, assignees and other financial or commercial partners (“Recipients”), provided that in each such case such Recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; or (b) if and (iv) to the extent such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the case other Party of Arsanis as such required disclosure and provide the Receiving Party, (A) other Party an opportunity to challenge or limit the disclosure in submissions obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to or filings with any Regulatory Authority (including, without limitation, in INDs the confidentiality and NDAs) with respect to any Productnon-use provisions of this Article 10, and in correspondence with any Regulatory Authority regarding any Product the Party disclosing Confidential Information pursuant to law or any court order shall take all steps reasonably necessary, including seeking confidential treatment or a protective order to ensure the continued confidential treatment of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Party Notwithstanding the above, (1) QUEST may use LICENSED COMPOUNDS or LICENSED KNOW-HOW as provided and contemplated in this AGREEMENT and may disclose confidential information of VITAE or its AFFILIATES to the extent that such disclosure is required, pursuant reasonably necessary for: (i) manufacture or DEVELOPMENT of LICENSED PRODUCTS; (ii) filing or prosecuting patent applications relating to a governmental law, regulation the LICENSED COMPOUNDS or order, their use; (iii) regulatory filings relating to the LICENSED COMPOUNDS; (iv) prosecuting or defending litigation relating to the LICENSED COMPOUNDS or this AGREEMENT; or (v) conducting preclinical or clinical trials of the LICENSED COMPOUNDS; and (2) each party may disclose any Confidential Information confidential information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and party to the extent such disclosure is reasonably necessary in the following instances: for (i) filing complying with applicable laws, rules or prosecuting Patent Rights as permitted by this Agreementother governmental regulations or orders of any court or other governmental authority; or (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) prosecuting disclosure to AFFILIATES, sublicensees, employees, consultants, agents, investors or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Partypotential investors or merger partners, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no such AFFILIATE, sublicensee, employee, consultant, agent, investor or potential investor or merger partner has undertaken a similar obligation of confidentiality with respect to the confidential information as those undertaken by the parties hereunder. In the event may Arsanis disclose Adimab Platform Technology without that a party is required to make a disclosure of the prior written consent other party’s confidential information pursuant to Subsection (2)(i), the receiving party shall, except where impracticable, give reasonable advance notice to the disclosing party of Adimab, which consent may be withheld in Adimab’s sole discretionsuch required disclosure and use reasonable efforts to secure confidential treatment of such information.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Each Recipient Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Option Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: : (ia) filing or prosecuting Patent Rights as permitted by this Option Agreement; ; (iib) enforcing complying with applicable court orders or Applicable Laws, a bona fide legal process, the listing rules of any exchange on which such partyParty’s securities are traded; (c) in Regulatory Filings that the Recipient Party has the right to file, or holds, as expressly set forth in this Option Agreement; (d) disclosure to the Recipient Party’s Affiliates, licensees and sublicensees, potential licensees and sublicensees, who, in each case, need to know such information in order for the Recipient Party to exercise its rights under this Agreement and in performing or fulfill its obligations under this Option Agreement, provided, that such persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Option Agreement; and (iiie) prosecuting disclosure to Third Parties in connection with due diligence or defending litigation 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 the Recipient Party is required to disclose Confidential Information of the Disclosing Party in connection with Section 8.3(b), the Recipient Party shall (a) inform the Disclosing Party as permitted by this Agreementsoon as reasonably practicable of the required disclosure; (b) limit the disclosure to the required purpose; and (ivc) at the Disclosing Party’s request and expense, assist in the case of Arsanis as the Receiving Party, (A) disclosure in submissions an attempt to object to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of limit the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretiondisclosure.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of Notwithstanding the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations)obligations set forth in this Article VI, the Receiving Party may disclose the Disclosing Party’s Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent extent: (i) such disclosure is reasonably necessary to the Receiving Party’s Representatives (including attorneys, independent accountants or financial advisors) for the sole purpose of enabling such Representatives to provide advice to such Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; (ii) such disclosure is to a Governmental Authority and necessary or desirable (A) to obtain or maintain INDs, Regulatory Approvals or Price Approval for any Product within the following instances: Territory, or (iB) filing in order to respond to inquiries, requests or prosecuting Patent Rights as permitted investigations by such Governmental Authority relating to Products or this Agreement; or (iii) such disclosure is required by Law, judicial or administrative process, provided that, except for disclosures governed by the last two sentences of subsection (e) below, the Receiving Party shall promptly inform the Disclosing Party of such required disclosure and provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to subsection (ii) enforcing such party’s rights under above or this Agreement and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and subsection (iv) shall remain otherwise subject to the confidentiality and non-use provisions of this Section 6.1 (provided that such disclosure is not a public disclosure), and the Receiving Party shall cooperate with and reasonably assist the Disclosing Party if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure. In any event, the Receiving Party shall furnish only that portion of the Confidential Information which, in the case opinion of Arsanis as the Receiving Party’s legal counsel, (A) disclosure in submissions is responsive to such requirement or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretion.request;

Authorized Disclosures. If either Notwithstanding the obligations set forth in Section 9.1, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the ’s Confidential Information so disclosed be used only for (including this Agreement and the purposes for which the law, regulation or order required and (cterms herein) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: situations: (ia) filing or prosecuting Patent Rights as permitted by disclosure of this Agreement; (ii) enforcing such party’s rights under this Agreement , its terms and in performing its obligations under this Agreement; (iii) prosecuting the status and results of Development or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving PartyCommercialization activities to actual or bona fide potential investors, acquirers, (Asub)licensees, lenders and other financial or commercial partners or others on a need-to-know basis solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, (sub)license, debt transaction or collaboration; provided that in each such case on the condition that such Persons are bound by appropriate obligations of confidentiality, non-disclosure and non-use; (b) such disclosure is required by judicial, administrative process or rules of any securities and exchange commission (or equivalent foreign agency) (including in filings with Governmental Authorities), provided that in such event such Party shall, to the extent practical and legally permissible, promptly notify the other Party in writing of such required disclosure and provide to the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this ARTICLE 9, and the Party disclosing Confidential Information pursuant to Applicable Laws or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information; or (c) disclosure in submissions pursuant to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionSection 9.5.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) The Parties will agree upon a press release to be issued by Ideaya within [***] following the Effective Date of this Agreement. Neither Party shall give advance written notice issue any other press release, trade announcement or make any other public announcement or statement with regard to the disclosing Partytransactions contemplated by this Agreement without the other Parties’ prior written consent, except as permitted in Sections 10.1, 10.2 and 10.3(b). (b) shall make a reasonable effort In addition to assist disclosures allowed under Section 10.1 and 10.2, and except as set forth in Section 2.4, either Party may disclose Information belonging to the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreementconnection with Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) complying with applicable court orders, governmental regulations, or the inquiries of Regulatory Authorities; (v) in connection with an offering of securities or for compliance with securities law or rules of a securities exchange disclosure requirements if counsel determines that such disclosure is required; (vi) in connection with the case performance of Arsanis as obligations relating to the Receiving PartyExisting Material Transfer Agreements or any compassionate use, named patient, or similar programs; or (Avii) disclosure to the extent otherwise necessary or appropriate in submissions connection with exercising the license and other rights granted to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) it hereunder. Novartis will also be entitled to publish with respect to any Productthe results of the Ongoing Clinical Trial of LXS196, summaries of clinical trials of LXS196, and any pre-clinical research associated with LXS196, in correspondence its ordinary course, subject to prior review and comment by Ideaya (with the proposed publication to be provided to Ideaya not less than [***] days prior to intended submission). Ideaya acknowledges that pursuant to the Existing Material Transfer Agreements, certain Third Parties may have the right to publish information relating to LXS196, and any Regulatory Authority regarding any Product such disclosure will not be deemed to be a breach of Novartis’ obligations of confidentiality. Notwithstanding anything in this Agreement to the contrary, each Party will be entitled to disclose, without the consent of or any notification to the other Party, any pharmacovigilance information originating from itself, its Affiliates, and the other Party with Regulatory Authorities, investigators, ethical committees and internal review boards, and any other Third Parties that have a need to know such information according to each Party’s Risk Management and Adverse Event Reporting requirements. (c) In the event the recipient Party is required to disclose Information of the foregoing submissions disclosing Party by law, rules of a securities exchange or filingsin connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (Biii) disclosures at the disclosing Party’s request and expense, where available and reasonably practicable under the circumstances, assists in an attempt to object to or limit the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent disclosure or to otherwise receive “confidential” or “trade secret” treatment with respect to relevant portions of Adimab, which consent may be withheld in Adimab’s sole discretionsuch disclosure.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice In addition to the disclosing Partydisclosures allowed under Section 10.1 and 10.2, (b) shall make a reasonable effort either Party may disclose Information belonging to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreementconnection with Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) complying with applicable court orders or governmental regulations; (v) fulfilling such Party’s obligations under the In-licensed AVEO Technology Agreements; or (vi) to the extent otherwise necessary or (b) In addition, Novartis and its Affiliates and sublicensees may disclose Information of AVEO to Third Parties as may be necessary or useful in connection with the Development, manufacture or Commercialization of the AVEO Antibodies and/or Product(s) as permitted by this Agreement, including in connection with subcontracting transactions. (c) In addition, AVEO may disclose the terms of this Agreement and Information pertaining to Products in connection with an assignment or potential assignment of this Agreement, a loan, financing or investment transaction, or an acquisition, merger, consolidation or similar transaction (or for such Persons to determine their interest in performing such activities or entering into such transactions), in each case on the condition that any Third Parties to whom such disclosures are made agree to be bound by confidentiality and non-use obligations no less rigorous than those contained in this Agreement. (d) In the event the recipient Party is required to disclose Information of Arsanis the disclosing Party by law or in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the Receiving required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, (A) disclosure assists in submissions an attempt to object to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of limit the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretiondisclosure.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights Patents as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis Adagio as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis Adagio disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretion.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 7.1 and 7.6, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information (including this Agreement and the receiving Party terms herein) to the extent: (a) shall give advance written notice such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the disclosing sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than five (5) years; or (ii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, provided that in each such case such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than [ * ]; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs, Marketing Approvals or Pricing Approval for any Product within the Territory, or (ii) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Products or this Agreement; (c) such disclosure is required by Law, judicial or administrative process, provided that except for disclosures governed by the last two sentences of Section 7.4, in such event such Party shall make promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to Section 7.3(b) or this Section 7.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7 (provided that such disclosure is not a reasonable effort public disclosure), and the Party disclosing Confidential Information to a Governmental Authority or pursuant to Law or court order shall cooperate with and reasonably assist the other Party to obtain (at the other Party’s cost) if the other Party seeks a protective order requiring or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information so disclosed be used only for which, in the purposes for which opinion of Party’s legal counsel, is responsive to such requirement or request; (d) necessary in order to enforce its rights under the law, regulation or order required and Agreement; or (ce) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement Sangamo and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreement; and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures is required pursuant to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent terms of Adimab, which consent may be withheld in Adimab’s sole discretionany Sangamo Third Party Agreement.

Authorized Disclosures. If either Party is requiredNotwithstanding Section 9.1, pursuant to a governmental law, regulation or order, each party shall be permitted to disclose any relevant Confidential Information of the other Partyto its officers, the receiving Party (a) shall give advance written notice agents and employees, and to the disclosing Partyofficers, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used agents and employees of Service Provider's Affiliates and/or subcontractors, but only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent that such disclosure is reasonably necessary in for the following instancesperformance of Services under this Agreement. The provisions of this Section 9 shall not apply to information that: (i) filing or prosecuting Patent Rights as permitted by this Agreementis lawfully in the public domain; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under has been independently developed by the other party without violation of this Agreement; (iii) prosecuting or defending litigation as permitted by this Agreementwas already in the possession of the party; and (iv) was supplied to the party by a third party lawfully in possession thereof and legally permitted to further disclose the case of Arsanis as information; (v) the Receiving Partyparty is required to disclose by law; or (vi) is disclosed with the party's written consent. Requests for Confidential Information. The parties agree that if a third party requests Confidential Information pursuant to a subpoena, summons, search warrant, or governmental order, the party to which the request is made shall (unless prohibited by applicable law or governmental authority from doing so) give the other party prompt notice and the opportunity to (i) review the request, (Aii) disclosure in submissions request redaction of Confidential Information not required to be disclosed, and/or (iii) make a reasonable effort to obtain a protective order prior to the disclosure. If SURS receives a request under the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq. ("FOIA request"), for records disclosed by Service Provider that may qualify for an exemption under 5 ILCS 140/7(1)(g) (because said records arguably contain trade secrets and commercial or filings with any Regulatory Authority (includingfinancial information from a person or business where the trade secrets, without limitationcommercial or financial information is furnished under a claim that they are proprietary, in INDs and NDAs) with respect to any Productprivileged or confidential, and in correspondence with any Regulatory Authority regarding any Product or any the disclosure of the foregoing submissions trade secrets or filings, and (B) disclosures commercial or financial information would cause competitive harm to the Foundation person or business), SURS will notify Service Provider and work with Service Provider to determine if such an exemption can be claimed. Service Provider understands that SURS is solely responsible for responding to FOIA requests within the statutory deadline and also understands that SURS is solely responsible for making the ultimate determination as to whether it is required by law to provide the Grant Documents; providedrequested records. Marketing and Sales Materials. Service Provider agrees that it shall not disclose, howeveradvertise, that or otherwise publish this Agreement or include the names of SURS or a Participating Employer in no event may Arsanis disclose Adimab Platform Technology any marketing or sales material (other than lists of current clients provided by Service Provider to prospective clients) without the prior written consent of Adimab, which consent SURS. Except to the extent that a Participant specifically authorizes the use of his or her own information that may be withheld in Adimab’s sole discretionConfidential Information to Service Provider, Service Provider shall not use any Confidential Information relating to any Participant for any marketing or sales purposes or any other purpose other than the performance of Services under this Agreement. Survival. The provisions of this Section 9 shall survive the termination of this Agreement.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Each Party may disclose Confidential Information of the Disclosing Party as expressly permitted by other Party: (a) to its Affiliates and their respective directors, officers, employees, independent contractors including consultants) and advisers, in each case, solely to the extent reasonably necessary for the purposes of conducting the Collaboration or exercising its rights under this Agreement, or if including obtaining approval of this transaction and the negotiation and approval of any option rights hereunder; provided, that each such Person is bound by obligations of confidentiality and non-use to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; (b) to the extent such use and disclosure is reasonably required in the Prosecution and Maintenance of any Joint Patents undertaken in accordance with this Agreement; and (c) to the extent such disclosure is reasonably necessary in required by Applicable Laws, including the following instancesrequirements of any Governmental Authority or Regulatory Authority or subject pursuant to the rules of any recognized stock exchange (but subject to Section 6.4 (Terms of this Agreement)); provided that the recipient Party: (i) filing or prosecuting Patent Rights informs the other Party as permitted by this Agreementsoon as reasonably practicable upon becoming aware of the required disclosure; (ii) enforcing at the disclosing Party’s request and expense, assists such party’s rights under this Agreement Party in attempting to object to, limit the required disclosure of, or seek a protective order for, such Confidential Information; and in performing its obligations under this Agreement; (iii) prosecuting or defending litigation as permitted limits the disclosure to only that portion, which it is advised by this Agreement; counsel, to be legally required lobe disclosed. For clarity, any such disclosure by the receiving Party shall not diminish the confidential and (iv) in the case proprietary status of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures such Confidential Information except to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretionextent such Confidential Information falls within an exception between Sections 6.2(a)- (d) (Exceptions).

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the The Receiving Party may disclose Confidential Information of belonging to the Disclosing Party as expressly permitted by this Agreement, or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) filing by either Party in order to comply with applicable non-patent law or prosecuting Patent Rights as permitted by this Agreement; regulation (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) enforcing such party’s rights under this Agreement and in performing its obligations under this Agreement; by either Party, prosecuting or defending litigation; (iii) by either Party, in connection with making regulatory filings, filing, prosecuting and enforcing patent applications and patents (including Licensed Patent Rights), and to Affiliates, potential and future collaborators (including Sublicensees of Allozyne), permitted acquirers or defending litigation as permitted assignees under Section 8.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of either Party and its Affiliates’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by this Agreementcommercially reasonable obligations of confidentiality; and (iv) in Where reasonably possible, the case Receiving Party shall notify the Disclosing Party of Arsanis as the Receiving Party’s intent to make any disclosure pursuant to Section 5.1(c)(i) or 5.1(c)(ii) sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality, (A) disclosure in submissions to or filings with any Regulatory Authority (includingand/or proprietary nature, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretioninformation.

Authorized Disclosures. If either Notwithstanding the obligations set forth in Sections 7.1 and 7.5, a Party is required, pursuant to a governmental law, regulation or order, to may disclose any Confidential Information of the other Party, ’s Confidential Information to the receiving Party extent: (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), the Receiving Party may disclose Confidential Information of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instancesnecessary: (i) filing or prosecuting for the filing, prosecution, and enforcement of Patent Rights as permitted contemplated by this AgreementAgreement in Article 6; (ii) enforcing such party’s in connection with regulatory filings for a Product; or (iii) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, in each case on a need-to-know basis in connection with the exercise of its rights under this Agreement and in performing or the performance of its obligations under this Agreement; (iii) prosecuting , including the Development, manufacture, or defending litigation as permitted by Commercialization of any Product in accordance with the terms of this Agreement; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants, or financial advisors for the purpose of enabling such directors, attorneys, independent accountants, or financial advisors to provide advice to such Party; and or (ivii) in the case of Arsanis as the Receiving Partyto actual or potential investors, (A) disclosure in submissions to or filings with any Regulatory Authority (includingacquirors, without limitation, in INDs and NDAs) with respect to any Productsublicensees, and other financial or business partners for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration, or other business relationship; provided that in correspondence each such case on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with any Regulatory Authority regarding any Product those contained in this Agreement prior to such disclosure; (c) such disclosure is required by applicable Laws or any judicial or administrative process (including regulations promulgated by securities exchanges), provided that in such event such Party shall promptly inform the other Party of such required disclosure and provide the foregoing submissions other Party an opportunity to challenge or filingslimit the disclosure obligations. Confidential Information that is disclosed pursuant to this Section 7.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7, and (B) disclosures the Party disclosing Confidential Information pursuant to Law or court order shall take steps reasonably necessary, including seeking to obtain confidential treatment or a protective order, to ensure the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent continued confidential treatment of Adimab, which consent may be withheld in Adimab’s sole discretionsuch Confidential Information.

Authorized Disclosures. If either Party is requiredNotwithstanding the obligations described in Section 11.2 above, pursuant neither party shall have any obligation to a governmental law, regulation or order, to disclose maintain the confidentiality of any Confidential Information of the which: (i) is or becomes publicly available by other Party, than I3S Agreement - PVR New Draft unauthorized disclosure by the receiving Party party; (aii) shall give advance written notice to is independently developed by the disclosing Party, receiving party; or (biii) shall make is received from a reasonable effort to assist the other Party to obtain a protective order requiring that the third party who has lawfully obtained such Confidential Information so disclosed be used only for without a confidentiality restriction and except that each party shall have the purposes for which the law, regulation or order required and (c) shall right to disclose the Confidential Information solely (a) to the extent required by Applicable Laws (including, without limitation, securities laws or the law, regulation rules of the exchange where AVALONBAY's securities are listed or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligationstraded), (b) to the Receiving Party may disclose extent required in connection with the performance by any party of its obligations under this Agreement or to pursue its rights and remedies under this Agreement, (c) to any party's lenders, investors, principals, officers, directors, underwriters, placement agents or third party consultants(and any person who is being furnished Confidential Information because he or she may prospectively secure a transaction), including, without limitation, attorneys and accountants; or (d) by AVALONBAY, to any prospective purchaser of the Disclosing Party Toscana Apartments. Except as expressly otherwise permitted by this AgreementSection 11.3, or if and to each party shall use the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) enforcing such party’s rights under this Agreement and in Confidential Information solely for purpose of performing its obligations under this Agreement; (iii) prosecuting . If required by any court of competent jurisdiction or defending litigation as permitted by this Agreement; and (iv) in other governmental authority, the case of Arsanis as the Receiving Partyreceiving party may disclose to such authority, (A) disclosure in submissions data, information or material involving or pertaining to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures Confidential Information to the Foundation extent required by such order, provided that the Grant Documents; providedreceiving party shall first have used all commercially reasonable efforts to obtain a protective order reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretioninformation or materials.