Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 and 6.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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 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 substantially consistent with those contained in this 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, sublicensees or acquirors solely for the purpose of evaluating an actual or potential investment, sublicense or acquisition; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (c) such disclosure is required by judicial or administrative process, provided that in such event 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 7, 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.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 and 6.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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, LLC members, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, LLC members, 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 substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than [***]* years; or (ii) to actual or potential investors, sublicensees or acquirors acquirers, licensees and sublicensees, solely for the purpose of evaluating an actual or potential investment, sublicense acquisition or acquisitionlicense, including a Change of Control; provided that in each such case on the condition that such actual or potential investors, acquirers, licensees and sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]* years; or (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party Party, at its cost and expense, 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 76, 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.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 8.1 and 6.58.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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 the Receiving such Party, provided that in each such case such disclosure is 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; 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, acquirors, licensees, sublicensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case such disclosure is on the condition that such actual or potential investors, sublicensees and acquirers recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers recipients shall be no less than [***]five (5) years; or (cb) such disclosure is required by Law, judicial or administrative process, provided that in such event 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 pursuant to this Section 8.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 78, and the Party disclosing Confidential Information pursuant to law 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.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 12.1 and 6.512.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for Collaboration Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 612 (subject to subsection (b) below with respect to [*]), 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 to [*], does not include the disclosure of Confidential Information relating to [*], and otherwise meets the requirements of subsection (a) above, in which case the Party [*] may agree with such [*] of no less than [*], and in any event no less than [*]. Notwithstanding the foregoing, the [*] Party may request that the other Party grant a waiver to such requirement, which waiver shall not be unreasonably withheld or delayed and may be provided by e-mail. Each Party agrees to use Diligent Efforts to respond to a request for such a waiver within [*] Business Days. (c) 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 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; providedor [ * ] = Certain confidential information contained in this document, howevermarked by brackets, that has been omitted and filed separately with the term Securities and Exchange Commission pursuant to rule 24b-2 of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; orthe Securities Exchange Act of 1934, as amended. (cd) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing 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 712, 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 order, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding Section 6.3 (Confidentiality Obligations), the obligations set forth in Sections 6.2 and 6.5, a Receiving Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely belonging to the extentDisclosing Party in the following instances: (a) to those Representatives of the Receiving Party (including Receiving Party’s confidential advisors such disclosure: (ias insurance brokers, lenders, auditors, attorneys and accountants) is reasonably necessary for the filing or prosecuting Patents who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with non-use and confidentiality obligations at least as contemplated by protective as those set forth in this Agreement; ; (iib) in the case of iRTC, to any actual or potential collaborators, partners, sublicensees or subcontractors who have a bona fide need to know such Confidential Information for iRTC or its Affiliates to exercise its rights or licenses hereunder (provided that, for clarity, the foregoing is reasonably necessary not a license of Intellectual Property Rights does not modify or expand the Intellectual Property Rights that are licensed pursuant to Section 2 (Licenses) or Section 3.2(c) (if any)) and who are bound by written agreements with non-use and confidentiality obligations at least as protective as those set forth in this Agreement; (c) disclosure to potential Third Party investors or acquirers in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actionsdue diligence activities, including litigationprovided, as contemplated by this Agreement; or (iv) is made to in each case, that any such Third Party agrees to be bound by written obligation reasonable obligations of confidentiality and non-use similar to those set forth under this Article 6, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder;use; and (bd) such disclosure is reasonably necessary: (i) pursuant to such Party’s directorsan order of a court or other Governmental Authority of competent jurisdiction, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice subject 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 substantially consistent with those contained in this 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, sublicensees or acquirors solely for the purpose of evaluating an actual or potential investment, sublicense or acquisition; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (c) such disclosure is required by judicial or administrative process, provided that in such event 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 providing to the confidentiality and non-use provisions of this Article 7, and Disclosing Party reasonable advance notice to allow the Disclosing Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or seek a protective order or otherwise contest the disclosure. The Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of legal counsel, such order or law specifically requires the Receiving Party to ensure the continued confidential treatment of such Confidential Informationdisclose.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 7.1 and 6.57.4, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for Productsany FSRA or FSRA Product; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 67 (subject to subsection (b) below with respect to [ * ]), to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder;; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (b) such disclosure is to [ * ], does not include the disclosure of Confidential Information relating to [ * ], and otherwise meets the requirements of subsection (a) above, in which case the Party [ * ] may agree with [ * ] of no less than [ * ]. Notwithstanding the foregoing, the [ * ] Party may request that the other Party grant a waiver to such requirement, which waiver shall not be unreasonably withheld or delayed and may be provided by e-mail. Each Party agrees to use diligent efforts to respond to a request for such a waiver within [ * ] Business Days. (c) 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 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (cd) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing 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 7, 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 order, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 11.1 and 6.511.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for ProductsProduct; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 611 (subject to subsection (b) below with respect to [*]), 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 to [*], does not include the disclosure of Confidential Information relating to [*], and otherwise meets the requirements of subsection (a) above, in which case the Party [*] may agree with [*] of no less than [*], and in any event no less than [*]. Notwithstanding the foregoing, the subcontracting Party may request that the other Party grant a waiver to such requirement, which waiver shall not be unreasonably withheld or delayed and may be provided by e-mail. Each Party agrees to use Diligent Efforts to respond to a request for such a waiver within [*] Business Days. (c) 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 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (cd) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing 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 711, 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 order, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 6.1 and 6.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosuredisclosure is reasonably necessary: (i) is reasonably necessary for the filing or prosecuting Patents filing, prosecution, and enforcement of Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for Productsthe Product; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made disclosure to any Third Party bound by written obligation of confidentiality its and nonits Affiliates’ employees, consultants, contractors, and agents, in each case on a need-use similar to those set forth under this Article 6, to the extent otherwise necessary or appropriate to-know basis in connection with the exercise of its rights or the performance of its obligations hereunderunder this Agreement, including the Development, manufacture, or Commercialization of the Product in accordance with the terms of this Agreement; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants accountants, or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants accountants, or financial advisors to provide advice to such Party; or (ii) to actual or potential investors, acquirors, sublicensees, and other financial or business partners for the Receiving Partypurpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration, or other business relationship; provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for Agreement prior to such directors, attorneys, independent accountants and financial advisors shall be no less than [***]; or (ii) to actual or potential investors, sublicensees or acquirors solely for the purpose of evaluating an actual or potential investment, sublicense or acquisition; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; ordisclosure; (c) such disclosure is required by applicable Laws or judicial or administrative processprocess (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 other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process pursuant to this Section 6.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 76, and the Party disclosing Confidential Information pursuant to law Law or court order shall take all steps reasonably necessary, including seeking of to obtain confidential treatment or a protective order order, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 9.1 and 6.59.4, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for Licensed Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 69, 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 the Receiving 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or; (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing of such required disclosure disclosure, to the extent possible, 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 79, and the Party disclosing Confidential Information pursuant to law Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order order, to ensure the continued confidential treatment of such Confidential Information.. Confidential Execution Version

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 and 6.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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 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 substantially consistent with those contained in this Agreement; providedprovided , howeverhowever , 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, sublicensees or acquirors solely for the purpose of evaluating an actual or potential investment, sublicense or acquisition; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; providedprovided , howeverhowever , that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (c) such disclosure is required by judicial or administrative process, provided that in such event 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 7, 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.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 11.1 and 6.511.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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 or its Affiliates’ directors, attorneys, independent accountants or accountants, financial advisors or other representatives for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors or other representatives to provide advice to the Receiving Partysuch Party or Affiliate, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this 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, sublicensees acquirors, licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisition; collaboration, provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, the Agreement (except that the term of confidentiality for such actual or potential investors and acquirers shall obligations may be no less than shorter, but at least [***]; or] years); (cb) such disclosure is required by Law, or judicial or administrative process, provided that in such event 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 pursuant to this Section 11.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 711, and the Party disclosing Confidential Information pursuant to law Law or court order shall take all steps (i) cooperate with and reasonably necessary, including seeking of confidential treatment or assist the other Party (at the other Party’s expense) if the other Party seeks a protective order to ensure or other remedy in respect of any such disclosure and (ii) furnish only that portion of the continued confidential treatment Confidential Information which, in the opinion of such Confidential InformationParty’s legal counsel, is responsive to such requirement; or (c) [*].

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 10.1 and 6.510.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely of this Agreement to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents of Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; 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 610, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder;; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (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 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 substantially consistent with those contained in this 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, sublicensees or acquirors investors and/or acquirers solely for the purpose of evaluating an actual or potential investment, sublicense investment or acquisition; , provided that in each such case on the condition that such actual or potential investors, sublicensees and investors and/or acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and and/or acquirers shall be no less than [***]; or; (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party of such required disclosure and shall 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 710, and the Party disclosing such Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order order, to ensure the continued confidential treatment of such Confidential Information; and (d) such disclosure is deemed necessary or advisable by a Party to be disclosed to its Affiliates or sublicensees, agent(s), consultant(s) and/or other Third Parties in furtherance of the Development, manufacture and/or commercialization of the Licensed Compound and/or Products and 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. Notwithstanding the obligations set forth in Sections 6.2 10.1 and 6.510.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, as contemplated by this Agreement; 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 6, 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 or its Affiliates’ directors, attorneys, independent accountants or accountants, financial advisors or other representatives for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors or other representatives to provide advice to the Receiving Partysuch Party or Affiliate, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this 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, sublicensees acquirors, licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisition; collaboration, provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or; (cb) such disclosure is required by Law, or judicial or administrative process, provided that in such event 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 pursuant to this Section 10.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 710, and the Party disclosing Confidential Information pursuant to law Law or court order shall take all steps cooperate with and reasonably necessary, including seeking of confidential treatment or assist the other Party (at the other Party’s expense) if the other Party seeks a protective order to ensure or other remedy in respect of any such disclosure and furnish only that portion of the continued confidential treatment Confidential Information which, in the opinion of such Confidential InformationParty’s legal counsel, is responsive to such requirement; or ACTIVEUS 188080012v.21 (c) such disclosure is by Beam and is required pursuant to the terms of any Third Party License, provided that in each such case such Third Parties are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 11.1 and 6.511.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for ProductsProduct; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 611 (subject to subsection (b) below with respect to [*]), to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder;; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) such disclosure is to [*], does not include the disclosure of Confidential Information relating to [*], and otherwise meets the requirements of subsection (a) above, in which case the Party [*] may agree with [*] of no less than [*], and in any event no less than [*]. Notwithstanding the foregoing, the subcontracting Party may request that the other Party grant a waiver to such requirement, which waiver shall not be unreasonably withheld or delayed and may be provided by e-mail. Each Party agrees to use Diligent Efforts to respond to a request for such a waiver within [*] Business Days. (c) 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 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (cd) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing 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 711, 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 order, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 7.1 and 6.57.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosuredisclosure is reasonably necessary: (i) is reasonably necessary for the filing or prosecuting Patents of Patent Rights as contemplated by this AgreementAgreement (but subject to compliance with the penultimate paragraph of this Section 7.3(a)); (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for ProductsProduct; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made for disclosure to any Third Party Parties bound by written obligation of confidentiality and non-use similar to at least as restrictive as those set forth under this Article 6, 7 and to the extent otherwise reasonably 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; or (ii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the Receiving Partypurpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in this 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, sublicensees or acquirors solely for the purpose of evaluating an actual or potential investment, sublicense or acquisition; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or; (c) such disclosure is required by applicable Laws, judicial or administrative process, provided that in such event 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 pursuant to this Section 73(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 7, and the Party disclosing Confidential Information pursuant to law 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. In the case of a permitted disclosure pursuant to Section 7.3(a)(i), the following additional requirements shall apply: a Party seeking to disclose the other Party’s Confidential Information will give the other Party [***] written notice before making any such disclosure, and will cooperate with the other Party to protect the confidentiality of such Confidential Information. The Party filing or prosecuting such patent applications shall consider in good faith comments provided by the other Party. Upon the other Party’s request, the publishing Party shall remove all Confidential Information of the other Party from the proposed patent filing. Each Party agrees to acknowledge the contributions of the other Party and its employees in all in accordance with laws of inventorship in the each jurisdiction where patent applications are filed or pending. Notwithstanding the permitted disclosures in this Section 7.3, in no event will any Party disclose, pursuant to this Section 7.3 or otherwise, any Confidential Information of the other Party that constitutes a trade secret of such other Party under Law if such disclosure would reasonably be likely to adversely affect the trade secret status of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 6.2 13.1 and 6.513.5, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) solely to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patents Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with Regulatory Filings regulatory filings for Collaboration Products; (iii) is reasonably necessary for the prosecuting or defending of legal actions, including litigation, litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar substantially consistent with to those set forth under this Article 613 (subject to subsection (b) below with respect to [*]), 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 to [*], does not include the disclosure of Confidential Information relating to [*], and otherwise meets the requirements of subsection (a) above, in which case the Party [*] may agree with [*] of no less than [*] and in any event no less than [*]. Notwithstanding the foregoing, the subcontracting Party may request that the other Party grant a waiver to such requirement, which waiver shall not be unreasonably withheld or delayed and may be provided by e-mail. Each Party agrees to use Diligent Efforts to respond to a request for such a waiver within [*] Business Days. (c) 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 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; 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, sublicensees acquirors, (sub)licensees and other financial or acquirors commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, sublicense acquisition or acquisitioncollaboration; provided that in each such case on the condition that such actual or potential investors, sublicensees and acquirers Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in this the Agreement; provided, however, that the term of confidentiality for such actual or potential investors and acquirers shall be no less than [***]; or (cd) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform notify the other Party in writing 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 713, 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 order, to ensure the continued confidential treatment of such Confidential Information.