Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.2, Protiva may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in the following instances: (i) filing or prosecuting Patents as permitted by this Agreement; and (ii) in connection with Regulatory Filings for Products. (b) In addition, Protiva may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva (i) informs Marina as soon as reasonably practicable of the proposed disclosure; and (ii) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina Confidential Information. (c) In addition, Protiva and its Affiliates and Sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (d) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall 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 (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s attempt to object to or limit the required disclosure. (e) Notwithstanding anything to the contrary contained in this Article 8 or Article 11, Marina shall be permitted to disclose a copy of this Agreement to: (i) Marina’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.212.1, Protiva each Party may disclose Confidential Information belonging to Marina or its Affiliates the other Party to the extent such disclosure is necessary in the following instances: : (i) filing or prosecuting Patents Patent Rights as permitted by this Agreement; and (ii) in connection with Regulatory Filings regulatory filings for Products. Products such Party has a license or right to develop hereunder; (biii) In addition, Protiva may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva (iiv) informs Marina as soon as reasonably practicable of the proposed disclosurecomplying with applicable court orders or governmental regulations; and (iiv) shall use commercially reasonable efforts disclosure (but in no event less than the efforts used by Protiva with respect to confidential information derived from its other drug development and commercialization effortsA) to limit existing and potential consultants, investors, bankers, lawyers, accountants, agents or other Third Parties in connection with due diligence or similar investigations by such Third Parties, or (B) to existing and potential licensees or sublicensees, or (C) in the case of Infinity, disclosure for of results of the required purpose Research Program and other research results to obtain protections Third Parties as reasonably necessary to develop and commercialize Licensed Compounds and Products; provided, in each case described in clauses (v)(A) or (B), that any such consultant, investor, banker, lawyer, accountant, agent, licensee, sublicensee or Third Party is bound to maintain the confidentiality of such Marina Confidential Information. (c) In addition, Protiva and its Affiliates and Sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (db) In the event Infinity or any of its Affiliates discloses Intellikine Confidential Information to any Regulatory Authority to obtain Marketing Authorization for any Product and/or Licensed Compound, or discloses such information in connection with the filing of a patent application or the prosecution and maintenance of any patent, Infinity shall inform Intellikine as soon as reasonably practicable of the disclosure and use reasonable efforts to obtain confidential treatment for such disclosure to the extent permitted by law or regulation. (c) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law law, including to comply with any order of any court or in connection with bona fide legal processgovernmental or regulatory authority, such disclosure shall not be a breach of this Agreement; provided, provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; , (ii) takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and limits the disclosure to the required purpose; , and (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s an attempt to object to or limit the required disclosure. (ed) Notwithstanding anything In the event of a disclosure of the Original Agreement or this Agreement or the terms hereof as required by law, governmental regulation or the rules of any recognized stock exchange or quotation system, the Parties shall coordinate with each other with respect to the contrary contained in this Article 8 or Article 11timing, Marina form and content of such required disclosure to the extent practicable under the circumstances, and, if so requested by the other Party, the Party subject to such obligation shall be permitted use reasonable commercial efforts to disclose a copy obtain an order protecting to the maximum extent possible the confidentiality of such provisions of this Agreement to: (i) Marina’s current as reasonably requested by the other Party. If the Parties are unable to agree on the form or prospective bankscontent of any required disclosure, financial institutionssuch disclosure shall be limited to the minimum required, investors or other Third Parties for as determined by the purpose of raising capital or borrowing money or maintaining compliance disclosing Party in consultation with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1its legal counsel.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.2, Protiva Each Recipient Party may disclose Confidential Information belonging to Marina of the Disclosing Party as expressly permitted by this License Agreement, or its Affiliates if and to the extent such disclosure is necessary in the following instances: (ia) filing or prosecuting Patents Know-How or Patent Rights as permitted by this License Agreement; and (ii) in connection with Regulatory Filings for Products.; (b) In additioncomplying with applicable court orders or Applicable Laws, Protiva may disclose Confidential Information belonging a bona fide legal process, the listing rules of any exchange on which such Party’s securities are traded; 264813180 v3 (c) in Regulatory Filings or Regulatory Materials that the Recipient Party has the right to Marina file, or its Affiliates holds, as expressly set forth in this License Agreement; (d) disclosure to the extent Recipient Party’s Affiliates, licensees and sublicensees, potential licensees and sublicensees, who, in each case, need to know such disclosure is necessary information in connection with prosecuting order for the Recipient Party to exercise its rights or defending litigation as permitted by fulfill its obligations under this License Agreement; , provided, that Protiva (i) informs Marina as soon as reasonably practicable of the proposed disclosure; and (ii) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections such persons are bound to maintain the confidentiality of such Marina Confidential Information. (c) In addition, Protiva and its Affiliates and Sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this License Agreement.; and (de) In disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoing, in the event the recipient Recipient Party is required to disclose Confidential Information of the disclosing Disclosing Party by law or in connection with bona fide legal processSection 11.3(b), such disclosure the Recipient Party shall not be a breach of this Agreement; provided, that (a) inform the recipient Party (i) informs the disclosing Disclosing Party as soon as reasonably practicable of the required disclosure; (iib) limits limit the disclosure to the required purpose; and (iiic) at the disclosing Disclosing Party’s request and expense, assists assist in the disclosing Party’s an attempt to object to or limit the required disclosure. (e) Notwithstanding anything to the contrary contained in this Article 8 or Article 11, Marina shall be permitted to disclose a copy of this Agreement to: (i) Marina’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1.

Authorized Disclosures. If a Receiving Party is required to disclose specific Confidential Information of the Disclosing Party to comply with Applicable Law, or order of a government authority or court of competent jurisdiction, such Receiving Party may disclose such Confidential Information only to the person(s) or entity(ies) required to receive such disclosure; provided, however, that the Receiving Party required to disclose such Confidential Information shall (a) In addition to disclosures allowed under Section 8.2the extent reasonably practicable and permitted by such Applicable Law or order, Protiva may first have given reasonable advance notice to such Disclosing Party to enable it to seek any available exemptions from or limitations on such disclosure requirement, and shall reasonably cooperate in such efforts by the Disclosing Party as reasonably requested thereby, (b) furnish only the portion of such Confidential Information which is legally required to be disclosed, (c) use reasonable efforts to secure confidential protection of such Confidential Information, and (d) continue to perform its obligations of confidentiality set out herein. Further, Cempra (or its Affiliate or its or its Affiliate’s licensee) shall be entitled to disclose Confidential Information belonging of FFFC to Marina or its Affiliates the extent not containing any information maintained as confidential in the DMF maintained by FFFC (other than such information maintained as confidential in the DMF that is subject to disclosure pursuant to Section 2.2 (if any)) to: (i) Regulatory Authorities to the extent such disclosure is necessary in the following instances: (i) filing or prosecuting Patents as permitted by this Agreement; and (ii) in connection with Regulatory Filings for Products. (b) In addition, Protiva may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva (i) informs Marina as soon as reasonably practicable of the proposed disclosure; and (ii) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina Confidential Information. (c) In addition, Protiva and its Affiliates and Sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with Regulatory Submissions required for the development, manufacture, and/or commercialization of Drug Products; (ii) licensees, contractors, employees, and consultants who need to know such information for the development, manufacture or and/or commercialization of Drug Products, (iii) potential or actual bankers, underwriters, lawyers, accountants, agents or other Third Parties in connection with due diligence or similar investigations, and (iv) potential or actual investors, licensees, acquirers, merger or acquisition targets, or other strategic partners; provided, provided that any such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (d) In the event the recipient Party is required bound by obligations of confidentiality and non-use materially as protective as those set forth herein. Also, FFFC shall be entitled to disclose Confidential Information of Cempra under obligations of confidentiality and non-use materially as protective as those set forth herein to FFFC’s Affiliate or subcontractors set forth in Section 2.7 who have been approved by Cempra in writing and need to know such information for the disclosing performance of supply obligation in this Agreement; provided that any such Affiliate or Third Party is bound by law or in connection with bona fide legal processobligations of confidentiality and non-use materially as protective as those set forth herein. In the case of each foregoing disclosure, the Party making such disclosure shall obtain reasonably appropriate confidential treatment of any such disclosure on its own responsibility, and shall not be a breach of this Agreement; provided, that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable disclose Confidential Information of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s attempt to object to or limit the required disclosure. (e) other Party other than is reasonably necessary. Notwithstanding anything to the contrary contained contrary, FFFC shall not disclose any of Cempra’s Confidential Information concerning any API Manufacturing Procedures to Toyama, any Affiliate thereof, or any other Affiliate of FFFC except to the extent approved in this Article 8 or Article 11, Marina shall be permitted to disclose a copy of this Agreement to: advance and in writing by Cempra (i) Marina’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes such approval not to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1unreasonably withheld).

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.2, Protiva PROTIVA may disclose Confidential Information belonging to Marina MARINA or its Affiliates to the extent such disclosure is necessary in the following instances: (i) filing or prosecuting Patents as permitted by this Agreement; and (ii) in connection with Regulatory Filings for Products. (b) In addition, Protiva PROTIVA may disclose Confidential Information belonging to Marina MARINA or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva PROTIVA (i) informs Marina MARINA as soon as reasonably practicable of the proposed disclosure; and (ii) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva PROTIVA with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina MARINA Confidential Information. (c) In addition, Protiva PROTIVA and its Affiliates and Sublicensees may disclose Confidential Information of Marina MARINA to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (d) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall 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 (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s attempt to object to or limit the required disclosure. (e) Notwithstanding anything to the contrary contained in this Article 8 or Article 11, Marina MARINA shall be permitted to disclose a copy of this Agreement to: (i) MarinaMARINA’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of MarinaMARINA’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.213.1, Protiva each Party may disclose Confidential Information belonging to Marina or its Affiliates the other Party to the extent such disclosure is necessary in the following instances: : (i) filing or prosecuting Patents Patent Rights as permitted by this Agreement; and (ii) in connection with Regulatory Filings regulatory filings for Products. Products such Party has a license or right to develop hereunder; (biii) In addition, Protiva may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva (iiv) informs Marina as soon as reasonably practicable of the proposed disclosurecomplying with applicable court orders or governmental regulations; and (iiv) shall use commercially reasonable efforts (but disclosure to consultants, investors, bankers, lawyers, accountants, agents or other Third Parties in no event less than the efforts used connection with due diligence or similar investigations by Protiva with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections such Third Parties, provided, in each case, that any such consultant, investor, banker, lawyer, accountant, agent or Third Party is bound to maintain the confidentiality of such Marina Confidential Information. (c) In addition, Protiva and its Affiliates and Sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (db) In the event Novartis or any of its Affiliates discloses Confidential Information of SGX to any Regulatory Authority to obtain Marketing Authorization for any Product, or discloses such information in connection with the filing of a patent application or the prosecution and maintenance of any patent, Novartis shall give written notice of such disclosure to SGX, and, if requested, a copy of such disclosure, and shall, at SGX’s expense, attempt to obtain confidential treatment for such disclosure to the extent permitted by law or regulation. (c) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall not be a breach of this Agreement; provided, 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, assists in the disclosing Party’s attempt attempts to object to or limit the required disclosure. (ed) Notwithstanding anything In the event of a disclosure required by law, governmental regulation or the rules of any recognized stock exchange or quotation system, the Parties shall coordinate with each other with respect to the contrary contained in this Article 8 or Article 11timing, Marina form and content of such required disclosure, and, if so requested by the other Party, the Party subject to such obligation shall be permitted use reasonable commercial efforts to disclose a copy obtain an order protecting to the maximum extent possible the confidentiality of such provisions of this Agreement to: (i) Marina’s current as reasonably requested by the other Party. If the Parties are unable to agree on the form or prospective bankscontent of any required disclosure, financial institutionssuch disclosure shall be limited to the minimum required, investors or other Third Parties for as determined by the purpose of raising capital or borrowing money or maintaining compliance disclosing Party in consultation with agreements, arrangements and understandings relating thereto; and (ii) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B) any such assignment, purchase or succession would be permitted under Section 13.1its legal counsel.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.26.2, Protiva Novartis may disclose Confidential Information belonging to Marina MDRNA or its Affiliates to the extent such disclosure is necessary in the following instances: : (i) filing or prosecuting Patents as permitted by this Agreement; and and (ii) in connection with Regulatory Filings for Products. (b) products. In addition, Protiva Novartis may disclose Confidential Information belonging to Marina MDRNA or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva Novartis (iA) informs Marina MDRNA as soon as reasonably practicable of the proposed disclosure; and (iiB) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva Novartis with respect to its own similar confidential information derived from its other drug development and commercialization effortsinformation) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina MDRNA Confidential Information. (cb) In addition, Protiva Novartis and its Affiliates and Sublicensees sublicensees may disclose Confidential Information of Marina MDRNA to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Productsproducts and/or processes; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (dc) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall 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 (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s an attempt to object to or limit the required disclosure. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (ed) Notwithstanding anything to the contrary contained in this Article 8 6 or Article 1111 of this Agreement, Marina MDRNA shall be permitted to disclose a copy of this Agreement to: to (ia) MarinaMDRNA’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and , and (iib) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of MarinaMDRNA’s right, title and interest in, to and under this Agreement, if (A1) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 6 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B2) any such assignment, purchase or succession would be permitted under Section 13.112.1 hereof.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.26.2, Protiva Novartis may disclose Confidential Information belonging to Marina MDRNA or its Affiliates to the extent such disclosure is necessary in the following instances: : (i) filing or prosecuting Patents as permitted by this Agreement; and and (ii) in connection with Regulatory Filings for Products. (b) products. In addition, Protiva Novartis may disclose Confidential Information belonging to Marina MDRNA or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva Novartis (iA) informs Marina MDRNA as soon as reasonably practicable of the proposed disclosure; and (iiB) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva Novartis with respect to its own similar confidential information derived from its other drug development and commercialization effortsinformation) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina MDRNA Confidential Information. (cb) In addition, Protiva Novartis and its Affiliates and Sublicensees sublicensees may disclose Confidential Information of Marina MDRNA to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Productsproducts and/or processes; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (dc) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall 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 (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s an attempt to object to or limit the required disclosure. (ed) Notwithstanding anything to the contrary contained in this Article 8 6 or Article 1111 of this Agreement, Marina MDRNA shall be permitted to disclose a copy of this Agreement to: to (ia) MarinaMDRNA’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and , and (iib) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of MarinaMDRNA’s right, title and interest in, to and under this Agreement, if (A1) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 6 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B2) any such assignment, purchase or succession would be permitted under Section 13.112.1 hereof.

Authorized Disclosures. (a) In addition to disclosures allowed under Section 8.26.2, Protiva Novartis may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in the following instances: : (i) filing or prosecuting Patents as permitted by this Agreement; and and (ii) in connection with Regulatory Filings for Products. (b) . In addition, Protiva Novartis may disclose Confidential Information belonging to Marina or its Affiliates to the extent such disclosure is necessary in connection with prosecuting or defending litigation as permitted by this Agreement; provided, that Protiva Novartis (iA) informs Marina as soon as reasonably practicable of the proposed disclosure; and (iiB) shall use commercially reasonable efforts (but in no event less than the efforts used by Protiva Novartis with respect to confidential information derived from its other drug development and commercialization efforts) to limit the disclosure for the required purpose and to obtain protections to maintain the confidentiality of such Marina Confidential Information. (b) In addition, Novartis may disclose Confidential Information of Marina to Novartis Affiliates and sublicensees permitted under Section 2.2; provided, that such Novartis Affiliates and sublicensees are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (c) In addition, Protiva Novartis and its Affiliates and Sublicensees sublicensees may disclose Confidential Information of Marina to Third Parties (including Sublicensees and their Affiliates) as may be necessary or useful in connection with the development, manufacture or commercialization of Products; provided, that such Third Parties are bound in writing to maintain the confidentiality of such Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (d) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure shall 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 (iii) at the disclosing Party’s request and expense, assists in the disclosing Party’s attempt to object to or limit the required disclosure. (e) Notwithstanding anything to the contrary contained in this Article 8 6 or Article 1111 of this Agreement, Marina shall be permitted to disclose a copy of this Agreement to: to (ia) Marina’s current or prospective banks, financial institutions, investors or other Third Parties for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto; and , and (iib) to any Person who proposes to be an assignee or to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of Marina’s right, title and interest in, to and under this Agreement, if (A1) such Person agrees to maintain the confidentiality of this Agreement pursuant to a written agreement at least as protective as the terms set forth in this Article 8 6 (with the exception of the term of the obligation of confidentiality, which may be for a specified term of years) and (B2) any such assignment, purchase or succession would be permitted under Section 13.112.1 hereof.