Common use of Authorized Disclosures Clause in Contracts

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

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

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

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

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

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

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

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of Notwithstanding the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required obligations set forth in Section 11.1 and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition, and notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations)11.7, the Receiving Party may disclose the Disclosing Party’s Confidential Information (including this Agreement and the terms herein) to the extent: (a) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party; provided, that in each such case (x) such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement and (y) the Disclosing Party term of confidentiality for such recipients may be shorter than the period set forth in this Agreement as expressly permitted long as it is no less than [**] from the date of disclosure; or (ii) to actual or potential investors, acquirors, or, [**], solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided, that in each such case (x) such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement and (y) the term of confidentiality for recipients may be shorter than the period set forth in this Agreement as long as commercially reasonable under the circumstances; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs or Regulatory Approvals for any Licensed Product within the Territory, (ii) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Licensed Products or this Agreement, or if (iii) upon the Disclosing Party’s consent, in connection with the filing, prosecution and to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting maintenance of Patent Rights as permitted by this Agreement; (iic) enforcing such party’s rights under this Agreement and in performing its obligations disclosure is required by Applicable Laws or judicial or administrative process, subject to Section 11.4 with respect to disclosures regarding the terms, existence of, or performance under this Agreement; , and provided, that (i) except for disclosures governed by Section 11.4, 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, (ii) Confidential Information that is disclosed pursuant to Section 11.3(b) or this Section 11.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11 (provided, that such disclosure is not a public disclosure), and (iii) prosecuting the Party disclosing Confidential Information shall cooperate with and reasonably assist the other Party ([**]) if the other Party seeks a protective order or defending litigation as permitted by this Agreement; other remedy in respect of any such disclosure and (iv) in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with any Regulatory Authority (including, without limitation, in INDs and NDAs) with respect to any Product, and in correspondence with any Regulatory Authority regarding any Product or any of the foregoing submissions or filings, and (B) disclosures to the Foundation required by the Grant Documents; provided, however, that in no event may Arsanis disclose Adimab Platform Technology without the prior written consent of Adimab, which consent may be withheld in Adimab’s sole discretion.furnish