Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 8.1 and 8.5, a Party may disclose the other Party’s Confidential Information 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 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 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 disclosure is on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such recipients shall be no less than five (5) years; or (b) 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 pursuant to this Section 8.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, 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 8.1 6.2 and 8.56.5, 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 such the Receiving 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 commercial partners acquirors solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition sublicense or collaborationacquisition; provided that in each such case such disclosure is on the condition that such recipients actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in the this Agreement; provided, however, that the term of confidentiality for such recipients actual or potential investors and acquirers shall be no less than five (5) years[***]; or (bc) 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 pursuant to this Section 8.3(b) by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 87, 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 8.1 10.1 and 8.510.4, a Party may disclose the other 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 Affiliates and its and their respective 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 PartyParty or its Affiliate, as applicable, provided that in each such case such disclosure is 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, and provided further that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors recipients shall be no less than five (5) years[***]; or (ii) to such Party’s or any of its Affiliate’s actual or potential investors, acquirors, licensees, sublicensees licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investmentinvestment or other financing transaction, acquisition or Licensed Product acquisition, license or collaboration; , provided that in each such case such disclosure is on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, and provided further that the term of confidentiality for such recipients shall be no less than five (5) years; or[***]; (b) such disclosure is required to be made by a Party or its Affiliate 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 pursuant to this Section 8.3(b10.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 810, and the Party (or its Affiliate) 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; or (c) such disclosure is required for Dimerix or its Affiliates to comply with its obligations under the Upstream Licenses; provided that the applicable Upstream Licensor(s) are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement. (d) [***]

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 8.1 10.1 and 8.510.5, a Party may disclose the other 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 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 such PartyParty or Affiliate, provided that in each such case such disclosure is 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 five (5) years; or (ii) to actual or potential investors, acquirors, licensees, sublicensees 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 disclosure is on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such recipients shall be no less than five (5) years; or; (b) 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 pursuant to this Section 8.3(b10.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 810, and the Party disclosing Confidential Information pursuant to 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 8.1 9.1 and 8.59.4, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with regulatory filings for Licensed Products; (iii) is reasonably necessary for the prosecuting or defending litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use substantially consistent with to those set forth under this Article 9, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder; (b) such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case 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 (sub)licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that in each such case such disclosure is on the condition that such recipients Persons are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such recipients shall be no less than five (5) years; or; (bc) such disclosure is required by Law, 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 pursuant to this Section 8.3(b) by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 89, 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.. Confidential Execution Version

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 8.1 6.1 and 8.56.5, a Party may disclose the other Party’s Confidential Information to the extent: (a) such disclosure is reasonably necessary: (i) for the filing, prosecution, and enforcement of Patent Rights as contemplated by this Agreement; (ii) in connection with regulatory filings for the Product; (iii) for prosecuting or defending litigation as contemplated by this Agreement; or (iv) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, in each case on a need-to-know basis in connection with the exercise of its rights or the performance of its obligations under 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, 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, licenseessublicensees, sublicensees and other financial or commercial business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition acquisition, collaboration, or collaborationother business relationship; provided that in each such case such disclosure is on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for this Agreement prior to such recipients shall be no less than five (5) years; ordisclosure; (bc) such disclosure is required by Law, 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 pursuant to this Section 8.3(b6.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 86, and the Party disclosing Confidential Information pursuant to 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 8.1 6.2 and 8.56.5, 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 such the Receiving 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; providedprovided , howeverhowever , 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 commercial partners acquirors solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition sublicense or collaborationacquisition; provided that in each such case such disclosure is on the condition that such recipients actual or potential investors, sublicensees and acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in the this Agreement; providedprovided , howeverhowever , that the term of confidentiality for such recipients actual or potential investors and acquirers shall be no less than five (5) years[***]; or (bc) 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 pursuant to this Section 8.3(b) by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 87, 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 8.1 11.1 and 8.511.5, a Party may disclose the other 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 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 such PartyParty or Affiliate, provided that in each such case such disclosure is 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 five (5) years; or (ii) to actual or potential investors, acquirors, licensees, sublicensees 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 disclosure is on the condition that such recipients are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, Agreement (except that the term of confidentiality for such recipients shall obligations may be no less than five (5) shorter, but at least [*] years; or); (b) 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 pursuant to this Section 8.3(b11.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 811, and the Party disclosing Confidential Information pursuant to 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 8.1 and 8.5above, the Company shall be permitted to disclose or distribute confidential information under this Agreement to a Third Party under the following exceptions: i) The Company may disclose the other Party’s Confidential Information confidential information to the extent: (a) such disclosure is reasonably necessary: (i) to such Party’s directorsits or its Affiliates’ employees, attorneysagents, independent accountants consultants, contractors, licensees, sublicensees or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Partyothers on a need-to-know basis, provided that in each case the recipient of such case such disclosure is on the condition that such directors, attorneys, independent accountants and financial advisors confidential information are bound by written obligations of confidentiality and non-use obligations substantially consistent with at least as equivalent in scope as those contained set forth in this Section 7 prior to any such disclosure; ii) The Company may disclose confidential information as reasonably necessary (i) for the filing or prosecuting of Patents as contemplated by 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 comply with the requirement of regulatory authorities with respect to obtaining and maintaining regulatory clearance and/or approval (or any pricing and reimbursement approvals) of any Product; or (iii) for prosecuting or defending litigations as contemplated by this Agreement; iii) The Company may disclose confidential information that is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court of competent jurisdiction, administrative subpoena or order. iv) The Company may disclose confidential information to existing and potential investors, acquirorsconsultants, licenseesadvisors (including financial advisors, sublicensees lawyers and other financial or commercial partners solely for accountants) and others on a need to know basis in order to further the purpose purposes of evaluating or carrying out an actual or potential investment, acquisition or collaborationthis Agreement; provided that in each connection with such case such disclosure is on the condition that such recipients are bound by disclosure, disclosees shall be subject to obligations of confidentiality and non-use obligations with respect to such confidential information substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such recipients shall be no less than five (5) years; or (b) 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 pursuant to this Section 8.3(b) shall remain otherwise subject similar to the obligations of confidentiality and non-use provisions of this Article 8, 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 Informationthis Section 7.

Authorized Disclosures. Notwithstanding the obligations set forth in Sections 8.1 9.1 and 8.59.4, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) to the extentextent such disclosure is reasonably necessary in the following situations: (a) such disclosure is reasonably necessary: (i) to such Party’s directorsregulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), attorneys, independent accountants or financial advisors as reasonably necessary for the sole purpose Development and Commercialization (and, subject to Section 2.2, Manufacturing) of enabling such directors, attorneys, independent accountants the Licensed Compound or financial advisors to provide advice to 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) yearsLicensed Product; or (ii) subject to Section 9.6, complying with Applicable Laws, including regulations promulgated by securities exchanges; (b) disclosure of this Agreement, its terms and the status and results of Development or Commercialization activities to actual or bona fide potential investors, acquirors, licensees(sub)licensees, sublicensees lenders and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition acquisition, (sub)license, debt transaction or collaboration; provided that in each such case such disclosure is on the condition that such recipients Persons are bound by written, binding obligations of confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term this Agreement (but of confidentiality for such recipients shall be no less than five (5) years; orshorter duration if customary); (bc) such disclosure is required by Law, 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 pursuant to this Section 8.3(b) by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 89, and the Party disclosing Confidential Information pursuant to Law Applicable Laws or court order shall (i) 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.Information and (ii) limit disclosure of such Confidential Information only to that which is required to be disclosed by the applicable Governmental Authority; or