Common use of Authorized Use and Disclosure Clause in Contracts

Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (ii) to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution and Maintenance of Patents (including applications therefor) in accordance with this Agreement, (b) complying with the terms of agreements with Third Parties pursuant to which it Controls Licensed Technology, (c) prosecuting or defending litigation, (d) complying with applicable governmental regulations, (e) conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals (including Marketing Approvals), or (f) otherwise required by Applicable Laws or the rules of a recognized stock exchange, provided, however, that if a Party is required by Applicable Laws or stock exchange to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with existing and potential investors, acquirers, lenders, consultants, advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by the Parties.

Authorized Use and Disclosure. Each Except as otherwise expressly provided in this Agreement, a Related Agreement, or a Plan, each Party may use and disclose Confidential Information of the other Party as follows: (i) under appropriate confidentiality provisions restrictions substantially equivalent to those in this Agreement Agreement: (a) reasonably in connection with the performance of its obligations or exercise of its rights granted under this Agreement or a Related Agreement, including the right to grant licenses or sublicenses to the extent permitted hereunder, (b) to the extent such Party disclosure is reasonably necessary or useful in conducting preclinical trials or Clinical Trials under this AgreementAgreement as part of the Collaboration or (c) in complying with the terms of agreements with Third Parties existing as of the Effective Date or entered into thereafter pursuant to Section8.4; (ii) to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution in filing or prosecuting Patent, Copyright and Maintenance of Patents (including Trademark applications therefor) in accordance with this Agreement or the IP Agreement, (b) complying with the terms of agreements with Third Parties pursuant to which it Controls Licensed Technology, (c) ; prosecuting or defending litigationlitigation related to this Agreement, (d) a Related Agreement, or the Collaboration; complying with applicable governmental regulationsregulations with respect to performance under this Agreement, (e) conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals (including Marketing Approvals)a Related Agreement, or (f) any Plan; obtaining regulatory approval or fulfilling post-approval regulatory obligations for Collaboration Products; or otherwise required by Applicable Laws or the rules of a recognized stock exchangelaw, provided, however, that if a Party is required by Applicable Laws or stock exchange law to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and and, in each of the foregoing, (excluding circumstances where not reasonably possible), will use its reasonable efforts to secure seek confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with existing investors and potential investors, acquirers, lenders, consultants, advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers on a need to know basis, in each case under appropriate conditions which reasonably ensure the confidentiality provisions substantially equivalent to those of this Agreement; the information, or (iv) to the extent mutually agreed to by the Parties.

Authorized Use and Disclosure. 8.2.1 Each Party may use and disclose Confidential Information of the other Party solely as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this AgreementAgreement under appropriate confidentiality provisions; (ii) to the extent such disclosure is reasonably necessary for any in filing for, prosecuting or maintenance of the following: (a) the Prosecution Patents, copyrights and Maintenance of Patents trademarks (including applications therefor) by Vertex or by Parion or its licensors in accordance with this Agreement, (b) complying with the terms Prosecution and Maintenance of agreements with Third Parties pursuant to which it Controls Licensed TechnologyPatents, (c) prosecuting or defending litigationLitigation, (d) complying with applicable governmental regulations, (e) conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals (including all Regulatory Filings and Marketing Approvals), or ; (fiii) otherwise to the extent required by Applicable Laws or the rules of a recognized stock exchangeLaw, provided, however, that if a Party is required by Applicable Laws law or stock exchange regulation to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergencyemergency or if prohibited by Applicable Law), give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiiiv) in communication with existing and potential consultants, investors, acquirers, lenders, consultants, other financial institutions and advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers others on a need to know basisbasis in order to comply with such Party’s obligations under this Agreement, in each case under appropriate confidentiality and non-use provisions substantially equivalent to those of this AgreementAgreement with a reasonable duration based on the disclosee; (v) with respect to Parion, as required pursuant to the Parion Agreements, or (ivvi) to the extent mutually agreed to by the Parties, provided that one Party shall not unreasonably withhold, delay or condition its consent to disclosure if requested by the other Party with respect to a potential acquirer, merger partner or commercial partner. For the avoidance of doubt, in no event shall Parion or any Parion Affiliate be entitled to use or disclose the Confidential Information of Vertex and/or its Affiliates, directly or indirectly, in connection with the Development of (x) products, or (y) Licensed Products, other than strictly under the terms of this Agreement. Each of the Parties shall ensure that each of its directors, executive officers, employees and other representatives are bound by confidentiality and non-use obligations sufficient to enable such Party to cause such individuals to comply with the terms of this Article 8 and shall be responsible for any breach by such individuals of the terms of this Agreement. ActiveUS 144208420v.18 8.2.2 If either Party concludes that a copy of this Agreement must be filed with a securities exchange or regulatory or governmental body to which that Party is subject wherever situated, such Party shall provide the other Party with a copy of this Agreement showing any sections as to which the filing Party proposes to request confidential treatment, shall provide the other Party with an opportunity and a reasonable time period to comment on any such proposal and to suggest additional portions of the Agreement for confidential treatment and shall take such Party’s reasonable comments into consideration before filing the Agreement. If the filing Party disagrees with the other Party’s additional confidential treatment request, the Parties shall have an opportunity to discuss the matter in good faith before the Agreement is filed.

Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (ia) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (iib) to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution and Maintenance of Patents (including applications therefor) in accordance with this Agreement, (b) complying with the terms of agreements with Third Parties pursuant subject to which it Controls Licensed Technologyappropriate confidentiality provisions consistent with those in this Agreement, (c) prosecuting or defending litigation, (d) complying with applicable governmental regulations, (e) filing for, conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals Regulatory Approvals (including Marketing Approvals)the NDA Approval) for Licensed Product under this Agreement, or (f) otherwise required by Applicable Laws Law or the any listing agreement with or rules of a recognized stock national securities exchange, provided, however, that if a Party is required by Applicable Laws or stock exchange Law to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts [***] to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with existing and potential contractors, suppliers, CROs, investors, acquirers, lenders, consultants, advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers others on a need to know basis, in each case case, under appropriate confidentiality provisions and a written agreement substantially equivalent to those of this Agreement; or (ivd) to the extent mutually agreed to by the PartiesParties in writing.

Authorized Use and Disclosure. Each Subject to Section 11.3, each Party may use and disclose Confidential Information of the other Party as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (ii) to the extent such disclosure is reasonably necessary for any of in the following: (a) the Prosecution following situations: 11.2.1 Prosecuting and Maintenance of Maintaining Patents (including applications therefor) in accordance with this Agreement, (b) Section 10; 11.2.2 complying with the terms requirement of agreements Regulatory Authorities with Third Parties pursuant respect to which it Controls Licensed Technology, (c) prosecuting or defending litigation, (d) complying with applicable governmental regulations, (e) conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals Marketing Approvals for the Product in accordance with this Agreement (including Marketing Approvalsconducting development of the Product); 11.2.3 prosecuting or defending litigation as contemplated by, or (f) otherwise required by arising out of, this Agreement; 11.2.4 complying with Applicable Laws and regulations promulgated by security exchanges, court order or the rules of a recognized stock exchangeadministrative subpoenas or orders or otherwise submitting information to tax or other governmental authorities; and 11.2.5 disclosure to its or its Affiliates’ employees, provided, however, that if a Party is required by Applicable Laws or stock exchange to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement consultants and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with existing and potential investors, acquirers, lenders, consultants, professional advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers on a need to know basis, for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement, provided that in each case under appropriate the recipient of such Confidential Information is bound by written obligations of confidentiality provisions substantially and non-use at least as equivalent in scope as those set forth in this Article 11 prior to those any such disclosure; and 11.2.6 disclosure to existing and potential merger partners, investors, acquirers or licensees, including their respective consultants and professional advisors (including financial advisors, lawyers and accounts), solely on a need-to-know basis and as necessary in order to evaluate an actual or potential investment, acquisition or business transactions; and provided that in connection with such disclosure, the disclosing Party shall inform each disclosee of this Agreement; or (iv) the confidential nature of such information and cause each disclosee to treat such information as confidential consistent with the extent mutually agreed to by nature of the PartiesConfidential Information so disclosed.

Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as followsto the extent that such use and disclosure is: (i) under appropriate confidentiality provisions substantially equivalent to those *** Certain confidential information contained in this Agreement document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2 10.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Party will first have given notice to such other Party and given such other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order; 10.4.2 otherwise required by applicable laws, regulations or the rules of any nationally recognized security exchange; provided, however, that the Disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable; 10.4.3 made by such Party to the regulatory authorities as required in connection with any filing of INDs, BLAs, marketing approval applications, or similar applications or requests for regulatory approvals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; 10.4.4 made by such Party, in connection with the performance of its obligations this Agreement or exercise a grant to a Third Party of rights granted to such Party in this Agreement; (ii) a license or right hereunder to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution and Maintenance of Patents (including applications therefor) in accordance with expressly permitted by this Agreement, (b) complying with the terms on a need-to-know basis to Affiliates, research parties, employees, consultants, licensees, representatives or agents, each of agreements with Third Parties pursuant whom prior to which it Controls Licensed Technologydisclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section 10; 10.4.5 made by such Party to existing or potential acquirers or merger candidates, (c) prosecuting investment bankers or defending litigation, (d) complying with applicable governmental regulations, (e) conducting preclinical existing or clinical trials, filing for, obtaining and maintaining regulatory approvals (including Marketing Approvals), or (f) otherwise required by Applicable Laws or the rules of a recognized stock exchange, provided, however, that if a Party is required by Applicable Laws or stock exchange to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with existing and potential investors, acquirersincluding venture capital firms or other financial institutions, lenders, consultants, advisors (including financial advisors, lawyers each of whom prior to disclosure must be bound by obligations of confidentiality and accountants) and, non-use at least equivalent in the case of Impax, potential and actual licensees, collaborators or service providers on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent scope to those of set forth in this AgreementSection 10; or (iv) or 10.4.6 made in a patent application expressly permitted to the extent mutually agreed to by the Partiesbe filed under Section 6.

Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows: (ia) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (iib) to the extent such disclosure is reasonably necessary for any of the following: (a) the Prosecution and Maintenance of Patents (including applications therefor) in accordance with this Agreement, (b) complying with the terms of agreements with Third Parties pursuant subject to which it Controls Licensed Technologyappropriate confidentiality provisions consistent with those in this Agreement, (c) prosecuting or defending litigation, (d) complying with applicable governmental regulations, (e) filing for, conducting preclinical or clinical trials, filing for, obtaining and maintaining regulatory approvals (including Marketing Approvals)NDA Approval) for Product under this Agreement, or (f) otherwise required by Applicable Laws or the rules of a recognized stock exchangeLaw, provided, however, that if a Party is required by Applicable Laws or stock exchange Law to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts [ * * *] to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with existing and potential contractors, suppliers, CROs, investors, acquirers, lenders, consultants, advisors (including financial advisors, lawyers and accountants) and, in the case of Impax, potential and actual licensees, collaborators or service providers others on a need to know basis, in each case case, under appropriate confidentiality provisions and a written agreement substantially equivalent to those of this Agreement; or (ivd) to the extent mutually agreed to by the PartiesParties in writing.