Common use of Commercial Considerations Clause in Contracts

Commercial Considerations. Nothing in this Agreement shall prevent GBT or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBT, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBT, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.

Commercial Considerations. Nothing in this Agreement shall prevent GBT or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBT, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBT, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission

Commercial Considerations. Nothing in this Agreement shall prevent GBT CinCor or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBTCinCor, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBTCinCor, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this AgreementAgreement or (vii) Third Parties in connection with any IPO of CinCor, to the extent CinCor, in its sole discretion, deems such disclosure necessary or appropriate. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.

Commercial Considerations. Nothing in this Agreement shall prevent GBT Company or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies Regulatory Authorities to the extent required or desirable to secure government approval Regulatory Approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBTCompany, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBTCompany, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this AgreementAgreement or (vii) Third Parties in connection with any IPO of Company, to the extent Company deems such disclosure necessary. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.

Commercial Considerations. Nothing in this Agreement shall prevent GBT PEGA1 or its Affiliates from disclosing Confidential Information of Roche to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBTPEGA1, to the extent reasonably necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a prospective or actual financing, investment in or Change of Control of GBTPEGA1, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this AgreementAgreement or (vii) Third Parties in connection with any IPO of PEGA1, to the extent PEGA1 deems such disclosure necessary. The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential Information is treated confidentially.