Common use of Confidentiality of Agreement Terms and Conditions; Disclosure Clause in Contracts

Confidentiality of Agreement Terms and Conditions; Disclosure. Each party agrees to maintain in strict confidence the terms and conditions contained in this Agreement. Such terms and conditions may only be disclosed to those persons within Licensor’s and Licensee’s organizations who “need to know” such information in the performance of their work responsibilities on behalf of their employer. Notwithstanding the foregoing Sections 6.3 or 6.4, Licensee shall not publicly disclose any of the Transaction Documents or information relating thereto except in the circumstances described in this paragraph. In the event that Licensee determines upon the advice of counsel that it is required by law or applicable regulations to disclose (each instance, a “Disclosure”) through filings with the SEC or disclosure to investors of any of the Transaction Documents or any information related thereto, Licensee shall (i) consult with TAI to mutually agree upon the scope and substance of the required Disclosure; provided, however, that if Licensee and TAI are unable to mutually agree on such scope and substance, Licensee’s reasonable determination (based upon the written advice of counsel) shall control, and (ii) deliver to TAI a copy of the applicable Disclosure and notice of the date for making such Disclosure (the “Disclosure Date”) and use reasonable best efforts to deliver such copy of the Disclosure at least ten (10) Business Days prior to the Disclosure Date. Licensee shall modify such Disclosure based upon the commercially reasonable comments of TAI and address any comments provided by XXX to XXX’s reasonable satisfaction (provided such comments are delivered to Licensee no later than two (2) Business Days prior to the Disclosure Date), , including by making any commercially reasonable requests for confidential treatment or redactions to copies of the Transactions Documents required to be included as an exhibit to an SEC filing, provided that, in the reasonable opinion of Licensee (upon the written advice of counsel), any such requests would not violate applicable laws or regulations with respect to the Disclosure. In addition, Licensee shall promptly provide to TAI copies of any correspondence from a governmental authority in respect of a Disclosure and shall cooperate in good faith with XXX in responding to such correspondence and amending the Disclosure, to the extent necessary.