Common use of Disclosure to Third Parties Clause in Contracts

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product and in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (vA) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof7.2.2(a)(i)(C), the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product and in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen CytomX shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomXImmunoGen; (vi) subject to Section 6.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX ImmunoGen using Licensed Products shall not be considered Confidential Information of ImmunoGenCytomX, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties each Party may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (i) to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Agreement T-DART or Agreement Product within the Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Developdevelop, Manufacture, use register or Commercialize market any Licensed Product under reasonable Agreement T-DART or Agreement Product; provided that the Receiving Party shall obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, necessary in connection with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, necessary in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Agreement T-DARTs or Agreement Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (viivi) to the extent necessary or desirable in order to enforce its rights under this Agreement. (b) Notwithstanding anything to the contrary in this Section 7, MacroGenics may disclose Pfizer’s Confidential Information to: (i) Governmental Authorities in order to respond to inquiries, requests or investigations relating to this Agreement and (ii) to the extent necessary or desirable in order to enforce its rights under this Agreement. In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 6.2.2(a)(i) hereof7.2, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof8.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (ia) to Governmental Authorities (i), to the extent reasonably necessary useful, to obtain or maintain INDs or Regulatory Approvals, in the case of Pfizer or its Affiliates, or any Regulatory Approvals related to the FIH Study, in the case of BioNTech or its Affiliates, for any Licensed Candidate or Product within the Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Candidates or Products or this Agreement; (iib) to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture, use register or Commercialize market any Licensed Product under reasonable Candidate or Product; provided that the Receiving Party will obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iiic) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Research Program Patent Rights or Trademark rights as permitted by this Agreement; (ivd) to the extent reasonably necessary, in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 7 or any other litigation directly related to a Candidate or Product in the Field; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vie) subject to the provisions of Section 6.3.2 hereof8.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; (f) subject to the obligations in Section 2. 10. 3, by Pfizer in respect of Confidential Information belonging to BioNTech (including the terms of the Agreement) to any bona fide or potential sublicensee or manufacturer in respect of any Candidate or Product, or any co-development or co-promotion partner in the Field , in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 7.1; and (viig) to the extent necessary or useful in order to enforce its rights under this Agreement. (b) In the event . If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 6.2.2(a)(i) hereof8.2.2, then the Disclosing disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Allogene Licensed Product Targeting Confidential such Allogene Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product for the performance of this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Allogene Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Pfizer Licensed Product Targeting such Pfizer Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product for the performance of this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Pfizer Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof11.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (i) 11.2.2.1. to Governmental Authorities to the extent reasonably necessary useful, to (a) obtain or maintain INDs or Regulatory Approvals for any Licensed Candidate or Product within the Territory; or (b) obtain or maintain Regulatory Approvals for a product comprising a Candidate in the Field outside of the Territory; and (c) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations (i) relating to Candidates or Products or this Agreement; Agreement within the Territory; or (ii) relating to any product comprising a Candidate in the Field outside of the Territory; provided, however, that BioNTech may not disclose any Pfizer Confidential Information to Fosun or its Affiliates without the prior written consent of Pfizer, other than to the extent necessary for Fosun or its Affiliates (or such other collaboration partner in or for China) to undertake fill/finish of a product identical to any Product in China or to comply with information requirements of the China National Medical Products Administration relating to such product required under applicable Law, in each case so far as such use is licensed under Sections 3.4.2(b) or 3.4.4(b); 11.2.2.2. to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture, use register or Commercialize market any Licensed Candidate or Product under reasonable within the Territory; provided that the Receiving Party will obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, 11.2.2.3. in connection with filing or prosecuting Research and Development Program Patent Rights, Product Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, 11.2.2.4. in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 10 or any other litigation directly related to a Candidate or Product in the Field in the Territory; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) 11.2.2.5. subject to the provisions of Section 6.3.2 hereof11.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; 11.2.2.6. by either Party in respect of Confidential Information belonging to the other Party (including the terms of the Agreement) to any bona fide or potential subcontractor under this Agreement in connection with the Development of the Candidate or Product in the Territory, in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 10.1; and (vii) 11.2.2.7. to the extent necessary or useful in order to enforce its rights under this Agreement. (b) In . Notwithstanding anything herein to the event contrary, each Party acknowledges and agrees that the use by a Party of the other Party’s Confidential Information disclosed under the Flu Collaboration License in the performance of this Agreement is not a breach of the confidentiality obligations under this Agreement or the Flu Collaboration License, and vice versa. If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 6.2.2(a)(i) hereof11.2.2, then the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof6.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (a) to Governmental Authorities (i) to Governmental Authorities to the extent reasonably necessary [*****] to obtain or maintain INDs or Regulatory Approvals for any Licensed Compound or Product within the Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Compounds, Products or this Agreement; (iib) to outside consultantsconsultants (including any professional advisor), contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary desirable to Developdevelop, Manufacture, use register or Commercialize market any Licensed Product under reasonable Compound or Product; provided that the Receiving Party will obtain the same confidentiality obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection from such Third Parties as it obtains with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) respect to its accountants, lawyersown similar types of confidential information, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations any event no less restrictive than those set forth in this AgreementArticle 6; (c) to actual or potential acquisition partners (including any potential successors in interest), private investors or financing sources, provided that ImmunoGen shall not disclose the identity Receiving Party will obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of the Licensed Target under clause (B) without the prior written consent of CytomXconfidential information, and in any event no less restrictive than those set forth in this Article 6; (vid) in connection with filing or prosecuting or Trademark rights as permitted by this Agreement; [*****] Certain identified information denoted with an asterisk have been omitted from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed. (e) in connection with prosecuting or defending litigation pursuant to Section 5.2 or any other litigation directly related to a Compound or Product; (f) subject to the provisions of Section 6.3.2 hereof6.4.2, in connection with or included in scientific presentations and publications relating to Licensed Compounds or Products, including abstracts, posters, journal articles articles, and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; (g) Pfizer may disclose Confidential Information belonging to Theravance (including the terms of the Agreement) to any bona fide or potential sublicensee or co-development or co-promotion partner who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Article 6; and (viih) to the extent necessary or desirable in order to enforce its rights under this Agreement. (b) In the event . If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (d) through (e) of this Section 6.2.2(a)(i) hereof6.2.2, then the Disclosing disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party[*****]. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof8.1, the Parties each Party may disclose Confidential Information belonging to the other Party: Party to the extent such disclosure is reasonably necessary: (i) to Governmental Authorities (A) to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Licensed Product within the Territory and (B) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Licensed Products or this Agreement; ; (ii) to existing or prospective outside consultants, contractors, advisory boards, managed care organizationscollaboration partners, and CMOs, professional advisors, non-clinical and clinical investigators, in each case to the extent desirable to develop, register or market any Licensed Product or otherwise as reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product perform such Party’s obligations under reasonable this Agreement; provided that the Receiving Party must obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentiality; confidential information; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights as permitted by this Agreement; or other intellectual property rights; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; or other legal proceedings; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to the provisions of Section 6.3.2 hereof8.5, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA EudraCT websites; and (viivi) to a court, arbitrator or mediator, to the extent reasonably necessary in order to enforce its rights under this Agreement. ; (bvii) In the event in communication with existing or prospective investors, lenders, professional advisors, acquirers, merger partners, collaboration partners, subcontractors, Sublicensees, or licensees on a Party deems it reasonably necessary need to disclose Confidential Information belonging know basis, in each case under appropriate confidentiality obligations substantially equivalent to the other Party pursuant to Section 6.2.2(a)(ithose of this Agreement; or (viii) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure mutually agreed to in writing by the other Party and take all reasonable measures to ensure confidential treatment of such informationParties. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. The obligations of Section 5.1 notwithstanding, (a) Notwithstanding the foregoing provisions of Section 6.1 hereof, the Parties CELGENE may disclose Confidential Information belonging CONFIDENTIAL INFORMATION disclosed to the other Party: it hereunder to THIRD PARTIES: (i) who need to Governmental Authorities know the same in order to obtain regulatory approval for a PRODUCT under this Agreement, (ii) who need to know the same in order to work towards the commercial development of PRODUCT(s) on behalf of CELGENE, provided that, with respect to (i) and (ii) above, such THIRD PARTIES are bound by obligations of confidentiality and non-use at least as stringent as those set forth herein; and (b) each party hereto may disclose CONFIDENTIAL INFORMATION disclosed to it hereunder to a THIRD PARTY to the extent reasonably necessary such disclosure is required by any applicable laws or the rules or regulations of any applicable securities exchange or quotation system or market. -31- <PAGE> 5.4 Disclosure To Sublicensees and CMCC ROYALTY PURCHASER(S). CELGENE may disclose CMCC's CONFIDENTIAL INFORMATION to obtain an actual or maintain INDs potential SUBLICENSEE without CMCC's consent, provided that such actual or Regulatory Approvals for any Licensed Product and in order to respond to inquiries, requests, investigations, orders or subpoenas potential SUBLICENSEES are bound by obligations of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, confidentiality and non-clinical use at least as stringent as those set forth herein. CMCC may disclose to actual and clinical investigatorspotential CMCC ROYALTY PURCHASERS the following information without CELGENE's, ENTREMED's or BIOVENTURE's consent, provided that such CMCC ROYALTY PURCHASERS first agree in each case writing to be bound by obligations of confidentiality and non-use at least as stringent as those set forth herein: (a) this Agreement, including any amendments thereto, and the Consents (as defined in Section 5.5); (b) information disclosed to CMCC pursuant to Section 4 hereof; (c) information disclosed to CMCC pursuant to Sections 2.3 and 2.4(b) hereof; and (d) any notices provided to CMCC pursuant to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence requirements of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results disclosures of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (viia) to the extent necessary in order to enforce its rights under this Agreementthrough (d) above may include without limitation any CONFIDENTIAL INFORMATION contained therein. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Allogene Licensed Product Targeting such Allogene Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product for the performance of this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Allogene Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof12.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (i) 12.2.2.1 in conducting the activities contemplated, or exercising rights under this Agreement; 12.2.2.2 to Governmental Authorities to the extent reasonably necessary useful, to (a) obtain or maintain INDs Regulatory Approvals (including fulfilling post-approval regulatory obligations) for any Product within the Territory; or (b) obtain or maintain any Regulatory Approvals for any Licensed Product and a product comprising a Candidate in the Field outside of the Territory; (c) to ministries of health, Vaccine Technical Committees or similar public health or scientific bodies for purposes of securing vaccine recommendations, tenders, direct procurement contracts or responding to relevant requests for information; (d) complying with applicable governmental regulations with respect to performance under this Agreement or (e) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations (i) relating to Candidates or Products or this Agreement; Agreement within the Territory; or (ii) relating to any product comprising a Candidate in the Field outside of the Territory; provided, however, that BioNTech may not disclose any Pfizer Confidential Information to Fosun or its Affiliates without the prior written consent of Pfizer, other than to the extent necessary for Fosun or its Affiliates (or such other collaboration partner in or for the Fosun Territory) to undertake fill/finish of a product identical to any Product in the Fosun Territory or to comply with information requirements of the China National Medical Products Administration (or equivalent), relating to such product required under applicable Law, in each case so far as such use is licensed under Sections 3.4.2(b) or 3.4.4(b); 12.2.2.3 to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture, use register or Commercialize market any Licensed Candidate or Product under reasonable within the Territory; provided that the Receiving Party will obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, 12.2.2.4 in connection with filing or prosecuting Research and Development Program Patent Rights, Product Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, 12.2.2.5 in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 11 or any other litigation directly related to a Candidate or Product in the Field in the Territory; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) 12.2.2.6 subject to the provisions of Section 6.3.2 hereof12.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; 12.2.2.7 by either Party in respect of Confidential Information belonging to the other Party (including the terms of the Agreement) to any bona fide or potential subcontractor under this Agreement in connection with the Development, Manufacture or Commercialization of the Candidate or Product in the Territory, in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 11.1; and (vii) 12.2.2.8 to the extent necessary or useful in order to enforce its rights under this Agreement. 12.2.2.9 to the extent otherwise required by applicable Law or agreements with Governmental Authorities; provided that if a Party is so required by applicable Law to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (b) In for example, in the event a Party deems it reasonably necessary to disclose Confidential Information belonging of medical emergency), give reasonable advance notice to the other Party pursuant to Section 6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure requirement and will use its reasonable efforts to the other Party and take all reasonable measures to ensure secure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information required to be disclosed; or 12.2.2.10 to the extent mutually agreed to by the Parties. Notwithstanding anything herein to the contrary, each Party acknowledges and agrees that the use by a Party of ImmunoGenthe other Party’s Confidential Information disclosed under the Related Agreements or the Flu Collaboration License in the performance of this Agreement is not a breach of the confidentiality obligations under this Agreement, andthe Related Agreements or the Flu Collaboration License, therefore, not subject to this Article 6and vice versa.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions prov1s1ons of Section 6.1 hereof7.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (a) to Governmental Authorities (i) to Governmental Authorities to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Licensed Vaccine or Product within the Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Vaccines, Products or this Agreement; (iib) to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary desirable to Developdevelop, Manufacture, use register or Commercialize market any Licensed Product under reasonable Vaccine or Product; provided that the Receiving Party will obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iiic) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Development Program Patent Rights or Joint Patent Rights or Trademark rights as permitted by this Agreement; (ivd) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreementpursuant to Sections 6.2 or 6.3 or any other litigation directly related to a Vaccine or Product in the Field; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vie) subject to the provisions of Section 6.3.2 hereof7.4.2, in connection with or included in scientific presentations and publications relating to Licensed Vaccines or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; (f) Pfizer may disclose Confidential Information belonging to Valneva (including the terms of the Agreement) to any bona fide or potential sublicensee or co-development or co-promotion partner who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Article 7; and (viig) to the extent necessary or desirable in order to enforce its rights under this Agreement. (b) In the event . If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 6.2.2(a)(i) hereof7.2.2, then the Disclosing disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof13.1, the Parties each Party may disclose Confidential Information belonging of the Disclosing Party to the other Partyextent such disclosure is reasonably necessary: 13.3.1 to Competent Authorities (i) to Governmental Authorities to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Licensed Product within its Respective Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Licensed Products or this Agreement; 13.3.2 to a potential investor in the Receiving Party or to a potential acquirer of all or substantially all of the assets of the business of the Receiving Party to which this Agreement pertains; provided that (i) the Receiving Party has previously informed the Disclosing Party of its intent to communicate Confidential Information to a potential investor or potential acquirer and the Receiving Party retains, upon the Disclosing Party’s written request, a record of the content of such communication, (ii) the Receiving Party considers in good faith the Disclosing Party’s request to outside consultants, contractors, advisory boards, managed care organizationsbe communicated the name of the potential investor or potential acquirer, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product under reasonable obligations of confidentiality; (iii) subject such potential investor or potential acquirer is bound by confidentiality and restricted use obligations or professional standards of confidentiality with respect to Section 5.2 hereof, to the extent reasonably necessary, such Confidential Information that are at least as stringent than those set forth in this Agreement; 13.3.3 in connection with filing or prosecuting Patent Rights or trademark rights, in each case relating to Licensed Products, as permitted by this Agreement; (iv) to the extent reasonably necessary, 13.3.4 in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) 13.3.5 subject to the provisions of Section 6.3.2 hereof13.7, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA similar websites; and (vii) 13.3.6 to the extent necessary in order to enforce its rights under this Agreement. (b) In the event . If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 6.2.2(a)(i) hereof13.3, then the Disclosing disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof, the Parties may disclose Confidential Information belonging to the other Party:. (i) to Governmental Authorities to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product and in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement;; [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use or Commercialize any Licensed Product under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6. [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof6.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (a) to Governmental Authorities (i) to Governmental Authorities to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Compound or Licensed Product within the Territory, and (ii) in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Compounds, Licensed Products or this Agreement;; 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (iib) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary desirable to Developdevelop, Manufacture, use register or Commercialize market any Compound or Licensed Product under reasonable Product; provided that the Receiving Party shall obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidentialityconfidential information; (iiic) subject to Section 5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or trademark rights as permitted by this Agreement; (ivd) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (v) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vie) subject to the provisions of Section 6.3.2 hereof6.5.2, in connection with or included in scientific presentations and publications relating to Compounds or Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials Clinical Trials to xxxxxxxxxxxxxx.xxx or PhRMA websites; and; (viif) to the extent necessary or desirable in order to enforce its rights under this Agreement.; and (bg) In to FSMA to the event extent required to perform its obligations under the FSMA-Company Agreement. If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 6.2.2(a)(i) hereof6.2.2, then the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 6.1 hereof7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture, use Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 5.2 hereof6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (vA) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 6.3.2 hereof7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to xxxxxxxxxxxxxx.xxx cxxxxxxxxxxxxx.xxx or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 6.2.2(a)(i) hereof7.2.2(a)(i)(C), the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.