Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information: (a) which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory body.

Exceptions to Confidentiality. The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information: (a) which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory body.

Exceptions to Confidentiality. The restrictions (a) This Agreement imposes no obligation upon Customer with respect to any Confidential Information disclosed under this Agreement that: (i) Customer can demonstrate by prior written documentation that such information was already in Customer’s possession prior to the Effective Date (other than via disclosure from Carrier or its Representatives) and obligations was not known by Customer to be subject to an obligation of secrecy; (ii) is or becomes a matter of public knowledge through no fault or violation of Customer; or (iii) is rightfully received by Customer from a third party who is not under a duty of confidentiality to Carrier. provided that Customer shall have the burden of demonstrating the applicability of the exceptions set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information: clause (a) which is or becomes generally available to the public through no fault on the part of the Receiving Party;iii). (b) which is lawfully in the possession Customer may disclose Confidential Information to agencies of the Receiving Party (other than pursuant federal, state and local governments to the terms of this Agreementextent such disclosure is required by applicable, final, non-appealable order, law, rule (including any stock exchange rule), regulation or legal process; provided however, that, to the extent practicable, Customer shall (i) without restriction as to its disclosure, give prompt written notice (but in no event less than five (5) business days prior to the disclosure date of required disclosure) of any such request for such information by or on behalf of the Disclosing Party or the Companyto Carrier, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) cooperate with Carrier to the extent permissible, to challenge the request or limit the scope there of, as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or Carrier may reasonably deem appropriate, (iii) for take reasonable measures to ensure the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect security and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will of the Confidential Information which must be accorded to such information; disclosed, and (ziv) without limiting in the generality event Carrier is unable to obtain a protective order or other appropriate remedy, disclose only that portion of the foregoingConfidential Information which Customer is advised by counsel that it is legally obligated to disclose. In matters covered by the preceding sentence, Customer shall be entitled to rely on the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list written advice of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory bodyits legal counsel.

Exceptions to Confidentiality. The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information: (a) which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory body.

Exceptions to Confidentiality. The restrictions on use and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will disclosure of Confidential Information shall not apply to information to the extent any Confidential Informationof the following is true: (a) which the information is now, or becomes generally available to the public hereafter becomes, through no fault act or failure to act on the part of the Receiving Partyrecipient, generally known or available to the public; (b) which the information is lawfully known by the recipient or is already in the possession of the Receiving Party (other than pursuant to recipient before it receives the terms of this Agreement) without restriction as to its disclosure, prior to information from the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.disclosing party; (c) which lawfully becomes available the information is furnished to the Receiving Party recipient by a third party who did not acquire the information directly or indirectly from a source other than the Disclosing Party disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the Company without any duty as to confidentiality or non-userecipient the information in question; (d) which the information is independently developed or otherwise created by the Receiving Party recipient without use or knowledge of the Confidential Information; (other than pursuant to e) the terms of this Agreement) without the use information is required by law or by order of any court or governmental authority to be disclosed by the recipient. In the event of such compulsory disclosure, however, the recipient shall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the minimum Confidential Information of required to be disclosed, whether or not a protective order or other remedy is in place; (f) the Disclosing Party, as reasonably evidenced information is made available by appropriate documentationthe disclosing party to a third party without similar restrictions; or (eg) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) the information (i) pursuant does not relate to any Applicable Laws, judgment, decree the business or order; operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in writing or reduced to writing and marked as necessary to make regulatory filings and communications related to HMPL-004 “confidential” or any Products; or with a comparable marking within thirty (iii30) for the purpose days of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory bodydisclosure.

Exceptions to Confidentiality. The restrictions Notwithstanding Section 6.2, a Party may upon the execution of this Agreement and obligations without prior written consent, publicly disclose: (a) that the Parties have settled the Dispute, that the Agreement exists, and that the Agreement includes the license set forth in Sections 5.1.1, 5.1.3 Section 5.1 allowing Alvotech and 5.1.4 will not apply its Commercial Partner(s) and their Distributors to any Confidential Information: sell and offer for sale the Alvotech Biosimilar Product in the Territories on and after the Effective Date (a) which is or becomes generally available such rights subject to the public through no fault on Commercialization Partners meeting the part terms of the Receiving Party; Sections 8.2-8.4); (b) which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted Section 1.32 and filed separately with the Securities and Exchange Commission. 4.2; (c) which lawfully becomes available any information required to the Receiving Party from FOR SETTLEMENT PURPOSES ONLY CONFIDENTIAL Execution Version Without Prejudice be so disclosed by a source Court, governmental agency, or other than the Disclosing Party regulatory authority; and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by any information that is, in the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information opinion of the Disclosing disclosing Party’s counsel, as reasonably evidenced required by appropriate documentation; or (e) law or the rules of a stock exchange on which is required to be disclosed or provided to any court, government or regulatory body the securities of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rightsdisclosing Party are listed; provided, however, that (xin the event that a disclosure under Section 6.3(c) any such information disclosed pursuant or 6.3(d) is made, the disclosing Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable so as to provide reasonable notice, and an opportunity to provide comments that the disclosing Party will consider in good faith. A Party receiving a request, subpoena, or order for the disclosure of the terms or conditions of this Section 5.1.2(e) will be disclosed only Agreement shall notify the other Party as soon as practicable and, if at all possible, in sufficient time to allow the other Party to oppose disclosure or seek an appropriate protective order. Alvotech further agrees that to the extent required this agreement needs to be disclosed to the U.S. Securities and Exchange Commission by Applicable LawsAlvotech, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information Alvotech will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that seek confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of for this Agreement required to be filed with any government or regulatory bodythe extent reasonable under SEC rules and regulations.

Exceptions to Confidentiality. The restrictions on use and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will disclosure of Confidential Information shall not apply to information to the extent any Confidential Informationof the following is true: (a) which the information is now, or becomes generally available to the public hereafter becomes, through no fault act or failure to act on the part of the Receiving Partyrecipient (or any Relevant Person to whom the information is disclosed), generally known or available to the public; (b) which the information is lawfully known by the recipient or is already in the possession of the Receiving Party (other than pursuant to recipient before it receives the terms of this Agreement) without restriction as to its disclosure, prior to information from the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.disclosing party; (c) which lawfully becomes available the information is furnished to the Receiving Party recipient by a third party who did not acquire the information directly or indirectly from a source other than the Disclosing Party disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the Company without any duty as to confidentiality or non-userecipient the information in question; (d) which the information is independently developed or otherwise created by the Receiving Party recipient without use or knowledge of the Confidential Information; (e) the information is required by law or by order of any court or governmental authority to be disclosed by the recipient. In the event of such compulsory disclosure, however, the recipient shall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other than pursuant remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the terms minimum Confidential Information required to be disclosed, whether or not a protective order or other remedy is in place; (f) the information is made available by the disclosing party to a third party (not being a shareholder of this AgreementTAT or any of such shareholder's employees) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentationsimilar restrictions; or (eg) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) the information (i) pursuant does not relate to any Applicable Laws, judgment, decree the business or order; operations of TAT or is scientific know-how or scientific techniques and (ii) is not disclosed in writing or reduced to writing and marked as necessary to make regulatory filings and communications related to HMPL-004 "confidential" or any Products; or with other comparable marking within thirty (iii30) for the purpose days of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory bodydisclosure.

Exceptions to Confidentiality. The restrictions on use and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will disclosure of Confidential Information shall not apply to information to the extent any Confidential Informationof the following is true: (a) which the information is now, or becomes generally available to the public hereafter becomes, through no fault act or failure to act on the part of the Receiving Partyrecipient, generally known or available to the public; (b) which the information is lawfully known by the recipient or is already in the possession of the Receiving Party (other than pursuant to recipient before it receives the terms of this Agreement) without restriction as to its disclosure, prior to information from the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.disclosing party; (c) which lawfully becomes available the information is furnished to the Receiving Party recipient by a third party who did not acquire the information directly or indirectly from a source other than the Disclosing Party disclosing party or under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the Company without any duty as to confidentiality or non-userecipient the information in question; (d) which the information is independently developed or otherwise created by the Receiving Party recipient without use or knowledge of the Confidential Information; (other than pursuant to e) the terms of this Agreement) without the use information is required by law or by order of any court or governmental authority to be disclosed by the recipient. In the event of such compulsory disclosure, however, the recipient shall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the minimum Confidential Information of required to be disclosed, whether or not a protective order or other remedy is in place; (f) the Disclosing Party, as reasonably evidenced information is made available by appropriate documentationthe disclosing party to a third party without similar restrictions; or (eg) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) the information (i) pursuant does not relate to any Applicable Laws, judgment, decree the business or order; operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in writing or reduced to writing and marked as necessary to make regulatory filings and communications related to HMPL-004 “confidential” or any Products; or with other comparable marking within thirty (iii30) for the purpose days of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory bodydisclosure.

Exceptions to Confidentiality. The restrictions on use and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will disclosure of Confidential Information shall not apply to information to the extent any Confidential Informationof the following is true: (a) which the information is now, or becomes generally available to the public hereafter becomes, through no fault act or failure to act on the part of the Receiving Partyrecipient, generally known or available to the public; (b) which the information is lawfully known by the recipient or is already in the possession of the Receiving Party (other than pursuant to recipient before it receives the terms of this Agreement) without restriction as to its disclosure, prior to information from the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.disclosing party; (c) which lawfully becomes available the information is furnished to the Receiving Party recipient by a third party who did not acquire the information directly or indirectly from a source other than the Disclosing Party disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the Company without any duty as to confidentiality or non-userecipient the information in question; (d) which the information is independently developed or otherwise created by the Receiving Party recipient without use or knowledge of the Confidential Information; (other than pursuant to e) the terms of this Agreement) without the use information is required by law or by order of any court or governmental authority to be disclosed by the recipient. In the event of such compulsory disclosure, however, the recipient shall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the minimum Confidential Information of required to be disclosed, whether or not a protective order or other remedy is in place; (f) the Disclosing Party, as reasonably evidenced information is made available by appropriate documentationthe disclosing party to a third party without similar restrictions; or (eg) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) the information (i) pursuant does not relate to any Applicable Laws, judgment, decree the business or order; operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in writing or reduced to writing and marked as necessary to make regulatory filings and communications related to HMPL-004 “confidential” or any Products; or with other comparable marking within thirty (iii30) for the purpose days of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement required to be filed with any government or regulatory bodydisclosure.