Common use of Exclusions to Confidentiality Clause in Contracts

Exclusions to Confidentiality. The restrictions contained in Section 8.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization for Licensed Products in the Territory, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable, or (ii) is otherwise required to be disclosed in compliance with Applicable Laws (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 12.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Receiving Party that (ia) is submitted by the receiving Receiving Party to governmental authorities Regulatory Authorities to facilitate the issuance of Marketing Authorization Regulatory Approvals for any Licensed Products in the TerritoryProduct, provided that reasonable measures shall be taken to assure confidential treatment of such information; (b) is provided by Sanofi to any Third Party under appropriate terms and conditions, if practicableincluding confidentiality provisions equivalent to those in this Agreement, for Research, Development, Commercialization or Manufacturing purposes, and sublicensing or potential sublicensing; or (iic) is otherwise required to be disclosed in compliance with Applicable Laws Law (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body Governmental Authority having competent jurisdiction; provided, however, that if a receiving Receiving Party is required to make any such disclosure of the disclosing Disclosing Party’s Confidential Information & Materials Information, such receiving Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.

Exclusions to Confidentiality. The restrictions contained in the CDA and in this Section 8.1 12 shall not apply to any Confidential Information & Materials in the hands of a receiving Receiving Party that (i) is submitted by the receiving Receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization for Licensed Products the Assays or the New Analyzer that detect Collaboration Markers in the Territoryrelevant agreed markets, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable, or (ii) is otherwise required to be disclosed in compliance with Applicable Laws (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Receiving Party is required to make any such disclosure of the disclosing Disclosing Party’s Confidential Information & Materials such receiving Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 12.4 hereof shall be excluded from the provisions of Section 8.1confidentiality obligations too.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 12.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party to the extent that it (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products a Collaboration Product in accordance with the Territoryterms of this Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by a Party to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing in accordance with the terms hereof; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.

Exclusions to Confidentiality. The restrictions contained in the CDA and in this Section 8.1 7 shall not apply to any Confidential Information & Materials in the hands of a receiving Receiving Party that (i) is submitted by the receiving Receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization for Licensed Products the Assays or the New Analyzer that detect Collaboration Markers in the Territoryrelevant agreed markets, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable, or (ii) is otherwise required to be disclosed in compliance with Applicable Laws (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Receiving Party is required to make any such disclosure of the disclosing Disclosing Party’s 's Confidential Information & Materials such receiving Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 7.4 hereof shall be excluded from the provisions of Section 8.1confidentiality obligations too.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 10.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products in the Territorya Covered Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by VIACELL or GAMETE to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s 's Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 14.8 hereof shall be excluded from the provisions of Section 8.110.2.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 12.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products in the Territorya Covered Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by BMS to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s 's Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 12.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products in the Territorya Covered Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by GPC to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s 's Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 17.7 hereof shall be excluded from the provisions of Section 8.112.1.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 12.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products in the Territorya Covered Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by GPC to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 17.7 hereof shall be excluded from the provisions of Section 8.112.1.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 11.2 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party recipient to governmental authorities to facilitate the issuance of Marketing Authorization marketing approvals for Licensed Products in the Territorya Vaccine Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by the recipient to Third Parties under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing, development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing of Vaccine Product in accordance with this Agreement; or (iiiii) is otherwise required to be disclosed in compliance with Applicable Laws applicable laws or regulations (including, without limitation, to comply with any governmental SEC, Nasdaq or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, provided that if a receiving Party is required to make any such disclosure of the disclosing other Party’s 's Confidential Information & Materials such receiving Party shallit will, except where impracticable for necessary disclosures (disclosures, for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its reasonable best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.

Exclusions to Confidentiality. The restrictions contained in Section 8.1 7.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Receiving Party that (i) is are submitted by the receiving Receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization for Licensed Products in the Sino Territory, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable, or (ii) is are otherwise required to be disclosed in compliance with Applicable Laws (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Receiving Party is required to make any such disclosure of the disclosing Disclosing Party’s Confidential Information & Materials Materials, such receiving Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent Patent Right applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 7.4 hereof shall be excluded from the provisions of Section 8.17.1.