Common use of Exclusions to Confidentiality Clause in Contracts

Exclusions to Confidentiality. The restrictions contained in Section 13.2 shall not apply to Confidential Information that (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals for a 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; (iii) is contained in any report submitted to ICAgen by BMS pursuant to this Agreement, to the extent that ICAgen is required to disclose such Confidential Information to any licensor(s) of technology or compositions of matter that are employed in the Research Program, provided that all competitively sensitive or enabling Confidential Information of BMS shall be redacted from all such disclosures and ICAgen shall be required to obtain BMS’s written approval, in advance, of the content of all such disclosures; or (iv) is otherwise required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, Nasdaq or stock exchange disclosure requirements) or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will, 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 required to be disclosed.

Exclusions to Confidentiality. The restrictions contained in Section 13.2 12.2 shall not apply to Confidential Information that (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals for a 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; (iii) is contained in any report submitted to ICAgen by BMS pursuant to this Agreement, to the extent that ICAgen is required to disclose such Confidential Information to any licensor(s) of technology or compositions of matter that are employed in the Research Program, provided that all competitively sensitive or enabling Confidential Information of BMS shall be redacted from all such disclosures the licensor is subject to a customary confidentiality obligation as to proprietary information and ICAgen shall be required to obtain BMS’s written approval, in advance, of the content of all such disclosurestrade secrets; or (iv) is otherwise required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, Nasdaq or stock exchange disclosure requirements) or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will, 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 reasonable best efforts to secure confidential treatment of such Confidential Information required to be disclosed.