Common use of Limited Disclosure Clause in Contracts

Limited Disclosure. Enanta and Xxxxxx each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta PTI and Xxxxxx King each agrees (a) agree that any disclosure of its the other Party’s Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any officer, employee, consultantConsultant, director agent, or Affiliate of such other Party PTI or King, as the case may be, shall be made only if and to enable such other Party to exercise its rights or the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided that any , shall be limited to the maximum extent possible consistent with such disclosure or transfer rights and responsibilities, and shall only be made to Persons persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as described in Section 7.1.3expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and (b) disclosure except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information may be made disclosed or transferred to it by the other Party (1) on a need-to-know basis pursuant to such other Party’s legal this Agreement, including all copies and financial advisorsextracts of documents and all manifestations in whatever form, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense within 60 days of such other Party’s rights hereunderthe request or, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any caseif earlier, the Person receiving such termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party agrees in writing relating to maintain the confidentiality any license or right to use Technology that survives such termination and one copy of such all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective ordercontents thereof.

Limited Disclosure. Enanta Targacept and Xxxxxx AstraZeneca each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3. In addition, except as otherwise provided in Section 7.5, Targacept and (b) disclosure of AstraZeneca each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control involving such other Party, providedParty and (c) to any Third Party to enable a Party to exercise its rights and perform its obligations under this Agreement; if, in any each case, the Person receiving such Confidential Information or Proprietary Materials of the other Party agrees in writing to maintain the confidentiality of such Confidential Information or Proprietary Materials of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, and the disclosing Party shall take into consideration in good faith any such comments (iior any reasonably requested redactions) in connection with such disclosure and (2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense. Notwithstanding anything to the contrary in this Section 7.1.2, if a Party is required to disclose the terms of this Agreement, it shall provide the other Party with reasonable advance notice and (iii) use good faith efforts to incorporate shall make such redactions from the comments disclosed copy of this Agreement, or any summary thereof, as such other Party reasonably requests in any such disclosure or request for confidential treatment or protective ordera timely manner.

Limited Disclosure. Enanta ARCHEMIX and Xxxxxx TAKEDA each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials belonging to the other Party may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.36.1.3. In addition, ARCHEMIX and (b) disclosure of its TAKEDA each agrees that it may disclose Confidential Information may be made by belonging to the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunderhereunder that are subject to written obligations of confidentiality substantially similar to those required hereunder and provided that any Confidential Information so provided will in no event include information identifying which Program Targets are subject to this Agreement, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control involving Control; (c) if such Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program; and (d) for any other purpose with the other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1’s written consent. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials may be disclosed (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided provided, that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other non-disclosing Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such other the non-disclosing Party, seek, or cooperate in all reasonable respects with such other the non-disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other non-disclosing Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ARCHEMIX and Xxxxxx MERCK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.36.1.3. In addition, ARCHEMIX and (b) disclosure of MERCK each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (Civ) Change of Control involving such other Party, provided(c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program, and (d) for any case, the Person receiving such Confidential Information of other purpose with the other Party agrees in writing Party’s written consent, not to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided provided, that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each Each Party agrees (a) that any disclosure of its the other Party’s Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any officer, employee, consultant, director agent or Affiliate Affiliated Company of such other Party Party, shall be made only if and to enable such other Party to exercise its rights or the extent necessary to carry out its responsibilities obligations and responsibilities, or to exercise its rights, under this Agreement; provided that any , shall be limited to the maximum extent possible consistent with such disclosure or transfer rights and responsibilities, and shall only be made to Persons persons who are bound by written obligations as described in Section 7.1.3, and their employment (bor other) disclosure of its Confidential Information may be made by the other Party contract (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided thator, in the case of counsel or other licensed professionals, by applicable rules of professional conduct) to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Each Party further agrees not to disclose or transfer the other Party’s Confidential Information to any disclosure Third Party under this clause (b), any circumstance without the Disclosing Party shall (i) provide prior written approval from the other Party with written notice (such approval not less than five (5) business days prior to be unreasonably withheld, delayed or conditioned if such disclosure Confidential Information is appropriately protected by the recipient), except as otherwise required by law, and provide except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its officers, employees, consultants, agents, Affiliated Companies and sublicensees to take such action, to preserve the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such confidentiality of the other Party’s efforts Confidential Information as it would customarily take to obtainpreserve the confidentiality of its own Confidential Information, confidential using a level of care that shall not under any circumstances be less than reasonable care. Each of the Receiving Party’s Affiliated Companies shall be bound by the confidentiality obligations set forth in this Section 5.2 for the entire period *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment or a protective order has been requested with respect to the omitted portions. set forth in Section 5.2(a), including any entity that becomes an Affiliated Company after the date of the relevant disclosure by the Disclosing Party, whether or not such Affiliated Company ceases to be an Affiliated Company of the Receiving Party during the term of the confidentiality obligations hereunder; and the Receiving Party shall be responsible for any unauthorized disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in Confidential Information by any of its Affiliated Companies to which such disclosure or request for confidential treatment or protective orderConfidential Information is disclosed, including after such company ceases to be an Affiliated Company.

Limited Disclosure. Enanta PTI and Xxxxxx King each agrees (a) agree that any disclosure of its the other Party’s Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any officer, employee, consultantConsultant, director agent, or Affiliate of such other Party PTI or King, as the case may be, shall be made only if and to enable such other Party to exercise its rights or the extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement; provided that any , shall be limited to the maximum extent possible consistent with such disclosure or transfer rights and responsibilities, and shall only be made to Persons persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as described in Section 7.1.3expressly permitted by this Agreement or the License Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and (b) disclosure except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information may be made disclosed or transferred to it by the other Party (1) on a need-to-know basis pursuant to such other Party’s legal this Agreement, including all copies and financial advisorsextracts of documents and all manifestations in whatever form, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense within 60 days of such other Party’s rights hereunderthe request or, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any caseif earlier, the Person receiving such termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party agrees in writing relating to maintain the confidentiality any license or right to use Technology that survives such termination and one copy of such all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective ordercontents thereof.

Limited Disclosure. Enanta ARCHEMIX and Xxxxxx MERCK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3. In addition, ARCHEMIX and (b) disclosure of MERCK each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (Civ) Change of Control involving such other Party, provided(c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program, and (d) for any case, the Person receiving such Confidential Information of other purpose with the other Party agrees in writing Party’s written consent, not to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1be unreasonably withheld, conditioned or delayed. In addition, each Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided provided, that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ImmunoGen and Xxxxxx Biotest each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3. In addition, ImmunoGen and (b) disclosure of Biotest each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, or (Bii) debt merger or equity financing sale or other transfer to a Third Party of all or substantially all of such other Party Party’s capital stock or (C) Change of Control involving such other Party, provided, in any case, the assets which relate to this Agreement; provided the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each Each Disclosing Party agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Receiving Party to any employee, consultant, director or Affiliate of agent of, or consultant to, such Receiving Party or to other Party Third Parties to enable such other Receiving Party to exercise its rights (including Lilly’s right to Develop, Manufacture, or Commercialize the Licensed Product under the license granted to it under Section 2.1 of this Agreement) or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations of confidentiality and non-use at least as strict as those described in Section 7.1.3Article 9. In addition, and (b) disclosure of its each Disclosing Party agrees that the Receiving Party may disclose Confidential Information may be made by of the other Disclosing Party (1a) on a need-to-know basis to such other Receiving Party’s professional, legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted license or sublicense of such other Receiving Party’s rights hereunder, (Bii) debt or equity financing of such other Receiving Party in a public or private offering, or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such other Receiving Party and any Third Party, (c) to any Third Party that is or may be engaged by a Receiving Party to perform services in connection with the Research Plan (or perform services in connection with carrying out Development or Commercialization activities) as necessary to enable such Third Party to perform such services, and (d) for any other purpose with the Disclosing Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, in that, any case, the Person receiving such Confidential Information disclosure or transfer shall only be made to Persons who are bound by written obligations of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms and non-use at least as restrictive strict those as those contained described in Section 7.1.1Article 9, except for any disclosures to any actual or potential bona fide potential financial investor (which financial investor does not include any pharmaceutical company or any venture fund related thereto or any other company owning or controlling any products for use in the Field), which may be done pursuant to written obligations of confidentiality for durations of no less than [***] years. In addition, each Each Disclosing Party further agrees that the other Receiving Party may disclose such Disclosing Party’s Confidential Information or provide such Disclosing Party’s Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, or to file or maintain a Regulatory Filing, in accordance with this Agreement or (bB) as required by Applicable Laws; provided that, Laws (including securities laws or regulations and the applicable rules of any public stock exchange in the case of any disclosure under this clause (b), initial public offering or subsequent public offering or in response to rules or guidance of the Disclosing Party shall (i) provide the United States Internal Revenue Service or other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seektaxing authority, or cooperate in all reasonable respects with such other Party’s efforts to obtainlegal processes, confidential treatment including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a protective order with respect to country other than the United States or of any such disclosure to the extent available at such stock exchange or other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective ordersecurities trading institution.

Limited Disclosure. Enanta ARIAD and Xxxxxx MERCK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or Third Party subcontractor engaged by a Party under an agreement approved by the JDC pursuant to Section 6.2.1 to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3. In addition, ARIAD and (b) disclosure of MERCK each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) to its licensees as expressly permitted pursuant to Section 3.10.3 hereof, (b) on a need-to-know basis to such other Party’s legal and financial advisors, or (iic) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (d) to any Third Party that is or may be engaged by a Responsible Party to perform services in connection with the Research Program or the Commercialization of Products as necessary to enable such Third Party to perform such services, and (e) for any other purpose with the other Party’s consent, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing not to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1be unreasonably withheld. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or provide Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ILI and Xxxxxx Oral DNA each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.34.1.3. In addition, ILI and (b) disclosure of Oral DNA each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or ; (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change purchase by any Third Party of Control all of the capital stock or all or substantially all of the assets of such other Party or any merger or consolidation involving such other Party, providedif, in any each case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information 4.1.1; (ac) as reasonably necessary to file, prosecute or maintain Patent Rightspatents or patent applications, or to file, prosecute or defend litigation related to Patent Rightspatents or patent applications, in accordance with this Agreement Agreement; or (bd) as required by Applicable Laws; provided provided, that, in the case of any disclosure under this clause (bd), the Disclosing Party shall (i) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, expense and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or a protective order.

Limited Disclosure. Enanta and Xxxxxx each agrees (a) Integral and Context each agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party as reasonably necessary to any (i) Affiliate, employee, consultant, director permitted subcontractor, agents or Affiliate of such other Party Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this AgreementAgreement or that is or may be engaged by a Party to perform services in connection with the Research Program as necessary to enable such Third Party to perform such services; provided (ii) in connection with an actual or potential debt or equity financing of such other Party; (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (iv) equipment lease or real estate lease; and (v) for any other purpose with the other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided, that any such disclosure or transfer under this Section 8.1.2(a) shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and 8.1.2(b). (b) disclosure of its Confidential Information may be made by In addition, Integral and Context each agrees that the other Party may disclose its Confidential Information: (1i) on a need-to-know basis to such other Party’s professional, legal and financial advisors, ; or (ii) to Governmental Authorities as Context reasonably believes necessary in connection with an actual to carry out activities under the Research Plan or potential further Development activities by Context pursuant to Section 3.2.3. (Ac) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Each Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials as required by Applicable Laws; provided, that in the case of any disclosure under this subsection, the Disclosing Party shall (ai) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. (d) Each Party further agrees to consult in good faith should the other Party desire to disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials as it reasonably deems necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in Agreement. Any Party desiring to disclose the case of any disclosure under other Party’s Confidential Information pursuant to this clause (b), the Disclosing Party shall subsection agrees (i) to provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any consider such required disclosure, (ii) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate shall not disclose Confidential Information unless the comments of such other Party in any such disclosure or request for confidential treatment or protective orderconsents (which consent shall not be withheld unreasonably).

Limited Disclosure. Enanta and Xxxxxx each agrees (a) that disclosure of its Each Receiving Party shall have the right to share the other Party’s Confidential Information or (including, for clarity, any transfer Confidential Information that is Confidential Information of its Proprietary Materials may be made by the other Party both Parties), subject to any such sharing with a third party being under a written confidentiality agreement consistent with this Article 6 and customary in the pharmaceutical/biotechnology industry, (i) with any Affiliate, employee, consultant, director contractor, subcontractor, IRB, CRO, study site, vendor, investigator (and employees and contractors engaged by CROs, vendors, study sites and investigators), agent or Affiliate of such other Party third party in order to enable such other Receiving Party to exercise its rights rights, or to carry out its responsibilities responsibilities, under this Agreement including to any third party that is engaged by the Receiving Party to perform services as permitted under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1ii) on a need-to-know basis to such other Receiving Party’s professional, legal and financial advisors, or including its investment bankers; (iiiii) as reasonably necessary (including as part of the conduct of diligence) in connection with the negotiation and/or consummation of an actual or potential (A) permitted license, sublicense of or collaboration agreement by such other Receiving Party’s rights hereunder, (B) debt or equity financing of transaction involving such Receiving Party, (C) merger, acquisition, collaboration, consolidation, share exchange or other similar transaction involving such Receiving Party or (CD) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute equipment lease or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement real estate lease transaction; or (biv) as required by Applicable Lawsapplicable laws, rules and regulations; provided that, in the case of any disclosure under this clause subsection (biv), the Disclosing Receiving Party shall (iA) if practicable, provide the other Disclosing Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure (iiB) if requested by such other the Disclosing Party, seek, or cooperate in all reasonable respects with such other the Disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure disclosure, at the Disclosing Party’s expense. Additionally, without complying with any of the requirements of the foregoing portions of this Section 6(c), each Receiving Party shall have the right to share the other Party’s Confidential Information (including, for clarity, any Confidential Information that is Confidential Information of both Parties) with regulatory authorities to the extent available at that such other disclosure is required to comply with applicable governmental regulations or is in connection with the Receiving Party’s expensefiling, submissions and (iii) use good faith efforts to incorporate the comments of communications with regulatory authorities regarding such other Party in any such disclosure Party’s Compound or request for confidential treatment or protective orderProduct.

Limited Disclosure. Enanta Evotec and Xxxxxx Xxxxx each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other a Receiving Party to any employee, consultant, director employee or Affiliate consultant of such other Party or its Affiliates or any Third Party subcontractor engaged by a Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described of confidentiality consistent with those in Section 7.1.3this Article 7. In addition, Evotec and (b) disclosure of its Xxxxx each agrees that a Receiving Party may disclose a Disclosing Party’s Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other the Receiving Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Receiving Party’s rights hereunder, (Bii) debt or equity financing of such other Receiving Party or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such Receiving Party and any Third Party, (c) to any Third Party that is engaged by the Receiving Party to perform services in connection with the Research or Development of Products or the Commercialization of Products as necessary to enable such Third Party to perform such services, and (d) for any other purpose with the other Party’s consent, providedwhich consent shall not be unreasonably withheld. Furthermore, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, Evotec and Xxxxx each Party agrees that a copy of this agreement is provided to Sanofi within ten (10) days from the other Effective Date. Each Party further agrees that a Receiving Party may disclose such the Disclosing Party’s Confidential Information or provide the Disclosing Party’s Proprietary Materials (aA) as reasonably necessary or useful to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; (B) as reasonably necessary or useful to obtain government regulatory approval to Develop, Manufacture, transport, or Commercialize a Product; or (bC) as required by Applicable Laws; provided that, that in the case of any disclosure under this clause (bC), the Disclosing Receiving Party shall (i1) if practicable, provide the other Disclosing Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such other the Disclosing Party, seek, or cooperate in all reasonable respects with such other the Disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Receiving Party’s expense, and (iii) use good faith efforts . The Receiving Party is liable for any breach of this Article 7 by any Person to incorporate whom it has disclosed the comments of such other Disclosing Party’s Confidential Information to as if that Person were the Receiving Party in any such disclosure or request for confidential treatment or protective orderrelation to the Confidential Information disclosed.

Limited Disclosure. Enanta ImmunoGen and Xxxxxx sanofi-aventis each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.34.1.3. In addition, ImmunoGen and (b) disclosure of sanofi-aventis each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or advisors and (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change purchase by any Third Party of Control all of the capital stock or all or substantially all of the assets of such other Party or any merger or consolidation involving such other Party, provided; if, in any each case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.14.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rightspatents or patent applications, or to file, prosecute or defend litigation related to Patent Rightspatents or patent applications, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; , provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, expense and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or a protective order.

Limited Disclosure. Enanta Intec Pharma and Xxxxxx Biogen each agrees (a) that disclosure or transfer of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or Third Party subcontractor engaged by such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3 (Employees and Consultants). In addition, Intec Pharma and (b) disclosure of Biogen each agrees that the other Party may disclose its Confidential Information may be made by the (a) to such other Party Party’s sublicensees as expressly permitted under this Agreement; (1b) on a need-to-know basis to such other Party’s legal and financial advisors, or ; (iic) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, ; (Bd) debt to any Third Party that is or equity financing may be engaged by a Party to perform services in connection with the Research Plan or the Commercialization or Manufacture of Collaboration Products in accordance with the terms of this Agreement as necessary to enable such Third Party to perform such services under customary obligations of confidentiality; and (e) for any other Party or (C) Change of Control involving such purpose with the other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1’s consent. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (ai) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bii) as required by Applicable Laws; , provided that, in the case of any disclosure under this clause (bii), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of, and provide the other Party with an opportunity to comment on on, any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense. Each Party may disclose to potential acquirers and investors or to underwriters, and (iii) use good faith efforts to incorporate the comments of such other Party placement agents or advisers in any such transaction, in each case, pursuant to obligations of confidentiality no less stringent than those set forth in this Article 5, the financial terms of this Agreement. With respect to any disclosure or request for confidential treatment or protective orderof this Agreement by Intec Pharma under this Section 5.1.2, Intec Pharma shall redact the definitions of the Product and the Field prior to such disclosure, unless required otherwise under Applicable Laws. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Limited Disclosure. Enanta MDACC and Xxxxxx Company each agrees (a) agree that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employeeof its Affiliates, consultantemployees, director consultants, contractors, subcontractors, agents or Affiliate of such other Party Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided provided, that any such disclosure or transfer shall only will be made only to Persons who are bound by written obligations as no less stringent than those described in Section 7.1.3the provisions herein. In addition, MDACC and (b) disclosure of its Confidential Information may be made by Company each agrees that the other Party may disclose its Confidential Information: (1i) on a need-to-know basis to such other Party’s professional, legal and financial advisors, or ; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party Party, or (C) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in any case, the Person receiving such Confidential Information of the other Party agrees in writing (i) - (iv) will only be made to maintain the confidentiality of such Confidential Information of the other Party with terms at least as persons who are bound by written obligations no less restrictive as than those contained described in Section 7.1.113.1 (c). In addition, each Party Each of MDACC and Company further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials: (av) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided thatAgreement, provided, that in the case of any disclosure under this clause (bv), to the Disclosing extent reasonably possible, the disclosing Party shall (i) will provide the other Party with written reasonable advance notice not less than five of and an opportunity to comment on any such required disclosure; or (5vi) business days prior to such as required by Applicable Laws; provided, that in the case of any disclosure and under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (iiB) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each agrees Neither party may use the other party’s Confidential Information (adefined below) that disclosure for any purpose other than performance of its Confidential Information obligations or any transfer receipt of its Proprietary Materials may be made benefits hereunder or as otherwise provided herein, except as authorized by the other Party to any employee, consultant, director or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer disclosing party in writing. Each party shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Partyparty’s Confidential Information (a) in the same manner in which the party maintains the confidentiality of its own similar Confidential Information, but in no event shall either party provide any less protection for the other party’s Confidential Information than a reasonable person would. Accordingly, Confidential Information may only be disclosed to a party’s employees or contractors on a “need to know” basis, and then only after such employees and/or contractors, as reasonably necessary appropriate, have been apprised of the confidential nature of the information and have agreed to filebe bound by the terms of this Section 3; provided, prosecute or maintain Patent Rightshowever, or to file, prosecute or defend litigation related to Patent Rightsthat DMEhub may de-identify and aggregate Customer data, in accordance with this Agreement applicable law, including HIPAA, which it may then use or (b) as required by Applicable Laws; provided thatdisclose to others for its own purposes. Additionally, each party may disclose the other party’s Confidential Information in applicable court and/or arbitration documents and proceedings in the case event of a dispute between the parties, provided that reasonable steps are taken to protect the confidentiality of the disclosures in such court and/or arbitration documents and proceedings. To the extent any disclosure under this clause (b)Confidential Information is required to be disclosed in response to legal process duly issued, the Disclosing Party shall (i) provide party so required will, to the extent permitted under applicable law, notify the other Party party immediately and will reasonably cooperate with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity party to comment on any such required disclosure, (ii) if requested obtain a protective order or similar relief as desired by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective orderparty.

Limited Disclosure. Enanta and Xxxxxx each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 46/136 of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ImmunoGen and Xxxxxx sanofi-aventis each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3. In addition, ImmunoGen and (b) disclosure of sanofi-aventis each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or advisors and (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change purchase by any Third Party of Control all of the capital stock or all or substantially all of the assets of such other Party or any merger or consolidation involving such other Party, provided; if, in any each case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.15.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rightspatents or patent applications, or to file, prosecute or defend litigation related to Patent Rightspatents or patent applications, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, expense and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or a protective order.

Limited Disclosure. Enanta MDACC and Xxxxxx Enumeral each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any Affiliate, employee, consultant, director contractor, subcontractor, agents or Affiliate of such other Party Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided provided, that any such disclosure or transfer shall only will be made only to Persons who are bound by written obligations as no less stringent than those described in Section 7.1.3the provisions herein. In addition, MDACC and (b) disclosure of its Confidential Information may be made by Enumeral each agrees that the other Party may disclose its Confidential Information: (1a) on a need-to-know basis to such other Party’s professional, legal and financial advisors, or ; (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted license or sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party Party, or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (c) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Project or the Development Program or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (d) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in any case, the Person receiving such Confidential Information of the other Party agrees in writing (a) – (d) will only be made to maintain the confidentiality of such Confidential Information of the other Party with terms at least as Persons who are bound by written obligations no less restrictive as than those contained described in Section 7.1.17.1.3. In addition, each Each Party further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials: (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided thatAgreement, provided, that in the case of any disclosure under this clause (bA), to the Disclosing Party shall (i) extent reasonably possible, the disclosing party will provide the other Party with written reasonable advance notice not less than five of and an opportunity to comment on any such required disclosure; or (5B) business days prior to such as required by Applicable Laws; provided, that in the case of any disclosure and under this clause (B), the disclosing party will (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ImmunoGen and Xxxxxx Biotest each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party (and, in the case of Biotest, to any Permitted Third Party Service Provider) to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3. The foregoing sentence shall also apply to person-in-plant visits by employees of a Permitted Third Party Service Provider at ImmunoGen. In addition, ImmunoGen and (b) disclosure of Biotest each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, or (Bii) debt merger or equity financing sale or other transfer to a Third Party of all or substantially all of such other Party Party’s capital stock or (C) Change of Control involving such other Party, provided, in any case, the assets which relate to this Agreement; provided the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta ARIAD and Xxxxxx MERCK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or Third Party subcontractor engaged by ARIAD prior to the Restated Effective Date or engaged by MERCK before or after the Restated Effective Date to enable such other Party ARIAD or MERCK to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3. In addition, ARIAD and (b) disclosure of MERCK each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) to its licensees as expressly permitted pursuant to Section 3.9.3 hereof, (b) on a need-to-know basis to such other Party’s legal and financial advisors, or (iic) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (d) to any Third Party that is or may be engaged by MERCK to perform services in connection with the Development Program or the Commercialization of Products as necessary to enable such Third Party to perform such services, and (e) for any other purpose with the other Party’s consent, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing not to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1be unreasonably withheld. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or provide Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each Each Disclosing Party agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Receiving Party to any employee, consultant, director or Affiliate of agent of, or consultant to, such Receiving Party or to other Party Third Parties to enable such other Party to exercise its rights (including Affini-T’s right to fully exploit any Commercial License granted to it) or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations of confidentiality and non-use at least as strict as those described in Section 7.1.3Article 9. In addition, and (b) disclosure of its each Disclosing Party agrees that the Receiving Party may disclose Confidential Information may be made by of the other Disclosing Party (1a) on a need-to-know basis to such other Receiving Party’s professional, legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted license or sublicense of such other Receiving Party’s rights hereunder, (Bii) debt or equity financing of such other Receiving Party in a public or private offering, or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such other Receiving Party and any Third Party, provided(c) to any Third Party that is or may be engaged by a Receiving Party to perform services in connection with the Research Plan (or perform services in connection with carrying out Development or Commercialization activities) as necessary to enable such Third Party to perform such services, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (ad) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement, (e) as reasonably necessary for Regulatory Filings or interactions with Regulatory Authorities, in each case relating to the Licensed Products, or (bf) as required by Applicable Laws; provided that, Laws (including securities laws or regulations and the applicable rules of any public stock exchange in the case of any disclosure under this clause (b), initial public offering or subsequent public offering or in response to rules or guidance of the Disclosing Party shall (i) provide the United States Internal Revenue Service or other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seektaxing authority, or cooperate in all reasonable respects with such other Party’s efforts to obtainlegal processes, confidential treatment including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a protective order with respect to country other than the United States or of any such disclosure to the extent available at such stock exchange or other Party’s expensesecurities trading institution); provided, and that, in each case of clauses (iiia) use good faith efforts to incorporate the comments of such other Party in – (c) any such disclosure or request for confidential treatment transfer shall only be made to Persons who are bound by written obligations of confidentiality and non-use consistent with those described in Article 9 (or protective orderindustry standards in the case of a disclosure pursuant to clause (b)(ii)).

Limited Disclosure. Enanta WARATAH and Xxxxxx ELAN each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other a Receiving Party to any employee, consultant, director consultant or Affiliate of such other Receiving Party to enable such other Receiving Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3. In addition, WARATAH and (b) disclosure of ELAN each agrees that the Receiving Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other the Receiving Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Receiving Party’s rights hereunder, (Bii) debt or equity financing of such other Receiving Party or (Ciii) Change of Control involving such other Receiving Party, (c) to any Third Party that is or may be engaged by such Receiving Party to perform services in connection with the Development Program, and (d) for any other purpose with the Disclosing Party’s written consent, not to be unreasonably withheld, conditioned or delayed; provided, that, (A) in any casethe case of subsections (b)(i) and (iii) and (c) above, the Person receiving such Confidential Information Receiving Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less stringent than those contained in the Confidentiality Agreement between the Parties, and (B) in the case of subsections (a) and (b)(ii) above, the other Receiving Party agrees in writing uses good faith efforts to maintain enter into a Confidentiality Agreement with the confidentiality of such Confidential Information of the other applicable Third Party with terms at least as restrictive as no less stringent than those contained in Section 7.1.1the Confidentiality Agreement between the Parties. In addition, Further each Party agrees that the other Receiving Party may disclose such the Disclosing Party’s Confidential Information or Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, Rights in accordance with this Agreement or Agreement; (bB) as necessary to Develop and Commercialize the Product under this Agreement; and (C) as required by Applicable Laws; provided provided, that, in the case of any disclosure under this clause (bC), the Disclosing Receiving Party shall (i1) if practicable, provide the other Disclosing Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such other the Disclosing Party, seek, or cooperate in all reasonable respects with such other the Disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Disclosing Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta Galderma and Xxxxxx Clementia each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any Affiliate, licensee, sublicensee, employee, consultant, director contractor, subcontractor, agents or Affiliate of such other Party Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to employees who shall be obligated to abide by obligations of confidentiality substantially similar to those contained herein and to other Persons who are bound by written obligations as described in Section 7.1.3. In addition, Galderma and Clementia each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s professional, legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party, (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party or (iv) equipment lease or real estate lease, (c) to any Third Party that is or may be chosen by a Party to perform services in connection with the Development Plan or Commercialization Plan as necessary to enable such Third Party to perform such services, and (d) for any other purpose with the other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that , that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other . Each Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (bB) as required by Applicable Laws; provided thatprovided, that in the case of any disclosure under this clause (bB), the Disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each agrees (a) Each Disclosing Party agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party Receiving Party: (i) to any employee, consultant, director or Affiliate of agent of, or consultant to, such Receiving Party or to other Party Third Parties to enable such other Receiving Party to exercise its rights (including Lilly’s right to fully exploit the license granted to it under Section 2.1) or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and ; (bii) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Receiving Party’s professional, legal and financial advisors, or ; (iiiii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Receiving Party’s rights hereunder, hereunder or (B) debt merger, acquisition, consolidation, share exchange or equity financing of such other Party or (C) Change of Control similar transaction involving such other Receiving Party and any Third Party; (iv) to any Third Party that is or may be engaged by a Receiving Party to perform services in connection with the Research Plan (or perform services in connection with carrying out Development or Commercialization activities) as necessary to enable such Third Party to perform such services; (v) with respect to Lilly as the Receiving Party, providedto the extent necessary or useful for Lilly to exploit the license granted to it under Section 2.1; and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (vi) for any other purpose with the Disclosing Party’s written consent, in which consent shall not be unreasonably withheld, conditioned or delayed; provided that any case, the Person receiving disclosure made pursuant to this Section 9.1.2 shall only be made to Persons who have a need to know such Confidential Information and who are bound by written obligations of the other confidentiality and non-use at least as strict as those described in this Article 9; provided, further, that each Party agrees in writing shall each remain responsible for any failure by such Persons to maintain the confidentiality of treat such Confidential Information of the other as required under this Section 9.1.2. (b) Each Disclosing Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party also agrees that the other Party may disclose such Party’s disclosure of its Confidential Information may be made by the Receiving Party: (ai) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, or to file or maintain a Regulatory Filing, in accordance with this Agreement or Agreement; (bii) as required by Applicable Laws; court order, provided that, in that the case of any disclosure under this clause (b), the Disclosing Receiving Party shall (i) provide provides the other Party with prior written notice not less than five (5) business days prior to such of the required disclosure and provide the other Party with an opportunity takes reasonable steps to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any limit such disclosure to the extent available at minimum required amount and to obtain, or cooperate with the other Party in obtaining, a protective order or other similar order requiring that such other Party’s expenseConfidential Information be used only for the purposes required by such court order, and law, or regulation; and (iii) use good faith efforts as reasonably necessary to incorporate comply with Applicable Laws, including in response to rules or guidance of the comments United States Internal Revenue Service or other taxing authority, or disclosures required by the U.S. Securities and Exchange Commission or made pursuant to the requirements of the national securities exchange or other stock market on which Receiving Party’s securities are traded; and (iv) as appropriate in connection with the financing of such other Receiving Party in any such disclosure a public or request for confidential treatment or protective orderprivate offering, as advised by Receiving Party’s counsel.

Limited Disclosure. Enanta and Xxxxxx each agrees (a) that disclosure of its Each Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information or any transfer to employees, consultants and Affiliates of its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Receiving Party to enable such other the Receiving Party to exercise its rights or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons persons who are bound by written obligations as described in Section 7.1.36.1(c). In addition, and (b) disclosure of its the Disclosing Party’s Confidential Information may be made disclosed by the other Receiving Party (1i) on a need-to-know basis to such other the Receiving Party’s legal and financial advisors, or advisors and (ii) as reasonably necessary in connection with an any actual or potential (A) permitted sublicense of such other the Receiving Party’s rights hereunder, (B) debt or equity financing of such other the Receiving Party or (C) Change purchase by any Third Party of Control all the outstanding capital stock or all or substantially all of the assets of the Receiving Party or any merger or consolidation involving such other the Receiving Party, provided, ; provided that in any case, each case the Person receiving such the Disclosing Party’s Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive protective as those contained in Section 7.1.16.1(a). In addition, each Party agrees that the other Receiving Party may disclose such the Disclosing Party’s Confidential Information to the extent such disclosure (a1) as is reasonably necessary to file, prosecute or maintain Patent Rightspatents or patent applications, or to file, prosecute or defend litigation related to Patent Rightspatents or patent applications, in accordance with this Agreement Agreement, or (b2) as required by Applicable Laws; , provided that, that in the case of any disclosure under this clause (b2), the Disclosing Receiving Party shall (ix) if practicable, provide the other Disclosing Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (iiy) if requested by such other the Disclosing Party, seek, or cooperate in all reasonable respects with such other the Disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Disclosing Party’s expense, and (iiiz) use good faith efforts to incorporate the comments of such other the Disclosing Party in any such disclosure or request for confidential treatment or a protective order.

Limited Disclosure. Enanta ImmunoGen and Xxxxxx sanofi-aventis each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3. In addition, ImmunoGen and (b) disclosure of sanofi-aventis each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or advisors and (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change purchase by any Third Party of Control all of the capital stock or all or substantially all of the assets of such other Party or any merger or consolidation involving such other Party, provided; if, in any each case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.15.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rightspatents or patent applications, or to file, prosecute or defend litigation related to Patent Rightspatents or patent applications, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; , provided that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, expense and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or a protective order.

Limited Disclosure. Enanta SYNTA and Xxxxxx GSK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or Third Party subcontractor engaged by a Party pursuant to Section 8.2.1 to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that provided, that, any such disclosure or transfer shall only be made to Persons such employees, consultants, Affiliates or Third Party subcontractors who are bound by written obligations of confidentiality as described in Section 7.1.3. In addition, SYNTA and GSK each agrees that the other Party may disclose its Confidential Information, pursuant to written obligations of confidentiality as described in Section 7.1.3, and (a) to its licensees as expressly permitted pursuant to Section 8.2 hereof, (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (iic) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such other Party, provided, Party and any Third Party and (d) to any Third Party that is or may be engaged by a Party to perform services in any caseconnection with the Development Program, the Person receiving SYNTA Co-Commercialization Activities, the GSK Co-Commercialization Activities or the Commercialization of Products as necessary to enable such Confidential Information of the other Third Party agrees in writing to maintain the confidentiality of perform such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1services. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable LawsLaws (which shall be determined by the disclosing Party in its reasonable discretion); provided provided, that, in the case of any disclosure under this clause (bB), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta CARDIOME and Xxxxxx MERCK each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or permitted Third Party subcontractor to the extent appropriate to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.312.4. 12.3.1 In addition, CARDIOME and (b) disclosure of its Confidential Information may be made by MERCK each agrees that the other Party (1) on a need-to-know basis may disclose Confidential Information received by such other Party: .1 to its Representatives as expressly permitted under this Agreement and in furtherance of the exploitation of its rights licensed hereunder; .2 to such other Party’s legal and financial advisors, or (ii) ; and .3 as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party or (Ciii) Change of Control merger, acquisition, consolidation, share exchange or other similar transaction involving such other Party and any Third Party, ; provided, in any each case, the Person receiving such Confidential Information disclosure is made under a confidentiality agreement in favor of the other disclosing Party agrees in writing to maintain that binds the confidentiality recipients of such Confidential Information information to non-use and confidentiality obligations that are no less restrictive than those set forth in this Article 12, except that the term of the other Party with terms at least as restrictive as those contained obligations may be reasonable in Section 7.1.1. the circumstances. 12.3.2 In addition, each Party of MERCK and CARDIOME agrees that the other Party may disclose such Party’s Confidential Information (a) or provide Proprietary Materials provided to such other Party: .1 as reasonably necessary to file, prosecute or maintain Patent RightsPatents, or to file, prosecute or defend litigation related to Patent RightsPatents, in accordance with this Agreement or (b) Agreement; or .2 as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b)Section 12.3.2.2, the Disclosing disclosing Party shall shall: (ia) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, ; and (iib) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta and Xxxxxx each agrees (a) that disclosure of its Each Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information or any transfer of to its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Party Affiliates and their respective Representatives to enable such other the Receiving Party to exercise its rights (including ImmunoGen’s rights under Section 10.4) or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations at least as stringent as those described in Section 7.1.39.1 hereof, and (b) disclosure Receiving Party shall be responsible for the compliance of its Confidential Information may be made by Affiliates and its and their Representatives with the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights obligations hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Receiving Party may disclose such the Disclosing Party’s Confidential Information to the extent such disclosure (ai) as is reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Rights or (bii) as is required by Applicable Laws; Law, provided thatthat the Receiving Party shall (A) if legally permissible, in the case of any disclosure under this clause (b), provide the Disclosing Party shall (i) provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (iiB) if requested by such other the Disclosing Party, seek, or cooperate in all reasonable respects with such other the Disclosing Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Disclosing Party’s expense, and (iiiC) use good faith efforts [***] to incorporate the comments of such other the Disclosing Party in any such disclosure or request for confidential treatment or a protective order. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement to (w) actual or potential lenders or investors of such Party, (x) actual or potential acquirers of such Party, (y) actual or potential strategic partners that are or may be a licensee of intellectual property of the disclosing Party relating to the subject matter of this Agreement, and (z) its legal, accounting, tax and other advisors (collectively, “Investors”), in each case subject to written obligations of confidentiality and non-use customary for such type of Investor; provided, however, that the disclosing Party shall be responsible for the compliance of its Investors with the confidentiality obligations imposed hereunder.

Limited Disclosure. Enanta ROSETTA and Xxxxxx AMBION each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be maybe made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by the written obligations as described in Section 7.1.34.13. In addition, ROSETTA and (b) disclosure of AMBION each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted sublicense of such other ether Party’s rights hereunder, (Bii) debt or equity financing of such other Party Xxxxx or (Ciii) Change permitted assignment of Control this Agreement pursuant to Section 12.9 involving such other Party, provided, in any case, Party and (c) if the Person receiving such Confidential Information or Proprietary Materials of the other Party agrees in writing to maintain the confidentiality of such Confidential Information or Proprietary Materials of the other Party with terms at least as restrictive as those contained in Section 7.1.14.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bB) as required by Applicable Laws; provided that, ; in the case of any disclosure under this clause (b), B) the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosure, (ii2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Limited Disclosure. Enanta Intec Pharma and Xxxxxx “[***]” each agrees (a) that disclosure or transfer of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director consultant or Affiliate of such other Party or Third Party subcontractor engaged by such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; , provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.35.1.3 (Employees and Consultants). In addition, Intec Pharma and (b) disclosure of “[***]” each agrees that the other Party may disclose its Confidential Information may be made by the (a) to such other Party Party’s sublicensees as expressly permitted under this Agreement; (1b) on a need-to-know basis to such other Party’s legal and financial advisors, or ; (iic) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, ; (Bd) debt to any Third Party that is or equity financing may be engaged by a Party to perform services in connection with the Research Plan or the Commercialization or Manufacture of Collaboration Products in accordance with the terms of this Agreement as necessary to enable such Third Party to perform such services under customary obligations of confidentiality; and (e) for any other Party or (C) Change of Control involving such purpose with the other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1’s consent. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (ai) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement Agreement; or (bii) as required by Applicable Laws; , provided that, in the case of any disclosure under this clause (bii), the Disclosing disclosing Party shall (i1) if practicable, provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of, and provide the other Party with an opportunity to comment on on, any such required disclosure, disclosure and (ii2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense. Each Party may disclose to potential acquirers and investors or to underwriters, and (iii) use good faith efforts to incorporate the comments of such other Party placement agents or advisers in any such transaction, in each case, pursuant to obligations of confidentiality no less stringent than those set forth in this Article 5, the financial terms of this Agreement. With respect to any disclosure or request for confidential treatment or protective orderof this Agreement by Intec Pharma under this Section 5.1.2, Intec Pharma shall redact the definitions of the Product and the Field prior to such disclosure, unless required otherwise under Applicable Laws. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Limited Disclosure. Enanta Beryllium and Xxxxxx ArQule each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any Affiliate, employee, consultant, director contractor, subcontractor, agents or Affiliate of such other Party Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided provided, that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as no less restrictive than those described in Section 7.1.3. In addition, Beryllium and (b) disclosure of ArQule each agrees that the other Party may disclose its Confidential Information may be made by the other Party (1a) on a need-to-know basis to such other Party’s professional, legal and financial advisors, or (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted license or sublicense of such other Party’s rights hereunder, (Bii) debt or equity financing of such other Party, (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party or (Civ) Change equipment lease or real estate lease, (c) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Program, any Development Plan and/or the Commercialization of Control involving Products as necessary to enable such Third Party to perform such services, and (d) for any other purpose with the other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, in that, any case, the Person receiving such Confidential Information of the other Party agrees in writing disclosure or transfer shall only be made to maintain the confidentiality of such Confidential Information of the other Party with terms at least as Persons who are bound by written obligations no less restrictive as than those contained described in Section 7.1.17.1.3. In addition, each Each Party further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials (aA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided thatAgreement, provided, that in the case of any disclosure under this clause (bA), the Disclosing Party shall (i) provide the other Party with written reasonable advance notice not less than five (5) business days prior to such disclosure of and provide the other Party with an opportunity to comment on any such required disclosuredisclosure or (B) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (iiB), the Disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by such the other Party, seek, or cooperate in all reasonable respects with such the other Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to disclosure, at the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.