Common use of Other Permitted Disclosures Clause in Contracts

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserpurchaser except as otherwise required to be disclosed pursuant to the Holdco LLC Agreement. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserpurchaser except as otherwise required to be disclosed by Seller or its Affiliates to Investor pursuant to the Holdco LLC Agreement. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserParty. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserParty. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d3.6(b) until Seller has first had the opportunity to exercise its right rights to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting Notwithstanding the restrictions set forth in this Section 9, a Party hereunder from using such Confidential Information in connection with (i) any claim against may, without the prior consent of the other Party, disclose Confidential Information: (iia) any exercise by to Third Parties that have a Party hereunder of any of its rights hereunder, a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion legitimate need to know such information as part of such PersonParty’s equity interests in Buyer, (v) a disposition financing activities or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings any sale or acquisitions before any other transfer of such Party’s business or assets, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or other transaction, provided that the recipients of such information may are bound by written confidentiality obligations consistent with those set forth in this Section 9, and provided further that such Party shall be disclosed and a copy liable for any action or inaction of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy Third Parties that would be considered a breach of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d9 if committed by such Party; (b) until Seller for preparing, filing, prosecuting, or maintaining Patents as permitted by this Agreement; (c) for making regulatory filings for a Product that such Party has first had the opportunity to exercise its a license or right to take develop hereunder in a given country or purchase the Bloom System jurisdiction; (d) for prosecuting or defending litigation as permitted by this Agreement; (e) to an underwriter or placement agent or its counsel in questionconnection with any offering by LICENSEE; or (f) to a permitted assignee of this Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, if applicableAS AMENDED.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-non- disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.62

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such Table of Contents information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein Neither ISTA nor Otsuka shall be construed as prohibiting a Party hereunder from using such obligated to maintain any Confidential Information in connection with confidence to the extent that (i) any claim against the Confidential Information is or becomes public knowledge other than through the fault of the Receiving Party, (ii) any exercise by the Confidential Information was known to the Receiving Party prior to receiving the information, and this prior knowledge can be documented, (iii) the Confidential Information is or becomes available on an unrestricted basis to ISTA or Otsuka, as the case may be, from a Party hereunder of any of its rights hereunder, a financing source other than ISTA or proposed financing by Seller or Buyer Otsuka (or their respective Affiliatesrepresentatives) and this can be documented, (iv) a disposition the Confidential Information is required to be disclosed by law, court order or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyergovernment action, (v) this Agreement permits a disposition or proposed disposition by Buyer of any Bloom System or FacilityParty to disclose Confidential Information to Third Parties, or (vi) any such disclosure is reasonably necessary in connection with the conduct of the activities to be conducted hereunder, in filing or prosecuting patent applications, prosecuting or defending litigation, conducting clinical trials, or making a permitted sublicense or otherwise exercising its rights hereunder. If either Party is required to be made make any such disclosure of the other Party's Confidential Information, it will give reasonable advance notice to a PPA Customer (or otherwise) under a PPA or a Site Licensethe latter Party of such disclosure and, provided that, save to the extent inappropriate in the case of items patent applications, will use its best efforts to secure confidential treatment of such information prior to its disclosure (iiiwhether through protective orders or otherwise). Further, (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to either Party may disclose Confidential Information on customary terms used received under this Agreement to existing or potential investors, acquirers, merger partners, collaborators or licensees, or to professional advisors (e.g., attorneys, accountants and prospective investment bankers) involved in confidentiality agreements in connection with corporate financings such activities, for the limited purpose of evaluating such investment, transaction, or acquisitions before any such information may be disclosed license and a copy under appropriate conditions of such confidentiality agreement has been provided confidentiality, only to the non-disclosing party for informational purposes, which copy of extent necessary and with the agreement by these permitted individuals to maintain such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicablestrict confidence.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller Operator or Buyer Owner or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer Owner of all or a portion of such Person’s equity interests in BuyerOwner, (v) a disposition or proposed disposition by Buyer Owner of any Bloom System or Facility, or (vi) any disclosure required to be made pursuant to the Tariff, an Interconnection Agreement, a PPA Customer (or otherwise) under a PPA Gas Supply Agreement, or a Site LicenseLease, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing party or purchaser. No disclosures of Confidential Information shall be made by Buyer Owner in exercise of its rights under this Section 10.3(d9.3(d) until Seller Operator has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable (including pursuant to the terms of the Repurchase Agreement, if applicable).