Common use of Permitted Disclosure and Use Clause in Contracts

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable Law; and (ii) Auxilium may disclose Confidential Information belonging to Pfizer related to a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium may also disclose Confidential Information belonging to Pfizer related to the Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with the development or commercialization of the Product outside of the Field or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable LawLaws; and (ii) Auxilium may disclose Confidential Information belonging to Pfizer Sobi related to a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium may also disclose Confidential Information belonging to Pfizer Sobi related to the Bulk Product or Finished Product (iX) to BTC pursuant to the BTC License Agreement and (iiY) to Third Parties in connection with the development or commercialization of the Bulk Product or Finished Product outside of the Field or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article ARTICLE 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable LawLaws; and or (iic) Auxilium may disclose Confidential Information belonging to Pfizer Ono related to the Compounds or a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority, including a Regulatory Authority, and is reasonably necessary to obtain or maintain Regulatory Approval of a Product, as applicable. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party sufficient to permit such other Party sufficient reasonable opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium Onyx may also disclose Confidential Information belonging to Pfizer Ono related to the Compounds and Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with financing activities or the development Development, Manufacturing Development or commercialization Commercialization of the Compounds and Product outside of the Field in the Territory, or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable LawLaws; and (ii) Auxilium may disclose Confidential Information belonging to Pfizer Asahi related to a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval Regulatory Approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium may also disclose Confidential Information belonging to Pfizer Asahi related to the Product (iX) to BTC pursuant to the BTC License Agreement and (iiY) to Third Parties in connection with the development or commercialization of the Product outside of the Field or outside of the Territory (provided that BTC and such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article ARTICLE 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (ia) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (ai) comply with or enforce any of the provisions of this Agreement; or (bii) comply with applicable LawApplicable Laws; and (iib) Auxilium Amarin may disclose Confidential Information belonging to Pfizer Licensee related to a the Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval Regulatory Approval of a the Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium Amarin may also disclose Confidential Information belonging to Pfizer Licensee related to the Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with the development or commercialization of the Product outside of the Field or outside of the Territory (provided that that: (i) such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article 12 with respect to keeping such Confidential Information confidential; and (ii) Amarin shall be liable to Licensee in respect of a breach of such confidentiality obligations by any such Third Party).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable LawLaws; and or (iic) Auxilium may disclose Confidential Information belonging to Pfizer Ono related to the Compounds or a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority, including Regulatory Authority, and is reasonably necessary to obtain or maintain Regulatory Approval of a Product, as applicable. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party sufficient to permit such other Party sufficient reasonable opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium Onyx may also disclose Confidential Information belonging to Pfizer Ono related to the Compounds and Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with financing activities or the development or commercialization of the Compounds and Product outside of the Field in the Territory, or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article ARTICLE 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.213.2 and subject to Section 13.6, (ia) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure (i) is reasonably necessary to: to comply with Applicable Laws or file or prosecute Patents in accordance with ARTICLE 10, provided that, in each case reasonable steps are taken to ensure confidential treatment of such Confidential Information to the extent available; (aii) comply with or enforce any of the provisions of this Agreement, including, without limitation, to Develop, Manufacture or Commercialize the Product in its respective territory as permitted hereunder; provided that, in each case reasonable steps are taken to ensure confidential treatment of such Confidential Information to the extent available; or (biii) comply with applicable Lawsolely after following the procedures outlined in Section 13.7 below, is in a publication or presentation as contemplated thereunder; and (iib) Auxilium the Receiving Party may disclose Confidential Information belonging to Pfizer the Disclosing Party related to a the Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Regulatory Approval for the Product, as applicable, to the extent such disclosure and is made to a Governmental Authority. If a Party deems it necessary required or ordered to disclose Confidential Information of the other Party to a Governmental Authority pursuant to this Section 12.313.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium may also disclose Confidential Information belonging to Pfizer related to the Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with the development or commercialization of the Product outside of the Field or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with applicable LawLaws; and (ii) Auxilium may disclose Confidential Information belonging to Pfizer Actelion related to a Product only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium may also disclose Confidential Information belonging to Pfizer Actelion related to the Bulk Product or Finished Product (iX) to BTC pursuant to the BTC License Agreement and (iiY) to Third Parties in connection with the development or commercialization of the Bulk Product or Finished Product outside of the Field or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article ARTICLE 12 with respect to keeping such Confidential Information confidential).

Permitted Disclosure and Use. Notwithstanding Section 12.2, (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (ai) comply with or enforce any of the provisions of this Agreement; or (bii) comply with applicable LawLaws; and or (iiiii) Auxilium may disclose in the case of Confidential Information belonging to Pfizer Licensee related to Compound or a Licensed Product and only to the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, as applicable, to the extent such disclosure is made to a Governmental Authority, including Regulatory Authority, and is reasonably necessary, obtain or maintain Regulatory Approval of a Licensed Product, as applicable. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 12.3Section, such Party shall give reasonable advance written notice of such disclosure to the other Party sufficient to permit such other Party sufficient reasonable opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Auxilium Licensor and Licensee may also disclose Confidential Information belonging to Pfizer the other Party related to the Compound and Licensed Product (i) to BTC pursuant to the BTC License Agreement and (ii) to Third Parties in connection with financing activities or, with respect to Licensor, in connection with the development or commercialization of the Compound and Licensed Product outside of the Field or outside of the Territory (provided that such Third Parties are bound by written agreements having terms at least as protective as those contained in this Article 12 with respect to keeping such Confidential Information confidential).