Common use of Permitted Disclosure of Proprietary Information Clause in Contracts

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Products, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authority; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; or (c) if required to be disclosed by Law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such efforts.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.14.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market ProductsProduct, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityauthorizations; (b) in connection with the performance by each of this Agreement and solely on a need-to-know basis, ARCA or CPEC to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or its respective agents, each consultants, Affiliates, ARCA sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of whom prior the Compound and/or Product (or for such parties to disclosure must determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to obligations consistent with this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11Agreement; or (c) if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If ; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by the SEC, may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except filing in the ordinary course of its business, provided, however, that to the maximum extent allowable by SEC rules and regulations (as interpreted by SEC staff), the Parties shall be obligated to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings; and further provided that such disclosure results in a public the Parties shall reasonably agree on the timing and content of any disclosure of such information this Agreement or its terms (other than disclosure required by law), and shall in breach of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently any case give notice prior to making such disclosure so as disclosure. Notwithstanding the above, ARCA shall also have the right to allow publish the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality results of the informationclinical trials, and other Proprietary Information concerning the receiving Party Compound and the Product, for the purpose of marketing and promoting the Compound and the Product, provided, however, that any issues relating to patent protection, including the filing of a patent application if applicable, shall cooperate with the disclosing Party in be resolved prior to any such effortsresults being submitted for publication.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.14.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant patents subject to this Agreement, or to gain approval to conduct clinical trials or to market ProductsLicensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityauthorizations; (b) by Merck to its permitted sublicensees, agents, consultants, Affiliates and/or other third parties for the research and development, manufacturing and/or marketing of the Licensed Product (or for such parties to determine their interest in connection performing such activities) in accordance with the performance of this Agreement and solely on a need-to-know basis, the condition that such third parties agree to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written the confidentiality obligations contained this Agreement, provided that the term of confidentiality and non-use for such third parties shall be no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall seven (i7) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11years; or (c) if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Commission. -------------------------------------------------------------------------------- opportunity to challenge or limit the disclosure obligations. If and whenever ; provided, however, without limiting any Proprietary Information of the foregoing, it is disclosed in accordance with this Section 11.2understood that (i) any Party hereto, such including any Affiliate, may make reasonable disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with terms hereof in any filings required by the disclosing Party in United States Securities and Exchange Commission, subject to review by the other Parties of such effortsproposed disclosure and requests for confidential treatment for certain provisions of this Agreement, as agreed by the Parties.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.15.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: : (ai) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreementpatents on Products, or to gain approval to conduct clinical trials or to market Products, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authority; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Informationauthorizations; (ii) remain responsible to its respective agents, consultants, Affiliates, sublicensees and/or other Third Parties for any failure the research and development, manufacturing and/or marketing of Products (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by any Person who receives Proprietary Information pursuant to the confidentiality obligations contained in this Article 11 to treat such Proprietary Information as required under this Article 11Agreement; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; or (c) if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations; (iv) potential investors; and (v) regulatory authorities. If Provided, however, without limiting any of the foregoing, it is understood that either Party or its Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by the SEC, may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except filing in the ordinary course of its business. However, to the maximum extent allowable by SEC rules and regulations, the Parties shall be obligated to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. Notwithstanding the aforementioned it is hereby agreed that such disclosure results THM is entitled to disclose the terms of this Agreement to the Hospital, the Fund and any other party which was established in a public disclosure connection with or for the benefit of the Hospital, but in no event shall THM be entitled to disclose the terms of this Agreement to any other hospitals, research institutions and tech transfer offices of such information (other than in breach institutes, without first receiving the written prior approval of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such effortsRosetta.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.17.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to seek or obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials Clinical Studies or to market Productsa Licensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory AuthorityAuthorities; (b) by Party to its Affiliates, and its and its Affiliates’ agents, consultants, licensees, Sublicensees, or contractors in connection with the Development, manufacture, or Commercialization of Licensed Products in the exercise of its rights or performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lendersits obligations hereunder, or acquirers; to otherwise enable a Party to fulfill its obligations and responsibilities, or employeesexercise its rights, independent contractors (including consultants and clinical investigators) or agentsunder this Agreement, each of whom prior on the condition that such entities agree to disclosure must be bound by written reasonable confidentiality obligations of confidentiality and non-use no less restrictive than the obligations set forth in consistent with this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; orAgreement; (c) if required to be disclosed by Law or court order, ; provided that (i) advance written notice is is, to the extent reasonably practicable, promptly delivered to the non-disclosing Party Party, in order to provide an opportunity to challenge or limit the disclosure obligations. If , and whenever any Proprietary Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to (ii) the extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent required to make such disclosure pursuant of the other Party’s Proprietary Information shall, as reasonably requested by the other Party at the other Party’s expense, cooperate with the other Party in seeking protective or confidential treatment of such information; or (d) to Sections 11.2(a)–(cexisting or potential acquirers, collaborators, licensees, licensors, Sublicensees, investment bankers, accountants, attorneys, investors, merger candidates, partners, venture capital firms, private equity firms, investment banks, or other financial institutions or investors for use of such information for business purposes relevant to this Agreement or for due diligence in connection with the financing, licensing or acquisition of such Party (or such Party’s acquisition of or by, or merger with, a Third Party), provided that (i) sufficiently prior advance written consent is provided by the non-disclosing Party, (ii) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations (or in the case of attorneys or accountants, an equivalent professional duty of confidentiality) materially as restrictive as those set forth in this Agreement and (iii) the Party making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate be liable for such Third Parties’ compliance with the disclosing Party in such effortsobligations.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.14.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market ProductsProduct, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityapprovals; (b) in connection with the performance by each of this Agreement and solely on a need-to-know basis, INDEVUS or AVENTIS to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or its respective agents, each consultants, Affiliates, INDEVUS’ sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of whom prior the Compound and/or Product (or for such parties to disclosure must determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by written confidentiality obligations of confidentiality and non-use no less restrictive than the obligations set forth in consistent with this Article 11 or to counsel for such PartyAgreement; provided, however, that the receiving except if such disclosure is required by law or is in connection with obtaining any Regulatory Approval, INDEVUS shall inform AVENTIS prior to disclosing to a Third Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives AVENTIS Proprietary Information pursuant relating to this Article 11 the production of Compound and shall give due consideration to treat AVENTIS’ reasonable comments or objections to such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11disclosure; or (c) if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If ; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by the Securities and Exchange Commission (“SEC”), may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except filing in the ordinary course of its business, provided, however, that to the maximum extent that allowable by SEC rules and regulations, the Parties shall be obligated to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such disclosure results in a public disclosure of such information filings. (other than in breach d) Upon execution of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving either Party may issue a press release, provided that any such Party shall notify provide the disclosing other Party with a draft of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently press release for review at least one Business Day prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such effortsits intended release.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.18.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Products, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityregulatory authority; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 Section 8 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 Section 8 to treat such Proprietary Information as required under this Article 11Section 8; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; orSection 8; (c) if required to be disclosed by Law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations; or (d) to MIT, Einstein and Montefiore, as required by MetaStat to establish MetaStat’s compliance with the Therapeutic License Agreement and the Diagnostic License Agreement. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.28.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.38.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c8.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such efforts.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.112.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Final Products, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authority; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 12 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 12 to treat such Proprietary Information as required under this Article 1112; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 1112; or (c) if required to be disclosed by Law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.212.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a an authorized public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.312.3, the receiving Party shall promptly notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c12.2(a)–12.2(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such efforts.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.1the foregoing, a Party receiving Proprietary Information of another the other Party may disclose such Proprietary Information: (a) 11.4.1 to governmental or other regulatory agencies in order to obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market ProductsLicensed Product, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityauthorizations; (b) in connection with the performance 11.4.2 by each of this Agreement Indevus and solely on a need-to-know basis, SLI to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or its respective agents, each consultants, Affiliates, potential commercial partners of whom prior Indevus and/or other Third Parties (collectively, “Permitted Recipients”) for the research and development, manufacturing and/or marketing of Compound and/or Licensed Product (or for such Permitted Recipients to disclosure must determine their interests in performing such activities) on the condition that such Permitted Recipients agree to be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to obligations consistent with this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11Agreement; or (c) 11.4.3 if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party which owns such Proprietary Information in order to provide an opportunity to challenge or limit the disclosure obligations. If ; provided, however, that without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by the SEC, may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except filing in the ordinary course of its business, provided, further, that to the maximum extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible allowable by SEC rules and subject to Section 11.3regulations, the receiving Party Parties shall notify the disclosing Party of the receiving Party’s intent be obligated to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect maintain the confidentiality of the information, obligations set forth herein and the receiving Party shall cooperate with the disclosing Party use commercially reasonable efforts to redact any confidential information set forth in such effortsfilings.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.14.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market ProductsProduct, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityapprovals; (b) in connection with the performance by each of this Agreement and solely on a need-to-know basis, INDEVUS or AVENTIS to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or its respective agents, each consultants, Affiliates, INDEVUS’ sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of whom prior the Compound and/or Product (or for such parties to disclosure must determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by written confidentiality obligations of confidentiality and non-use no less restrictive than the obligations set forth in consistent with this Article 11 or to counsel for such PartyAgreement; provided, however, that the receiving except if such disclosure is required by law or is in connection with obtaining any Regulatory Approval, INDEVUS shall inform AVENTIS prior to disclosing to a Third Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives AVENTIS Proprietary Information pursuant relating to this Article 11 the production of Compound and shall give due consideration to treat AVENTIS’ reasonable comments or objections to such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11disclosure; or (c) if required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If ; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by the Securities and Exchange Commission (“SEC”), may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except filing in the ordinary course of its business, provided, however, that to the maximum extent that allowable by SEC rules and regulations, the Parties shall be obligated to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such disclosure results in a public disclosure of such information filings. (other than in breach d) Upon execution of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving either Party may issue a press release, provided that any such Party shall notify provide the disclosing other Party with a draft of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently press release for review at least one Business Day prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such effortsits intended release. .

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.18.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreementrequired by Law, order, or regulation of a government agency or a court of competent jurisdiction, or by the rules of a securities exchange, provided that the receiving Party required to gain approval to conduct clinical trials or to market Products, but make such disclosure may be made only shall, after providing reasonable advanced notice to the extent reasonably necessary disclosing Party before the disclosure, (i) give the disclosing Party an opportunity to obtain comment on any such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise required disclosure, (ii) if requested by the FDA disclosing Party, use Commercially Reasonable Efforts to obtain protective orders or another Regulatory Authorityany available limitations on or exemptions from such disclosure requirement where applicable and practicable; (b) made to a patent office for the purposes of filing or enforcing a Product Patent Right as permitted in connection with this Agreement, provided, however, the performance receiving Party (i) receives written consent from the disclosing Party for such disclosure, and (ii) takes reasonable measures to assure confidential treatment of this Agreement and solely on a need-to-know basissuch information, to the extent such protection is available; (c) made by a Party or its Affiliates; , or Sublicensees to the Regulatory Health Authority for the purposes of any filing, application or request for Regulatory Approval for the Licensed Products as permitted in this Agreement; (d) made to advisors, actual or potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountantsThird Party partners, investors, lenderslicensees, Sublicensees or acquirers; acquirers of all or employees, independent contractors (including consultants and clinical investigators) or agents, each substantially all of whom prior the assets to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in which this Article 11 or to counsel for such PartyAgreement relates; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard receives written consent from the disclosing Party for such disclosure, and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all takes reasonable measures to restrain the receiving Party and any assure confidential treatment of such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; or (c) if required to be disclosed by Law or court orderinformation, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent such protection is available; (e) made by XPH or its Affiliates, or Sublicensees to Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith; provided that, with respect to disclosures as per subsection (b), (d) and (e), the Party making such disclosures shall ensure that such disclosure results each Third Party recipient is bound by obligations of confidentiality no less restrictive than those contained in a public disclosure this Agreement and shall be liable to the other Party for any breach of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.3, confidentiality obligations by the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such effortsrelevant recipient.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Products, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory AuthorityFDA; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11; or (c) if required to be disclosed by Law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such efforts.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.15.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Productsthe Product, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authority; (b) in connection with the performance of this Agreement and solely on a need-to-know basis, to Affiliates; potential or actual collaborators (including potential sublicenseesLicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 Section 5 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to this Article 11 Section 5 to treat such Proprietary Information as required under this Article 11Section 5; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11Section 5; or (c) if required to be disclosed by Law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If and whenever any Proprietary Information is disclosed in accordance with this Section 11.25.2, such disclosure shall not cause any such information to cease to be Proprietary Information except to the extent that such disclosure results in a an authorized public disclosure of such information (other than in breach of this Agreement). Where reasonably possible and subject to Section 11.35.3, the receiving Party shall promptly notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c5.2(a)–5.2(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such efforts.

Permitted Disclosure of Proprietary Information. Notwithstanding Section 11.14.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain Patent Rights patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market ProductsProduct, but such disclosure may be made only to the extent reasonably necessary to obtain such Patent Rights patents or authorizations and in accordance with the terms of this Agreement or as otherwise requested by the FDA or another Regulatory Authorityauthorizations; (b) in connection with the performance by each of this Agreement and solely on a need-to-know basis, MEDICINOVA or LICENSORS to Affiliates; potential or actual collaborators (including potential sublicensees); potential or actual investment bankers, accountants, investors, lenders, or acquirers; or employees, independent contractors (including consultants and clinical investigators) or its respective agents, each consultants, Affiliates, MEDICINOVA’s sublicensees and/or other Third Parties (“Disclosees”) for the research and development, manufacturing and/or marketing of whom prior the Compound and/or Product (or for such parties to disclosure must determine their interests in performing such activities) on the condition that such Disclosees agree to be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11 or to counsel for such Party; provided, however, that the receiving Party shall (i) undertake reasonable precautions to safeguard and protect the confidentiality of the Proprietary Information; (ii) remain responsible for any failure by any Person who receives Proprietary Information pursuant to obligations consistent with this Article 11 to treat such Proprietary Information as required under this Article 11; and (iii) take all reasonable measures to restrain the receiving Party and any such Persons from prohibited or unauthorized disclosure or use in violation of this Article 11Agreement; or (c) if and to the extent required to be disclosed by Law law or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations. If ; provided, however, without limiting any of the foregoing, it is understood that MEDICINOVA or its Affiliates may make disclosure of this Agreement and whenever the terms hereof in any Proprietary Information is disclosed in accordance filings required by SEC, may file this Agreement as an exhibit to any filing with this Section 11.2, such disclosure shall not cause the SEC and may distribute any such information to cease to be Proprietary Information except to filing in the extent that such disclosure results in a public disclosure ordinary course of such information its business. ** CERTAIN INFORMATION (other than in breach of this Agreement)INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Where reasonably possible and subject to Section 11.3, the receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to Sections 11.2(a)–(c) sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the receiving Party shall cooperate with the disclosing Party in such effortsAN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.