Common use of Permitted Disclosure of Proprietary Information Clause in Contracts

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS or LICENSORS to their respective agents, consultants, Affiliates, PATHOGENICS' sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with this Agreement; 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; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, however, that 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.

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (ai) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreementon Products or Services, or to gain approval to conduct clinical trials or to market ProductProducts and Services to the extent permitted hereunder, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (bii) by each of PATHOGENICS or LICENSORS to their its respective agents, consultants, Affiliates, PATHOGENICS' sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Product Products or Services (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with contained in this Agreement; or (ciii) 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; provided, however, without limiting any of the foregoing, it is understood that the Parties either Party or their its Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business. However, provided, however, that 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 filingsfilings as may be reasonably requested by the disclosing Party.

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS INDEVUS or LICENSORS ATLANTIC to their its respective agents, consultants, Affiliates, PATHOGENICSINDEVUS' sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with this Agreement; 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; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, however, that 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.. (d) Upon execution of this Agreement, either Party may issue a press release in the form to be attached as Exhibit 4.2.

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS INDEVUS or LICENSORS ATLANTIC to their its respective agents, consultants, Affiliates, PATHOGENICSINDEVUS' sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with this Agreement; 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; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, however, that 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. (d) Upon execution of this Agreement, either Party may issue a press release in the form to be attached as Exhibit 4.2.

Permitted Disclosure of Proprietary Information. Notwithstanding Section ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (ba) by each of PATHOGENICS Interneuron or LICENSORS XXXXXX to their its respective agents, consultants, Affiliates, PATHOGENICS' Interneuron's sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with contained in this Agreement; or (cb) 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; provided, however, without limiting any of the foregoing, it is understood that the Parties Interneuron or their its Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the Securities and Exchange Commission ("SEC"), may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business. (c) Neither Party shall use the name of the other Party in any publicity or advertising without the prior written approval of the other Party. Upon execution of this Agreement, provided, however, that either Party may issue a press release in the form 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 filingsattached as Appendix 4.2.

Permitted Disclosure of Proprietary Information. Notwithstanding Section ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant subject to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS Interneuron or LICENSORS HDCI to their its respective agents, consultants, Affiliates, PATHOGENICS' Interneuron's sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with contained in this Agreement; 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; provided, however, without limiting any of the foregoing, it is understood that the Parties either Party or their its Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, however, business provided that certain financial and other confidential terms are redacted from such filings to the maximum extent allowable by SEC rules and regulationspossible, in consultation with the other Party. (d) Neither Party shall use the name of the other Party in any publicity or advertising without the prior written approval of the other Party. Upon execution of this Agreement, the Parties shall be obligated to maintain may issue a press release in the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filingsform attached as Appendix 4.2(d).

Permitted Disclosure of Proprietary Information. Notwithstanding the ----------------------------------------------- provisions of Section 4.13.1, a Party receiving Proprietary Information of another either Party may disclose such the other Party's Proprietary Information: (a) to governmental obtain authorization to market, offer for sale or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market sell the Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each related to a Product to which it has rights, to a third party conducting a due diligence investigation of PATHOGENICS the disclosing Party's business in connection with a possible business combination, financing transaction, or LICENSORS to their respective agentsthe like, consultants, Affiliates, PATHOGENICS' sublicensees and/or other Third Parties solely for the research and developmentpurpose of evaluating any such transaction, manufacturing and/or marketing of the /or Product (or for such parties to determine their interests in performing such activities) on the condition that any such Third Parties agree third party agrees in writing to be bound by to Toray or Adolor, as the confidentiality case may be, in such a way that Toray or Adolor can fulfill its obligations consistent with this Agreementhereunder; orand/or (c) if required to be disclosed by law administrative or court orderjudicial authority of competent jurisdiction, provided that advance notice is promptly delivered to the nonoriginal disclosing Party, or the other Party in the case of jointly-disclosing Party held Proprietary Information, in order to provide an opportunity for the original disclosing Party or the other Party to challenge or limit the disclosure obligations, with the reasonable cooperation of the Party immediately subject to such law or court order; provided, however, without limiting any of the foregoing, it is understood that the Parties or their Affiliates either Party may make disclosure of this Agreement and the terms hereof in any filings required by the Securities and Exchange Commission ("SEC"), may file this Agreement Agreement, appropriately redacted, as an exhibit to any filing with the SEC SEC, and may distribute any such filing in the ordinary course of its business, provided, however, that 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.

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS INTERNEURON or LICENSORS URIACH to their its respective agents, consultants, Affiliates, PATHOGENICS' INTERNEURON's sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with this Agreement; 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; provided, however, without limiting any of the foregoing, it is understood that the Parties INTERNEURON or their its Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the Securities and Exchange Commission ("SEC"), may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business. (d) Upon execution of this Agreement, providedINTERNEURON may issue a press release in the form to be attached as Appendix 4.2. URIACH shall prepare a press release for local Spanish media, howeverconsistent with the terms of this Agreement, that to the maximum extent allowable by SEC rules and regulations, the Parties which shall be obligated sent to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filingsINTERNEURON for comments prior to its release by URIACH.

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1, a Party receiving Proprietary Information of another Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant subject to this Agreement, or to gain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS Interneuron or LICENSORS HDCI to their its respective agents, consultants, Affiliates, PATHOGENICS' Interneuron's sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Compound and/or Product (or for such parties to determine their interests in performing such activities) on the condition that such Third Parties agree to be bound by the confidentiality obligations consistent with contained in this Agreement; 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; providedPROVIDED, howeverHOWEVER, without limiting any of the foregoing, it is understood that the Parties either Party or their its Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, however, business provided that certain financial and other confidential terms are redacted from such filings to the maximum extent allowable by SEC rules and regulationspossible, in consultation with the other Party. (d) Neither Party shall use the name of the other Party in any publicity or advertising without the prior written approval of the other Party. Upon execution of this Agreement, the Parties shall be obligated to maintain may issue a press release in the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filingsform attached as Appendix 4.2(d).

Permitted Disclosure of Proprietary Information. Notwithstanding ----------------------------------------------- Section 4.1------------------------------------------------ 5.1, a Party receiving Proprietary Information of another the other Party may disclose such Proprietary Information: (a) to governmental or other regulatory agencies in order to obtain patents pursuant to this Agreement, or to gain approval to conduct clinical trials for or to market ProductProducts under this Agreement, but provided, however, that such disclosure may shall be only limited to the extent reasonably necessary to obtain such patents or authorizations; (b) by each of PATHOGENICS or LICENSORS to their its respective agents, consultants, Affiliates, PATHOGENICS' Takeda's sublicensees and/or other Third Parties for the research and development, manufacturing and/or marketing of the /or Product Compound and/or Products (or for such parties to determine their interests in performing such activities) on the condition that such Affiliates, sublicensees and Third Parties agree to be bound by the confidentiality obligations consistent with contained in this Agreement; or (c) if required to be disclosed by law or court order, provided that notice is promptly delivered to the non-disclosing Party by the Party disclosing the Proprietary Information in order to provide an opportunity to challenge or limit the disclosure obligationssuch disclosure; provided, however, that without limiting any of the foregoing, it is understood that the Parties each Party, including any Affiliates or their Affiliates Takeda's sublicensees, may make disclosure of this Agreement Agreement, and the terms hereof in any filings required by the SECSEC or its counterparts to which such Party is subject, may file this Agreement as an exhibit to any filing with the SEC or its counterparts, and may distribute any such filing in the ordinary course of its business, provided, however, that to the maximum extent allowable by SEC rules and regulations. Upon execution of this Agreement, the Parties shall be obligated to maintain may issue a press release in the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filingsform attached as Appendix 5.2.