Common use of Permitted Persons Clause in Contracts

Permitted Persons. A Party may disclose another Party’s Confidential Information, without any other Party’s prior written permission, to: (i) its and its Affiliates’ members, trustees, managers, directors, employees, partners, agents, consultants, attorneys, accountants, shareholders, investors, banks and other financing sources, licensees and sublicensees and permitted assignees, purchasers, transferees or successors-in-interest under Section 8.3, and their respective professional advisors, limited partners and Affiliates, in each case, who need to know such Confidential Information solely in connection with this Agreement and who are, prior to receiving such disclosure, bound by written confidentiality and non-use obligations no less stringent than those contained herein; (ii) permitted assignees, purchasers, transferees, or successors-in-interest (or potential assignees, purchasers, transferees, or successors-in-interest) under Section 8.3 and investors, licensees and sublicensees and other Partners, and their respective professional advisors, limited partners and Affiliates, in each case who need to know such Confidential Information in connection with such assignment, sale, transfer, investment or Partnering Transaction (or potential assignment, sale, transfer, investment or Partnering Transaction) and who are bound by written confidentiality and non-use obligations no less stringent than those contained herein. For clarity, if a Party receives the other Party’s Confidential Information, but the receiving Party does not, directly or indirectly, share or provide such Confidential Information with or to its Affiliates such that its Affiliates in fact do not receive such Confidential Information, the receiving Party’s Affiliates shall be deemed not to have received such Confidential Information; or (iii) in the case of Purchaser, and in such case with respect to Seller’s Confidential Information, any Affiliate thereof.

Permitted Persons. A Party may disclose another the other Party’s Confidential Information, without any the other Party’s prior written permission, to: (i) its and its Affiliates’ members, managers, trustees, managers, directors, employees, partners, agents, consultants, attorneys, accountants, investment bankers, shareholders, investorspotential parties to corporate transactions (e.g., partnering and/or acquisition discussions), beneficiaries, banks and other financing sources, licensees and sublicensees and permitted assignees, purchasers, transferees or successors-in-interest under Section 8.3, and their respective professional advisors, limited partners and Affiliates9.6, in each case, who need to know such Confidential Information solely to provide financing to the Party or to assist the Party in connection with this Agreement evaluating the transactions contemplated hereby or in fulfilling its obligations or exploiting its rights hereunder (or to determine their interest in providing such financing or assistance) and who are, prior to receiving such disclosure, bound by written or professional confidentiality and non-use obligations no less stringent than those contained herein; (ii) permitted assignees, purchasers, transferees, transferees or successors-in-interest (or potential assignees, purchasers, transferees, transferees or successors-in-interest) under Section 8.3 and investors, licensees and sublicensees and other Partners, and their respective professional advisors, limited partners and Affiliates9.6, in each case case, who need to know such Confidential Information in connection with such assignment, sale, transfer, investment sale or Partnering Transaction transfer (or potential assignment, salesale or transfer), transferincluding following any such assignment, investment sale or Partnering Transaction) transfer in order to fulfill their obligations or exploit their rights under this Agreement, and who are are, prior to receiving such disclosure, bound by written or professional confidentiality and non-use obligations no less stringent than those contained herein. For clarity, if a Party receives the other Party’s Confidential Information, but the receiving Party does not, directly or indirectly, share or provide such Confidential Information with or to its Affiliates such that its Affiliates in fact do not receive such Confidential Information, the receiving Party’s Affiliates shall be deemed not to have received such Confidential Information; or (iii) other Persons who are investors or potential investors (or advisors or fiduciaries (including trustees) to such Persons) in connection with a private placement or other public or non-public equity, debt, or other investment or potential investment transaction in or with a Party or its Affiliate (including such an investment or potential investment in or with a TPG-Axon Affiliate to which TPG-Axon has, consistent with Section 9.6, assigned or otherwise sold, transferred, pledged or contributed its rights to receive payment under this [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the case Securities and Exchange Commission pursuant to Rule 24b-2 of Purchaserthe Securities Exchange Act of 1934, and in such case as amended. Confidential treatment has been requested with respect to Seller’s the omitted portions. Agreement), in each case, who need to know such Confidential InformationInformation in connection with such equity, any Affiliate thereofdebt, or other investment or potential investment transaction (providing that, for this purpose, such Party may disclose only Confidential Information of the other Party pertinent to the investment or potential investment transaction and may make such disclosures only in anticipation, and during the period, of such investment or potential investment transaction), and who are, prior to receiving such disclosure, bound by written or professional confidentiality and non-use obligations no less stringent than those (including as to the expiration of the relevant confidentiality period) customary for such purpose.

Permitted Persons. A Party may disclose another the other Party’s Confidential Information, without any the other Party’s prior written permission, to: (i) its and its Affiliates’ members, trustees, managers, directors, employees, partners, agents, consultants, attorneys, accountants, shareholders, investors, banks and other financing sources, licensees and sublicensees and permitted assignees, purchasers, transferees or successors-in-interest under Section 8.3, and their respective professional advisors, limited partners and Affiliates9.3, in each case, who need to know such Confidential Information solely in connection with this Agreement and who are, prior to receiving such disclosure, bound by written confidentiality and non-use obligations no less stringent than those contained herein;; or (ii) permitted assignees, purchasers, transferees, or successors-in-interest (or potential assignees, purchasers, transferees, or successors-in-interest) under Section 8.3 9.3 and investors, licensees and sublicensees and other Partners, and their respective professional advisors, limited partners and Affiliates, in each case who need to know such Confidential Information in connection with such assignment, sale, transfer, investment or Partnering Transaction (or potential assignment, sale, transfer, investment or Partnering Transaction) and who are bound by written confidentiality and non-use obligations no less stringent than those contained herein. For clarity, if a Party receives the other Party’s Confidential Information, but the receiving Party does not, directly or indirectly, share or provide such Confidential Information with or to its Affiliates such that its Affiliates in fact do not receive such Confidential Information, the receiving Party’s Affiliates shall be deemed not to have received such Confidential Information; or (iii) in the case of Purchaser, and in such case with respect to Seller’s Confidential Information, any Affiliate thereof.