Common use of Permitted Use and Disclosure Clause in Contracts

Permitted Use and Disclosure. Clause 8.2 will not prohibit: (a) either party from using or disclosing any information: (i) with the express prior consent of the other party; (ii) that has become generally known to the public other than through a breach of the Agreement; (iii) that is or came lawfully into its possession independently of its dealings with the other party, except where the receiving party knew or ought to have known that its receipt of the information resulted from a breach by another person of an obligation of confidence; and/or (iv) that it independently developed without reference to the other party’s Confidential Information; (b) either party disclosing information to: (i) its Personnel with a need to know, to be used to enable that party to perform its obligations or take the intended benefit of its rights under the Agreement, so long as the disclosing party informs such Personnel of the confidential nature of that information and makes a written record of doing so; or (ii) its professional advisors if such disclosure is necessary for the purposes of receiving professional advice and those professional advisors are subject to a duty of confidentiality that covers that information; (c) disclosure compelled by any statute or regulations, or any court order; (d) disclosure by the Service Provider to the extent necessary to comply with the rules of any exchange on which the securities of the Service Provider or any of its Related Companies are listed or quoted; (e) disclosure by the Industry Body of technical and/or operational information describing the Services and Deliverables, for the purpose of enabling a third party to offer or supply goods or services to the Industry Body, so long as that third party gives the Industry Body an undertaking that it will not use that information or those materials for any other purpose, and will destroy or return that information to the Industry Body once it is no longer required for that purpose.

Permitted Use and Disclosure. Clause 8.2 will not prohibitThe Receiving Party may use and/or disclose Confidential Information to the extent that such disclosure is: (a) either party from using 11.2.1. made in response to a valid order of a court of competent jurisdiction or disclosing any information: (i) with other competent authority provided however that the express prior consent Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the other partypurpose for which the order was issued; and provided further that if a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; (ii) 11.2.2. made by the Receiving Party to a regulatory authority as required in connection with any Filing of an NDA; provided, however, that has become generally known reasonable measures will be taken to the public other than through a breach assure confidential treatment of the Agreementsuch information; (iii) that is 11.2.3. made by the Receiving Party to a patent authority as required in connection with any filing or came lawfully into its possession independently of its dealings with the other party, except where the receiving party knew or ought to have known that its receipt of the information resulted from a breach by another person of an obligation of confidence; and/or (iv) that it independently developed without reference to the other party’s Confidential Information; (b) either party disclosing information to: (i) its Personnel with a need to know, to be used to enable that party to perform its obligations or take the intended benefit of its rights under the Agreement, so long as the disclosing party informs such Personnel of the confidential nature of that information and makes a written record of doing soapplication for Patent Rights; or (ii) its professional advisors if 11.2.4. made by the Receiving Party to Third Parties as may be necessary or useful in connection with the development, manufacturing, marketing, use and sale of the Compound or the Product as contemplated by this Agreement, including subcontracting, sublicensing and distribution transactions in connection therewith, provided that any such disclosure is necessary for Third Party has undertaken confidentiality obligation with respect to the purposes Confidential Information disclosed by the Receiving Party to it and the results of receiving professional advice and those professional advisors are subject any such activities. Regardless hereof, TMC may not disclose to such Third Party which compound(s), other than the Compound, that [**] may be used as a duty of confidentiality that covers that information; (c) disclosure compelled by any statute or regulationsmanufacturing starting material, or any court order; (d) disclosure by the Service Provider to the extent necessary to comply with the rules of any exchange on which the securities of the Service Provider or any of its Related Companies are listed or quoted; (e) disclosure by the Industry Body of technical and/or operational information describing the Services and Deliverablesintermediate, for the purpose of enabling a third party to offer or supply goods or services to the Industry Body, so long as that third party gives the Industry Body an undertaking that it will not use that information or those materials for any other purpose, and will destroy or return that information to the Industry Body once it is no longer required for that purposefor.

Permitted Use and Disclosure. Clause 8.2 will not prohibitThe Receiving Party may use and/or disclose Confidential Information to the extent that such disclosure is: (a) either party from using 11.2.1. made in response to a valid order of a court of competent jurisdiction or disclosing any information: (i) with other competent authority provided however that the express prior consent Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or authority or, if disclosed, be used only for the other partypurpose for which the order was issued; and provided further that if a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to License Agreement - The Medicines Company that information which is legally required to be disclosed in response to such court or governmental order; (ii) 11.2.2. made by the Receiving Party to a regulatory authority as required in connection with any Filing of an NDA; provided, however, that has become generally known reasonable measures will be taken to the public other than through a breach assure confidential treatment of the Agreementsuch information; (iii) that is 11.2.3. made by the Receiving Party to a patent authority as required in connection with any filing or came lawfully into its possession independently of its dealings with the other party, except where the receiving party knew or ought to have known that its receipt of the information resulted from a breach by another person of an obligation of confidence; and/or (iv) that it independently developed without reference to the other party’s Confidential Information; (b) either party disclosing information to: (i) its Personnel with a need to know, to be used to enable that party to perform its obligations or take the intended benefit of its rights under the Agreement, so long as the disclosing party informs such Personnel of the confidential nature of that information and makes a written record of doing soapplication for Patent Rights; or (ii) its professional advisors if such disclosure is necessary for the purposes of receiving professional advice and those professional advisors are subject to a duty of confidentiality that covers that information; (c) disclosure compelled by any statute or regulations, or any court order; (d) disclosure 11.2.4. made by the Service Provider Receiving Party to Third Parties as may be necessary or useful in connection with the development, manufacturing, marketing, use and sale of the Compound, Drug Product or the Product as contemplated by this Agreement, including subcontracting, sublicensing and distribution transactions in connection therewith, provided that any such Third Party has undertaken confidentiality and non-use obligations in all material respects equal to those undertaken by the Receiving Party hereunder with respect to the extent necessary Confidential Information disclosed by the Receiving Party to comply with it and the rules results of any exchange on which the securities of the Service Provider or any of its Related Companies are listed or quoted; (e) disclosure by the Industry Body of technical and/or operational information describing the Services and Deliverables, for the purpose of enabling a third party to offer or supply goods or services to the Industry Body, so long as that third party gives the Industry Body an undertaking that it will not use that information or those materials for any other purpose, and will destroy or return that information to the Industry Body once it is no longer required for that purposesuch activities.