Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each party hereto may disclose Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in complying with Applicable Laws, submitting information to any Governmental Entity (including any Tax authority of any jurisdiction), complying with the rules or regulations of any securities exchange to which such party is subject or otherwise exercising its rights hereunder; provided that, if the Receiving Party is legally required to make any disclosure of the Disclosing Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the Disclosing Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise), including, if applicable, by cooperating with the Disclosing Party in connection with any efforts by the Disclosing Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only to the extent that such disclosure is legally required and will use its reasonable efforts to have confidential treatment accorded to the disclosed information.

Permitted Use and Disclosures. Each party Party hereto may disclose Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party Party to the extent such use or disclosure is reasonably necessary in complying with Applicable Laws, applicable governmental regulations or otherwise submitting information to any Governmental Entity (including any Tax authority of any jurisdiction)tax or other governmental authorities, complying with the rules conducting clinical trials, or regulations of any securities exchange to which such party is subject making a permitted sublicense or otherwise exercising its rights hereunder; provided thatprovided, that if the Receiving a Party is legally required to make any such disclosure of the Disclosing other Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will shall (a) give reasonable advance notice to the Disclosing latter Party of such disclosure, (b) if such advance notice is not possible, provide notice of such disclosure immediately thereafter, (c) to the extent possible, minimize the extent of such disclosure, and will (d) save to the extent inappropriate in the case of patent applications, use its all reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise), including, if applicable, by cooperating with the Disclosing Party in connection with it being understood that any efforts by the Disclosing Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only information so disclosed shall otherwise remain subject to the extent that such limitations on use and disclosure is legally required and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationhereunder. [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Permitted Use and Disclosures. Each party Notwithstanding the provisions of Section 13.1 above, each Party hereto may use and disclose the other Party’s Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in to exercise the rights granted to it, or reserved by it, under this Agreement (including the right to grant sublicenses, as applicable), prosecuting or defending litigation, complying with Applicable Lawsapplicable governmental regulations, submitting information to any Governmental Entity tax or other governmental authorities (including any Tax authority of any jurisdictionwithout limitation the European Commission), complying or conducting clinical trials hereunder with the rules or regulations of any securities exchange respect to which such party is subject or otherwise exercising its rights hereunder; Products, provided that, that if the Receiving a Party is legally required to make any such disclosure of the Disclosing other Party’s Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, it will give reasonable advance notice to the Disclosing latter Party of such disclosure and and, save to the extent inappropriate in the case of patent applications or otherwise, will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party’s Confidential Information, includingincluding to Affiliates, if applicablelicensees, Subdistributors and other Third Parties, a Party shall ensure that the recipient thereof is bound by cooperating a written confidentiality agreement as materially protective of such Confidential Information as this Section 13. If the Party whose Confidential Information is to be disclosed has not filed a patent application with respect to such Confidential Information, it may require the Disclosing Party in connection with any efforts by the Disclosing other Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude delay the proposed disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only (to the extent that the disclosing Party may legally do so), for up to [***], to allow for the filing of such disclosure is legally required an application. This Section 13 shall not limit either Party’s right under Section 7.2.1 to use and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationdisclose Data.

Permitted Use and Disclosures. Each party Party hereto may use or disclose Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party Party or Results only to the extent such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder to the Party seeking to use or disclose Confidential Information, including: in filing or prosecuting patent applications; prosecuting or defending litigation; complying with Applicable Lawsapplicable governmental laws, regulations or court order or otherwise submitting information to any Governmental Entity (including any Tax authority of any jurisdiction)tax or other governmental authorities; optimizing a Product; conducting clinical trials; or making a permitted sublicense, complying with the rules or regulations of any securities exchange to which such party is subject or otherwise exercising its license rights hereunderexpressly granted by the other Party to it pursuant to the terms of this Agreement; provided that, that if the Receiving a Party is legally required to make any disclosure of the Disclosing Party’s Confidential Informationsuch disclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the Disclosing other Party of such disclosure and and, save to the extent inappropriate in the case of patent applications, will use its commercially reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise). Notwithstanding anything contrary in this Agreement, includingwithout advance notice to the other Party, if applicable, by cooperating either Party may make reports to or filings with the Disclosing Securities and Exchange Commission as it determines, based on advice of counsel, are reasonably necessary to comply with applicable laws and regulations, while limiting disclosure of Confidential Information to that which the Party in connection with any efforts reasonably believes is required to be disclosed by the Disclosing Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only to the extent that such disclosure is legally required applicable laws and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationregulations.

Permitted Use and Disclosures. Each party Notwithstanding the provisions of Section 11.1 above, each Party hereto may use and disclose the other Party’s Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in to perform its obligations or exercise the rights granted to it, or reserved by it, under this Supply Agreement (including the right to grant sublicenses, as applicable), prosecuting or defending litigation, complying with Applicable Lawsapplicable governmental regulations, submitting information to any Governmental Entity (including any Tax authority of any jurisdiction)tax or other governmental authorities, complying or conducting clinical trials hereunder with respect to the rules or regulations of any securities exchange to which such party is subject or otherwise exercising its rights hereunder; Existing Product, provided that, that if the Receiving a Party is legally required to make any such disclosure of the Disclosing other Party’s Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, it will give reasonable advance notice to the Disclosing latter Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party’s Confidential Information, includingincluding to Affiliates, if applicablelicensees, Subdistributors and other Third Parties, a Party shall ensure that the recipient thereof is bound by cooperating a written confidentiality agreement as materially protective of such Confidential Information as this Section 11. If the Party whose Confidential Information is to be disclosed has not filed a patent application with respect to such Confidential Information, it may require the Disclosing Party in connection with any efforts by the Disclosing other Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude delay the proposed disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only (to the extent that the disclosing Party may legally do so), for up to [***], to allow for the filing of such disclosure is legally required and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationan application.

Permitted Use and Disclosures. Each party hereto may disclose Confidential Information of the other party to its professional advisers (provided they have agreed affiliates, directors, employees, consultants, agents and other representatives to maintain accomplish the purposes of this Agreement, so long as such persons are under an obligation of confidentiality of such Confidential Information) and no less stringent than as set forth herein. Each party may use or disclose information Confidential Information disclosed to it by the other party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with Applicable Lawsapplicable law, governmental regulation or court order, submitting information to any Governmental Entity (including any Tax authority of any jurisdiction)tax or other governmental authorities, complying with the rules or regulations of any securities exchange to which such party is subject making a permitted sublicense or otherwise exercising its rights hereunder; provided thatprovided, however, that if the Receiving Party a party is legally required to make any such disclosure of the Disclosing Partyother party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance written notice to the Disclosing Party other party of such disclosure and and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). Each party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its affiliates, includingdirectors, if applicableemployees, by cooperating with consultants, agents and other representatives do not disclose or make any unauthorized use of the Disclosing Party in connection with other party’s Confidential Information. Each party shall promptly notify the other party upon discovery of any efforts by unauthorized use or disclosure of the Disclosing Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only to the extent that such disclosure is legally required and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationparty’s Confidential Information.

Permitted Use and Disclosures. Each party Party hereto may disclose Confidential Information to its professional advisers (provided they have agreed to maintain the confidentiality of such Confidential Information) and use or disclose information disclosed to it by the other party Party to the extent such use or disclosure is reasonably necessary in complying with Applicable Laws, applicable governmental regulations or otherwise submitting information to any Governmental Entity (including any Tax authority of any jurisdiction)tax or other governmental authorities, complying with the rules conducting clinical trials, or regulations of any securities exchange to which such party is subject making a permitted sublicense or otherwise exercising its rights hereunder; provided thatprovided, that if the Receiving a Party is legally required to make any such disclosure of the Disclosing other Party’s 's Confidential Information, other than pursuant to a confidentiality agreement, it will shall (a) give reasonable advance notice to the Disclosing latter Party of such disclosure, (b) if such advance notice is not possible, provide notice of such disclosure immediately thereafter, (c) to the extent possible, minimize the extent of such disclosure, and will (d) save to the extent inappropriate in the case of patent applications, use its all reasonable efforts to secure confidential treatment of such information *****REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. prior to its disclosure (whether through protective orders or otherwise), including, if applicable, by cooperating with the Disclosing Party in connection with it being understood that any efforts by the Disclosing Party to obtain a protective order or other appropriate remedy concerning such disclosure. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, then the Receiving Party will make such disclosure only information so disclosed shall otherwise remain subject to the extent that such limitations on use and disclosure is legally required and will use its reasonable efforts to have confidential treatment accorded to the disclosed informationhereunder.