Common use of Written Assurances and Permitted Uses of Confidential Information Clause in Contracts

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on the Research Program, of the obligations of confidentiality specified in Section 6.1 and all such persons shall be bound by the terms of confidentiality set forth therein. (b) The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (c) To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising its rights under this Agreement, DPC may disclose Confidential Information to its Affiliates, licensees and sublicensees on a need-to-know basis on condition that such Affiliates, licensees and parent companies agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any Product. (e) The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 shall be treated by each Party as Confidential Information of the other Party. (f) If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on the Research Program, of the obligations of confidentiality specified in Section 6.1 and all such persons shall be bound by the terms of confidentiality set forth therein. (b) The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (cb) To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising its rights under this Agreement, DPC the Parties may disclose Confidential Information to its Affiliates, licensees and sublicensees their Affiliates on a need-to-know basis on condition that such Affiliates, licensees and parent companies Affiliates agree to keep the Confidential Information confidential for the same time periods and to the same "extent as DPC the Party is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any Product. (ec) The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 5.2 shall be treated by each Party as Confidential Information of the other Party. (fd) If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on the Research Program, of the obligations of confidentiality specified in Section 6.1 and all such persons shall be bound by the terms of confidentiality set forth therein. (b) 7.5.1 The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, ; provided however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (c) To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising its rights under this Agreement, DPC may disclose Confidential Information to its Affiliates, licensees and sublicensees on a need-to-know basis on condition that such Affiliates, licensees and parent companies agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any Product. (e) 7.5.2 The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 7.5 shall be treated by each Party as Confidential Information of the other Party. (f) 7.5.3 If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party Party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.

Written Assurances and Permitted Uses of Confidential Information. (a) 6.2.1 Each Party shall will inform its employees and consultants who perform substantial work on the Research Program, under this Agreement of the obligations of confidentiality specified in Section 6.1 6.1, and all such persons shall will be bound by the terms obligations of confidentiality substantially similar to those set forth thereinherein. (b) The Receiving 6.2.2 Each Party may disclose Confidential Information of the other Party to the extent necessary to comply with applicable governmental regulations and/or submitting information to tax or other governmental authorities, or to the extent the Receiving receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided provided, however, that in such case the Receiving receiving Party shall immediately will give prompt notice to the Disclosing other Party so that the Disclosing other Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving receiving Party shall will disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (c) 6.2.3 To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising exercise its rights under this Agreement, DPC either Party may use the Confidential Information of the other Party and may disclose such Confidential Information to its Affiliates, licensees officers, employees, consultants, outside contractors, agents, clinical investigators, Sublicensees, potential Sublicensees, financial investors, attorneys and sublicensees on others that have a need-to-need to know basis the Confidential Information in order for the receiving Party to exercise its rights and perform its obligations under this Agreement, on condition that those individuals and entities to whom the receiving Party discloses such Affiliates, licensees and parent companies Confidential Information agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC such Party is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees , and 3DP may disclose such Confidential Information to government or other any regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any ProductRegulatory Approval. (e) 6.2.4 The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 shall will be treated by each Party as Confidential Information of the other Party. (f) Party and may be disclosed solely as permitted under this Article 6. For clarity, either Party will have the right to disclose this Agreement to the extent required by applicable law or regulation, including filing this Agreement with the United States Securities and Exchange Commission. If a Party discloses this Agreement because it is required to make any disclosure of the other Party's Confidential Informationby law, it will give the other Party at least thirty (30) days written[**] advance notice, advance notice where possible, of the scope of the Agreement to be disclosed with any proposed redactions so that the latter other Party will have an opportunity to comment. To the extent the receiving Party reasonably requests the redaction of any information in the Agreement, the disclosing Party will delete such disclosure requirement. If a Party information unless, in the opinion of the disclosing Party’s legal counsel, such information is legally required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintainedfully disclosed.

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on If, in the Research Program, opinion of the obligations Receiving Party’s counsel, any of confidentiality specified in Section 6.1 and all such persons shall the Disclosing Party’s Confidential Infomlation is required to be bound by the terms of confidentiality set forth therein. (b) The Receiving Party may disclose Confidential Information disclosed pursuant to the extent the Receiving Party is compelled to disclose such information by a law, regulation, or court or other tribunal of competent jurisdictionorder, provided however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party so that prompt, written notice in order to allow the Disclosing Party may seek a to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy from said court is obtained, or tribunal. In any eventthe Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party shall disclose will furnish only that portion of the Confidential Information thatInformation, in the opinion of its legal counsel, which Receiving Party is advised by counsel is legally required. (b) VIA may disclose Xxxxxx’x Confidential Information to Regulatory Authorities in connection with regulatory filings related to Licensed Products, but shall limit such disclosure to the extent possible to only that portion of the Confidential Information, which is required to be disclosed and will exercise shall use commercially reasonable efforts to ensure that any such information so disclosed will be accorded obtain confidential treatment by said court or tribunalthereof. (c) To VIA shall be permitted to disclose the extent it is reasonably necessary or appropriate terms of the Agreement to fulfill its obligations potential Sublicensees, investors, underwriters, financing sources and exercising its rights their advisors (“Recipient(s)”), subject to such Recipients entering into a confidentiality agreement at least as restrictive as required under this Agreement. Notwithstanding the provisions of Section 8.1, DPC if VIA is not able to enter into a confidentiality agreement with Recipient(s) for a period of seven years it may disclose Confidential Information to its Affiliates, licensees and sublicensees on enter into a need-to-know basis on condition confidentiality agreement with Recipients that such Affiliates, licensees and parent companies agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any Product. (e) The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 shall be treated by each Party as Confidential Information of the other Party. (f) If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production five years from the date of documents in litigation or similar alternative dispute resolution proceedings, entering into such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintainedconfidentiality agreement.

Written Assurances and Permitted Uses of Confidential Information. (a) 7.2.1 Each Party shall inform its employees and consultants who perform substantial work on the Research Program, Program of the obligations of confidentiality specified in Section 6.1 7.1, and all such persons shall be bound by the terms obligations of confidentiality substantially similar to those set forth thereinherein. (b) 7.2.2 The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided provided, however, that in such case the Receiving Party shall immediately give notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (c) 7.2.3 To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising exercise its rights under this Agreement, DPC either Party may disclose Confidential Information to its Affiliates, licensees and sublicensees Affiliates on a need-to-know basis on condition that such Affiliates, licensees and parent companies Affiliates agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC such Party is required to keep the Confidential Information confidential under this Agreement. (d) DPC or its licensees , and 3DP may disclose such Confidential Information to government or other any regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents covering any 3DP Compound, Derivative Compound or Product or authorizations to conduct clinical trials with and to commercially market any ProductRegulatory Approval. (e) 7.2.4 The existence and the terms and conditions of this Agreement which the Parties have not specifically agreed to disclose pursuant to this Section 6.2 7.2 shall be treated by each Party as Confidential Information of the other Party. (f) 7.2.5 If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, 30 days' advance written notice to the latter other Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including including, but not limited to to, submitting information to tax authorities or to comply complying with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party Party may make such disclosure disclosure, provided that it gives prompt notice to the other Party, and provided that it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on the Research Program, under this Agreement of the obligations of confidentiality specified in Section 6.1 7.1, and all such persons shall be bound by the terms obligations of confidentiality substantially similar to those set forth thereinherein. (b) The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided provided, however, that in such case the Receiving Party shall immediately give prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (c) To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising exercise its rights under this Agreement, DPC either Party may disclose Confidential Information to its Affiliates, licensees Affiliates and sublicensees (including potential sublicensees) on a need-to-know basis on condition that such Affiliates, licensees Affiliates and parent companies sublicensees agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC such Party is required to keep the Confidential Information confidential under this Agreement, and to any regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to To the extent that disclosure of Licensor Confidential Information is to consultants, contract research organizations, potential clinical trial sites, clinical trial sites, clinical investigators, subcontractors of any of the foregoing and any other necessary Third Parties who are or are anticipated to become directly involved in the design and conduct of a Clinical Trial, the data safety monitoring and advisory board relating to such disclosure is reasonably necessary Clinical Trial, and regulatory agencies such as the FDA, EMA or other health authorities working with the sponsor of such Clinical Trial, Licensee shall use commercially reasonable efforts to obtain patents covering a confidentiality period of five (5) years following the expiration or earlier termination of any 3DP Compoundconsultancy agreement, Derivative Compound confidential disclosure agreement, clinical trial agreement or Product or authorizations to any other agreement necessary for the design and conduct clinical trials with of a Clinical Trial and to commercially market any Productanalysis and interpretation of data obtained in such Clinical Trial. (e) The existence and the terms and conditions of this Agreement which that the Parties have not specifically agreed to disclose pursuant to this Section 6.2 7.2 shall be treated by each Party as Confidential Information of the other Party. (f) If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.

Written Assurances and Permitted Uses of Confidential Information. (a) Each Party shall inform its employees and consultants who perform substantial work on the Research Program, under this Agreement of the obligations of confidentiality specified in Section 6.1 6.1, and all such persons shall be bound by the terms obligations of confidentiality substantially similar to those set forth thereinherein. (b) The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to disclose such information by a court or other tribunal of competent jurisdiction, provided provided, however, that in such case the Receiving Party shall immediately give prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. (c) To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising exercise its rights under this Agreement, DPC either Party may disclose Confidential Information to its Affiliates, licensees Affiliates and sublicensees (including potential sublicensees) on a need-to-know basis on condition that such Affiliates, licensees Affiliates and parent companies sublicensees agree to keep the Confidential Information confidential for the same time periods and to the same extent as DPC such Party is required to keep the Confidential Information confidential under this Agreement, and to any regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval. (d) DPC or its licensees and 3DP may disclose such Confidential Information to government or other regulatory authorities to To the extent that disclosure of RespiVert Confidential Information is to consultants, contract research organizations, potential clinical trial sites, clinical trial sites, clinical investigators, subcontractors of any of the foregoing and any other necessary Third Parties who are or are anticipated to become directly involved in the design and conduct of a Clinical Trial, the data safety monitoring and advisory board relating to such disclosure is reasonably necessary Clinical Trial, and regulatory agencies such as the FDA, EMA or other health authorities working with the sponsor of such Clinical Trial, Pulmatrix shall use Commercially Reasonable Efforts to obtain patents covering a confidentiality period of five (5) years following the expiration or earlier termination of any 3DP Compoundconsultancy Agreement, Derivative Compound confidential disclosure Agreement, clinical trial Agreement or Product or authorizations to any other Agreement necessary for the design and conduct clinical trials with of a Clinical Trial and to commercially market any Productanalysis and interpretation of data obtained in such Clinical Trial. (e) The existence and the terms and conditions of this Agreement which that the Parties have not specifically agreed to disclose pursuant to this Section 6.2 shall be treated by each Party as Confidential Information of the other Party. (f) If a Party is required to make any disclosure of the other Party's Confidential Information, it will give at least thirty (30) days written, advance notice to the latter Party of such disclosure requirement. If a Party is required to disclose Confidential Information to comply with applicable laws or governmental regulations, including but not limited to submitting information to tax authorities or to comply with any discovery or similar request for production of documents in litigation or similar alternative dispute resolution proceedings, such party may make such disclosure provided it gives prompt notice to the other Party, and provided it makes all reasonable efforts to comply with all administrative or other procedures or to establish a reasonable protective or similar order under which the confidential nature of the information will be maintained.