Common use of 2Permitted Disclosures Clause in Contracts

2Permitted Disclosures. Notwithstanding Section 9.1.1, a Party may disclose Confidential Information (a) to Regulatory Authorities as reasonably needed to Develop and/or obtain or maintain Regulatory Approvals of the Licensed Products, (b) to its Sublicensees as reasonably needed to Develop and/or Commercialize the Licensed Products, under terms of confidentiality that are no less restrictive than those set forth in this Agreement (including, in the case of Licensor, to its agents, sublicensees, or partners for Commercialization of the Licensed Products outside the Territory), (c) to prospective Sublicensees, strategic partners, merger partners or acquirers, existing and potential investors and in each case, their respective professional advisors, in connection with evaluation and/or negotiation of possible sublicense, corporate partnering, merger, asset purchase or other similar transactions; provided, however, that any such disclosure shall be subject to a written confidentiality agreement with terms of non-disclosure no less restrictive than those set forth in this Agreement, or (d) as reasonably needed to conduct or defend any litigation relating to this Agreement, the Licensed Products or such Party’s rights hereunder. Furthermore, if the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdiction, the Receiving Party shall (i) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 9.1.2; and (ii) disclose only that portion of Confidential Information that is legally required to furnish; provided, however, that, in connection with such disclosure, the Receiving Party shall use Commercially Reasonable Efforts to obtain assurance that confidential treatment will be given with respect to such Confidential Information.

2Permitted Disclosures. Notwithstanding The confidentiality obligations contained in Section 9.1.112.1 (Confidential Information) shall not apply to the extent that: (a) the Receiving Party is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction; or (ii) to disclose information to any governmental agency to the extent necessary to obtain Regulatory Approvals for Licensed Products, provided in either case that the Receiving Party may shall provide written notice thereof to the other Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Receiving Party can demonstrate by competent and sufficient evidence that (i) the disclosed information was public knowledge at the time of such disclosure to the Receiving Party, or thereafter became public knowledge, other than as a result of actions of the Receiving Party in violation hereof; (ii) the disclosed information was rightfully known by the Receiving Party (as shown by its written records) prior to the date of disclosure to the Receiving Party by the other Party hereunder; (iii) the disclosed information was disclosed to the Receiving Party on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party; or (iv) the disclosed information was independently developed by the Receiving Party without use of or reliance on the Confidential Information disclosed by the other Party. In the event that the Receiving Party or its Receiving Parties, as applicable, deem it reasonably necessary to disclose Confidential Information (a) belonging to Regulatory Authorities as reasonably needed to Develop and/or obtain or maintain Regulatory Approvals of the Licensed Products, (b) to its Sublicensees as reasonably needed to Develop and/or Commercialize the Licensed Products, under terms of confidentiality that are no less restrictive than those set forth in this Agreement (including, in the case of Licensor, to its agents, sublicensees, or partners for Commercialization of the Licensed Products outside the Territory), (c) to prospective Sublicensees, strategic partners, merger partners or acquirers, existing and potential investors and in each case, their respective professional advisors, in connection with evaluation and/or negotiation of possible sublicense, corporate partnering, merger, asset purchase or other similar transactions; provided, however, that any such disclosure shall be subject to a written confidentiality agreement with terms of non-disclosure no less restrictive than those set forth in this Agreement, or (d) as reasonably needed to conduct or defend any litigation relating Disclosing Party pursuant to this Agreement, the Licensed Products or such Party’s rights hereunder. Furthermore, if the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdictionSection 12.2 (Permitted Disclosures), the Receiving Party shall (i) shall, to the extent possible, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 9.1.2; with reasonable advance notice of such disclosure and take reasonable measures (ii) disclose only that portion of Confidential Information that is legally required to furnish; providedincluding for example, however, that, in connection with such disclosurewhere appropriate, the Receiving Party shall use Commercially Reasonable Efforts filing of a redacted copy of this Agreement approved by both Parties) to obtain assurance that ensure confidential treatment will be given with respect to of such Confidential Informationinformation.

2Permitted Disclosures. Notwithstanding the provisions of Section 9.1.110.1 above and subject to Sections 10.3 and 10.4 below, a receiving Party hereto may disclose the disclosing Party’s Confidential Information to its Affiliates, Approved Subcontractors, licensees (awith respect to Bioprojet), permitted Sublicensees (with respect to Harmony) and any other Third Parties to Regulatory Authorities as the extent such disclosure is reasonably needed necessary to Develop and/or obtain exercise the rights granted to it, or maintain Regulatory Approvals reserved by it, under this Agreement, prosecuting or defending litigation, complying with applicable laws or regulations or the rules of any public stock exchange, submitting information to tax or other Governmental Authorities. If a receiving Party is required by applicable laws or regulations to make any such disclosure of the Licensed Productsdisclosing Party’s Confidential Information, (b) to its Sublicensees as reasonably needed the extent it may legally do so, it will give reasonable advance notice to Develop and/or Commercialize the Licensed Productsdisclosing Party of such disclosure and, under terms of confidentiality that are no less restrictive than those set forth in this Agreement (including, save to the extent inappropriate in the case of Licensorpatent applications or otherwise, shall use diligent efforts to secure confidential treatment of such Confidential Information of the disclosing Party prior to its agents, sublicensees, disclosure (whether through protective orders or partners for Commercialization otherwise). For any other disclosures of the Licensed Products outside the Territoryother Party’s Confidential Information, including to Affiliates, Approved Subcontractors, licensees (with respect to Bioprojet), permitted Sublicensees (cwith respect to Harmony) to prospective Sublicenseesand other Third Parties, strategic partners, merger partners or acquirers, existing and potential investors and in each case, their respective professional advisors, in connection with evaluation and/or negotiation of possible sublicense, corporate partnering, merger, asset purchase or other similar transactions; provided, however, a Party shall ensure that any such disclosure shall be subject to the recipient thereof is bound by a written confidentiality agreement with terms as materially protective of non-disclosure no less restrictive than those set forth in this Agreement, or (d) as reasonably needed to conduct or defend any litigation relating to this Agreement, the Licensed Products or such Party’s rights hereunder. Furthermore, if the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdictionand the disclosing Party as this Article 10. For clarity, the Receiving Party shall it is understood that (i) provide prompt written notice Bioprojet may use and disclose, in accordance with the foregoing, any Harmony Know-How provided to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 9.1.2; and (ii) disclose only that portion of Confidential Information that is legally required to furnish; provided, however, that, Bioprojet by Harmony in connection with such disclosurethe co-Development, Commercialization, Manufacturing, marketing, promotion and/or distribution of the Receiving Party shall Product(s) for the Bioprojet Territory and that Harmony may use Commercially Reasonable Efforts and disclose, in accordance with the foregoing, any Bioprojet Know-How provided to obtain assurance that confidential treatment will be given Harmony by Bioprojet in connection with respect to such Confidential Informationthe co-Development, Commercialization, Manufacturing, marketing, promotion and/or distribution of Product(s) for the Harmony Territory.

2Permitted Disclosures. Notwithstanding Section 9.1.1, a Each Party may disclose Confidential Information (a) to the extent that such disclosure is: 8.2. 1made by or on behalf of the receiving Party to the Regulatory Authorities as reasonably needed to Develop and/or obtain or maintain Regulatory Approvals of the Licensed Products, (b) to its Sublicensees as reasonably needed to Develop and/or Commercialize the Licensed Products, under terms of confidentiality that are no less restrictive than those set forth in this Agreement (including, in the case of Licensor, to its agents, sublicensees, or partners for Commercialization of the Licensed Products outside the Territory), (c) to prospective Sublicensees, strategic partners, merger partners or acquirers, existing and potential investors and in each case, their respective professional advisors, required in connection with evaluation and/or negotiation any filing, application or request for an approval or authorization of possible sublicense, corporate partnering, merger, asset purchase or other similar transactionsa Product; provided, however, that any reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 8.2. 2made by or on behalf of the receiving Party in response to a valid order of a Governmental Authority of competent jurisdiction or, if in the reasonable opinion of the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ receiving Party’s legal counsel, such disclosure shall be subject to a written confidentiality agreement is otherwise required by Applicable Law (including, for clarity, any disclosure required by Applicable Law on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or disclosure required by reason of filing with terms of non-disclosure no less restrictive than those set forth in this Agreement, or (d) as reasonably needed to conduct or defend any litigation relating to this Agreement, the Licensed Products or such Party’s rights hereunder. Furthermore, if the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdiction, the Receiving Party shall (i) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 9.1.2; and (ii) disclose only that portion of Confidential Information that is legally required to furnishsecurities regulators); provided, however, thatthat the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of any such order be held in confidence by such court or agency or, in connection with if disclosed, be used only for the purposes for which the order was issued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the Receiving receiving Party; and provided further that 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; 8.2. 3made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, enforcing or defending a Patent pursuant to the terms of this Agreement in a manner not inconsistent with Article 7; provided, however, that reasonable measures shall use Commercially Reasonable Efforts be taken to obtain assurance that assure confidential treatment will be given with respect of such information, to the extent such Confidential Information.protection is available;