Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. (i) Notwithstanding the provisions any other provision of Section 5.1 or 5.2this Agreement, either each Obligated Party may disclose Confidential Information or make such a disclosure of the existence Owning Party: (a) in response to a valid, competent and binding order of and/or terms a Governmental Entity; (b) if required by law or regulation; provided, however, that in the case of this Agreement (a) and (b) the Obligated Party shall first have, to any […***…]; provided thatthe extent legally permitted, in each casegiven reasonable prior notice to the Owning Party of such pending disclosure and shall have, to extent reasonably requested by and at the sole expense of the Owning Party, made a reasonable effort to obtain a protective order, or to cooperate with the Owning Party’s efforts, as applicable, to obtain a protective order limiting the extent of such recipient of disclosure and requiring that the Confidential Information is obligated so disclosed be used only for the purposes for which such order was issued or as required by such law or regulation; (c) to keep such information confidential on terms no less stringent than those set forth the extent and to the Persons required by rules of any applicable stock exchange or securities regulatory authority; or (d) as necessary to prosecute or defend litigation, including litigation between the Parties, or otherwise establish rights or enforce obligations pursuant to procedures, if any, described in this Agreement, but only to the extent that any such disclosure is necessary for such purposes. FurthermoreNotwithstanding the preceding sentence or Section 10(c) hereof, Licensee agrees that Licensor may share a copy either Party shall be free to disclose, without the other Party’s prior consent, the existence of this Agreement, reports the identity of the other Party and notices provided by Licensee to Licensor pursuant other information relating to the terms of this Agreement, and copies of sublicense agreements provided to Licensor transactions contemplated hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed under applicable securities laws and only other Applicable Law. Any Obligated Party (and any employee, representative, or other agent of any Obligated Party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided however, that no Obligated Party will be permitted to disclose such tax treatment or tax structure to the extent required by lawthat such disclosure would constitute a violation of Applicable Law. For the purposes of this Section 10(b), (y) the “tax treatment” of a transaction means the purported or claimed federal, provincial or state income tax treatment of the transaction, and (z) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal, provincial or state income tax treatment of the transaction. Thus, for the avoidance of doubt, the Obligated Parties acknowledge and agree that the tax treatment and tax structure of any transaction does not include the name of any Owning Party to a transaction or any sensitive business information (including the name and other specific information about any Owning Party’s intellectual property or other proprietary assets) unless such information may be related or relevant to the purported or claimed federal income tax treatment of the transaction.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2foregoing, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the neither Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the (nor their representatives, as applicable) will be precluded from disclosing Confidential Information of the Disclosing Party or to the existence of or terms of this Agreement to any governmental authority, extent the Receiving Party shall promptly notify is required to do so in response to a valid order by a Governmental Authority, or to the extent it reasonably believes, on the basis of advice from outside counsel, that it is required to disclose such Confidential Information by Law, or to the extent necessary to establish its rights under this Agreement; provided, however, that, in the event a Receiving Party believes it is so required to disclose another the Disclosing Party’s Confidential Information, it will promptly provide written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or other remedy with respect action as it deems appropriate to narrowing the scope of prevent or limit such requirement and/or waive compliance by disclosure, and the Receiving Party required to make the disclosure will use its reasonable efforts to preserve the confidentiality of the Disclosing Party’s Confidential Information, including by cooperating with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective to obtain an appropriate order or other remedyreliable assurance of confidential treatment. If, in the absence of such protective order or other remedyIn any event, the Receiving Party is nonetheless required by law to make the disclosure may disclose the existence of or terms of this Agreement or other Confidential Information only that portion of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the ’s Confidential Information that is legally required to be disclosed disclosed. Notwithstanding the foregoing, if any Party (or an Affiliate of such Party) is required to include a copy of this Agreement as an exhibit to any current or periodic report filed with the U.S. Securities and only Exchange Commission, such Party (or its Affiliate) may make such filing without the prior written consent of any other Party as long as it seeks (or causes its Affiliate to seek) confidential treatment of any portions of this Agreement that, in the extent required by lawopinion of such filing Party, contain confidential or competitively sensitive information, regardless of whether such treatment is obtained.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than substantially similar to those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyReGenX Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party Party, at the Disclosing Party’s expense, with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2Except as expressly provided otherwise in this Agreement, either each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing other Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authorityit will, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. Ifexcept where impracticable for necessary disclosures (for example, in the absence event of medical emergency), give reasonable advance notice to the other Party of such protective order or other remedydisclosure requirement and, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information in each of the Disclosing Partyforegoing, the Receiving Party may disclose will use its reasonable efforts to secure confidential treatment of such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct the REGENXBIO Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement, under confidentiality. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a security exchange, to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation or rules of a security exchange, to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding Section 9.1, the provisions of Section 5.1 or 5.2, either Receiving Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided thatInformation, in each casewithout violating its obligations under Article 9, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms extent the disclosure is required by a valid order of this Agreementa court or other governmental body having jurisdiction; provided, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event however, that the Receiving Party receives service gives reasonable prior written notice to the Disclosing Party of legal process such required disclosure and makes a reasonable effort to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that purports the Confidential Information so disclosed be used only for the purposes for which the law or regulation requires, or for which the order was issued, and thereafter discloses only the minimum Confidential Information required to compel disclosure of be disclosed in order to comply, whether or not a protective order or other similar order is obtained by the Disclosing Party’s Confidential Information or becomes obligated by law . The Receiving Party will limit access to disclose the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know in connection with such party’s performance of its obligations under this Agreement and who are bound by obligations of confidentiality and non-use consistent with and at least as stringent as those set forth herein. Notwithstanding the existence foregoing, Xxxxxx shall be permitted to disclose Client Product information to third party developmental and analytical service providers who are permitted subcontractors hereunder and who have a need to know such information in connection with performance of or terms its obligations hereunder, provided such providers shall be subject to and bound by obligations of confidentiality and non-use consistent with and at least as stringent as those set forth herein. No provision of this Agreement shall be construed so as to preclude the use or disclosure of Confidential Information as may be reasonably necessary for Client to secure any regulatory or governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order approvals or other remedy licenses with respect to narrowing the scope Client Product, or of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order either party to obtain patents related to its Inventions and Intellectual Property, or other remedy. Ifto limit either party’s ownership of, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law ability to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by lawuse its Intellectual Property.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may The receiving party will be authorized to disclose Confidential Information only to its employees, contractors, agents, directors, officers, professional legal advisers, Affiliates or make such subcontractors with a disclosure need to know (“Authorized Parties”) and who are bound by confidentiality obligations with the receiving party at least as protective as the terms stated in this Section 7. Each party will be responsible for any Authorized Party’s noncompliance with its confidentiality obligations and will only disclose Confidential Information to any third party other than an Authorized Party upon the prior written consent of the existence of and/or terms of this Agreement disclosing party. Notwithstanding the foregoing, the receiving party is authorized to any […***…]; provided that, in each case, such recipient of disclose Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth as required by applicable law in this Agreement. Furthermoreaccordance with a valid order issued by a court or government agency or relevant regulatory authority (including a stock exchange), Licensee agrees provided that Licensor may share a copy of this Agreementthe receiving party, reports and notices provided by Licensee to Licensor pursuant where allowed under applicable law, provides: (i) prior written notice to the terms disclosing party of this Agreement, such obligation; and copies (ii) the opportunity for the other party to oppose such disclosure. The confidentiality obligations of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors each party will survive three (3) years following the expiration or termination of the Licensed TechnologyAgreement or any Order, whichever occurs later. In Upon such termination or expiration, each party, if so requested by the event that other party, will cease all use of or destroy the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Partyother party’s Confidential Information (including any copies thereof) in the receiving party’s possession, custody, or becomes obligated by law control, provided that the receiving party may keep archival copies due to disclose mandatory retention laws, for regulatory purposes or to enforce its rights, subject to the Confidential Information of confidentiality obligations as stated in this Section 7. Notwithstanding the Disclosing Party or the existence of or terms of foregoing, any trade secrets disclosed under this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance be held in confidence by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose receiving party for: (i) as long as such Confidential Information without liability hereunderremains the disclosing party’s trade secret under applicable law; provided that the Receiving Party shall furnish only or (ii) until such portion Confidential Information falls under one of the Confidential Information that is legally required to be disclosed and only exceptions to the extent required by lawconfidentiality obligations specified in this Section 7.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, subject to the terms of this Agreement, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyREGENXBIO Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a security exchange to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation, or rules of a security exchange to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, then the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyReGenX Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyReGenX Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder hereunder, with any of Licensor’s direct the REGENXBIO Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement, under confidentiality. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a security exchange, to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation or rules of a security exchange, to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, then the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyPatents. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreementherein. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided by Licensee to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyPatents. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED obligated by law to disclose the Confidential Information of the Disclosing other Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing PartyAgreement, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder hereunder, with any of Licensor’s direct the ReGenX Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyPatents. In the event l that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information 1 or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than substantially similar to those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyReGenX Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party Party, at the Disclosing Party’s expense, with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyPatents. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]*; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed TechnologyREGENXBIO Licensors. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a security exchange to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation or rules of a security exchange to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.29.1 and subject to this Section 9.3 and Section 9.4, either each Party hereto may use and disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing other Party to its employees, agents or consultants and its Affiliates, licensees, sublicensees, and any other Third Parties to the existence of extent such use and/or disclosure is reasonably necessary to exercise the rights granted to it, under this Agreement, filing or terms of this Agreement prosecuting Patents, prosecuting or defending litigation, complying with applicable governmental laws or regulations, submitting information to tax or other governmental authorities or conducting clinical trials hereunder with respect to any governmental authorityProtein Product. If a Party is required by law, administrative or judicial order to disclose Confidential Information of the Receiving Party shall promptly notify the Disclosing other Party, such Party will give the other Party prompt notice of such fact so that the Disclosing other Party may seek an appropriate obtain a protective order or other appropriate remedy with respect to narrowing the scope of concerning any such requirement disclosure and/or waive compliance by the Receiving Party with the non-disclosure provisions of this Agreement. The Receiving Each Party will provide fully cooperate with the Disclosing other Party in connection with reasonable assistance in obtaining the other Party’s efforts to obtain any such protective order or other remedy. If, in the absence of If any such protective order or other remedyremedy does not fully preclude disclosure or the Party having rights to such Confidential Information waives such compliance, the Receiving Party required to make such disclosure as set forth under this Section 9.3 may make such disclosure only to the extent that such disclosure is nonetheless required by law to disclose the existence legally required; provided that such Confidential Information disclosed accordingly shall only lose its confidentiality protection for purposes of or terms such disclosure. For any other permitted disclosures of this Agreement or other Confidential Information of the Disclosing other Party, including to a Party’s employees, agents or consultants or its Affiliates, licensees, or any other Third Parties, each Party shall ensure, where practicable, that the Receiving Party may disclose recipient thereof is bound by a written confidentiality agreement as materially protective of such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by lawas this Article 9.

Authorized Disclosure. Notwithstanding the provisions foregoing, each of Section 5.1 or 5.2, either Party RIB-X and WAKUNAGA may disclose Confidential Information or make such a disclosure of the existence of and/or terms Disclosing Party to a Third Party to the extent such disclosure is reasonably necessary to exercise the rights granted to or retained by it under this Agreement, or to conduct clinical trials as permitted hereunder with respect to Products or in prosecuting patent applications, or prosecuting or defending litigation, or Portions of this Agreement to any Exhibit, indicated by the xxxx “[…***…]; provided that, in each case, such recipient ,” were omitted and have been filed separately with the Secretary of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor the Commission pursuant to the terms of this Agreement, and copies of sublicense agreements provided Registrant’s application requesting confidential treatment pursuant to Licensor hereunder with any of Licensor’s direct and indirect licensors Rule 406 of the Licensed TechnologySecurities Act of 1933, as amended. In to the event extent required to comply with applicable governmental regulations, the requirements of a tax authority, Regulatory Authority or other governmental entity; provided, that the Receiving if a Party receives service of legal process that purports is required by law to compel make any such disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law Information, to disclose the Confidential Information of extent it may legally do so, it will give reasonable (under the circumstances) advance notice to the Disclosing Party of such disclosure so as to permit the Disclosing Party to secure, if it so desires, confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). If the existence of or terms of this Agreement Disclosing Party has not filed a patent application with respect to any governmental authoritysuch Confidential Information, it may require the Receiving Party shall promptly notify to delay the Disclosing Party, so that proposed disclosure (to the extent the Disclosing Party may seek an appropriate protective order or other remedy with respect legally do so), for up to narrowing ninety (90) days, to allow for the scope filing of such requirement and/or waive compliance an application; provided, that if a disclosure is required by law or order and such a delay is not possible, the Receiving Party with Parties shall cooperate to restrict or delay disclosure to the provisions extent possible in order to allow for the filing of such an application or the securing of other protection for such Confidential Information. Further, WAKUNAGA retains a right to disclose to Xxxxxx any part of Confidential Information including contents of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed but within and only to the extent of necessity to obtain Xxxxxx’x consent as set forth in Section 2.5 hereof or as otherwise required by law[***], subject to Xxxxxx’x agreement to maintain such information as confidential, and provided that RIB-X shall be given prior notice of the nature and content of any such disclosure to Xxxxxx.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party The receiving party may disclose Confidential Information only to its employees, contractors, agents, directors, officers, professional legal advisors, Affiliates, suppliers or make such subcontractors with a disclosure need to know and who are bound by confidentiality obligations at least as protective as the terms stated in this Section 9 (collectively, the “Authorized Parties”). Each party is responsible for their Authorized Party’s breach of this Section 9. The receiving party may disclose Confidential Information to persons other than an Authorized Party upon the prior written consent of the existence disclosing party. Notwithstanding the foregoing, the receiving party is authorized to disclose Confidential Information as required by applicable law in accordance with a valid order issued by a court, government agency or relevant regulatory or listing exchange authority, provided that the receiving party, where allowed under applicable law, provides: (i) prior written notice to the disclosing party of such obligation; and (ii) the opportunity for the other party to oppose such disclosure. The confidentiality obligations of each party will survive three years following the expiration or termination of the Order, whichever occurs later. Upon such termination or expiration, the receiving party, upon request of the disclosing party, will cease all use of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to destroy the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Partydisclosing party’s Confidential Information (including any copies thereof) in the receiving party’s possession, custody, or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authoritycontrol, the Receiving Party shall promptly notify the Disclosing Party, so provided that the Disclosing Party receiving party may seek an appropriate protective order keep archival copies due to mandatory retention laws, for regulatory purposes or other remedy with respect to narrowing enforce its rights, subject to the scope of such requirement and/or waive compliance confidentiality obligations as stated in this Section 9. Notwithstanding the foregoing, any trade secrets disclosed hereunder shall be held in confidence by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose receiving party for: (i) as long as such Confidential Information without liability hereunderremains the disclosing party’s trade secret under applicable law; provided that the Receiving Party shall furnish only or (ii) until such portion Confidential Information falls under one of the Confidential Information that is legally required to be disclosed and only exceptions to the extent required by lawconfidentiality obligations specified in this Section.

Authorized Disclosure. Notwithstanding Subject to applicable law, the provisions of Section 5.1 or 5.2, either Party may receiving party will be authorized to disclose Confidential Information only to its employees, contractors, agents, directors, officers, professional legal advisers, Affiliates or make such subcontractors with a disclosure need to know (“Authorized Parties”) and who are bound by confidentiality obligations with the receiving party at least as protective as the terms stated in this Section 11. Each party will be responsible for any Authorized Party’s noncompliance with its confidentiality obligations and will only disclose Confidential Information to any third party other than an Authorized Party upon the prior written consent of the existence of and/or terms of this Agreement disclosing party. Notwithstanding the foregoing, the receiving party is authorized to any […***…]; provided that, in each case, such recipient of disclose Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth as required by applicable law in this Agreement. Furthermoreaccordance with a valid order issued by a court or government agency or relevant regulatory authority (including a stock exchange), Licensee agrees provided that Licensor may share a copy of this Agreementthe receiving party, reports and notices provided by Licensee to Licensor pursuant where allowed under applicable law, provides: (i) prior written notice to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope disclosing party of such requirement and/or waive compliance by obligation; and (ii) the Receiving Party with opportunity for the provisions of this Agreementother party to oppose such disclosure. The Receiving Party confidentiality obligations of each party will provide survive three (3) years following the Disclosing Party with reasonable assistance in obtaining such protective order expiration or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms termination of this Agreement or any Order, whichever occurs later. Upon such termination or expiration, each party, if so requested by the other party, will cease all use of or destroy the other party’s Confidential Information of (including any copies thereof) in the Disclosing Partyreceiving party’s possession, custody, or control, provided that the Receiving Party receiving party may disclose keep archival copies due to mandatory retention laws, for regulatory purposes or to enforce its rights, subject to the confidentiality obligations as stated in this Section 11. Notwithstanding the foregoing, any trade secrets disclosed under this Agreement shall be held in confidence by the receiving party for: (i) as long as such Confidential Information without liability hereunderremains the disclosing party’s trade secret under applicable law; provided that the Receiving Party shall furnish only or (ii) until such portion Confidential Information falls under one of the Confidential Information that is legally required to be disclosed and only exceptions to the extent required by lawconfidentiality obligations specified in this Section.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary for complying with Applicable Laws, including regulations promulgated by securities exchanges, provided that the Party required to disclose such information promptly notifies the Disclosing Party prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or make such a disclosure of to otherwise limit disclosure. Each Receiving Party may disclose the existence of and/or terms of this Agreement other Party’s Confidential Information to any […***…]; provided thatits Representatives, in each case, case (a) only to the extent such recipient of Persons need to know the Confidential Information is obligated solely in connection with the performance of this Agreement, and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to keep such information confidential on terms no less stringent than those set forth in this AgreementArticle 9 prior to any such disclosure and the Party making such disclosure to such Person will be liable to the other Party for any breach of such obligations by such disclosee (provided that a Party’s Representative(s) will only be bound by the obligations set forth in this Article 9 to the extent that such Representative(s) actually receives such Confidential Information). Furthermore, Licensee agrees that Licensor Each Party may share a copy also disclose the material terms of this Agreement and updates regarding the Development and Commercialization progress of Products under this Agreement, reports or a summary of such Party’s findings during its due diligence investigation of the Products (if applicable) to any bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner without the consent of the other Party, and notices provided that in connection with such disclosure, each disclosee must be bound by Licensee obligations of confidentiality and non-use at least as stringent as an equivalent in scope to Licensor pursuant those set forth in this ARTICLE 10 prior to any such disclosure and the Party making such disclosure to such disclosee will be liable to the terms other Party for any breach of this Agreementsuch obligations by such disclosee. Notwithstanding anything in the foregoing to the contrary, the Development Plans, and copies of sublicense agreements all reports, results, data or other information provided to Licensor hereunder with any Blackstone by or on behalf of LicensorAlnylam constitute Alnylam’s direct Confidential Information, and indirect licensors of Alnylam may disclose the Licensed TechnologyDevelopment Plans to Third Parties as determined by Alnylam in its sole discretion. For clarity, nothing in this Section 9.2 shall limit a Party from disclosing or otherwise exploiting its own Confidential Information. In the event that the Receiving any event, each Party receives service of legal process that purports agrees to compel take all reasonable action to avoid unauthorized use or disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing other Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary for complying with Applicable Laws, including regulations promulgated by securities exchanges, provided that the Party required to disclose such information promptly notifies the Disclosing Party prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or make such a to otherwise limit disclosure and this section does not permit the disclosure of any information under section 275(4) of the existence Australian PPSA, unless section 275(7) of and/or terms the Australian PPSA applies. Each Receiving Party may disclose the other Party’s Confidential Information to its Representatives (and, in the case of this Agreement Investor, to any […***…]; provided thatthe Launch Investors), in each case, case (a) only to the extent such recipient of Persons need to know the Confidential Information is obligated solely in connection with the performance of this Agreement, and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports Article 9 prior to any such disclosure and notices provided by Licensee the Party making such disclosure to Licensor pursuant such Person will be liable to the other Party for any breach of such obligations by such disclosee (provided that a Party’s Representative or an Launch Investor will only be bound by the obligations set forth in this Article 9 to the extent that such Representative or Launch Investor actually receives such Confidential Information). Each Party may also disclose the material terms of this AgreementAgreement and updates regarding the Development and Commercialization progress of the Product, or a summary of such Party’s findings during its due diligence investigation of the Product (if applicable) to any bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner (including, in the case of Investor, any Investor Investor) without the consent of the other Party, and copies provided that in connection with such disclosure, each disclosee must be bound by obligations of sublicense agreements provided confidentiality and non-use at least as stringent as an equivalent in scope to Licensor hereunder with those set forth in this Article 9 prior to any such disclosure and the Party making such disclosure to such disclosee will be liable to the other Party for any breach of Licensorsuch obligations by such disclosee. Notwithstanding anything in the foregoing to the contrary, Exhibit K constitutes Opthea’s direct Confidential Information, and indirect licensors of the Licensed TechnologyOpthea may disclose Exhibit K to Third Parties as determined by Opthea in its sole discretion. In the event that the Receiving any event, each Party receives service of legal process that purports agrees to compel take all reasonable action to avoid unauthorized use or disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing other Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary for complying with Applicable Laws, including regulations promulgated by securities exchanges, provided that the Party required to disclose such information promptly notifies the Disclosing Party prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or make to otherwise limit disclosure. Each Receiving Party may disclose the other Party’s Confidential Information to its Affiliates, employees, agents, advisors, and independent contractors (including Permitted Third Parties) engaged by such a disclosure of Receiving Party, in each case (a) only to the existence of and/or terms extent such Persons need to know the Confidential Information solely in connection with the performance of this Agreement to any […***…]; and (b) provided that, in that each case, such recipient of Person receiving Confidential Information is obligated must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports Article 10 prior to any such disclosure and notices provided by Licensee the Party making such disclosure to Licensor pursuant such Person shall be liable to the terms other Party for any breach of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technologysuch obligations by such disclosee. In the event that the Receiving Each Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to may also disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or material terms of this Agreement or provide a copy of this Agreement or a summary of such Party’s findings during its due diligence investigation of the Products (if applicable) to any bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner (“Financial Partner”) listed on Exhibit H without consent of the other Party, or other Financial Partners with the prior written consent of the other Party, and provided that in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to those set forth in this Article 10 prior to any such disclosure and the Party making such disclosure to such disclosee shall be liable to the other Party for any breach of such obligations by such disclosee. Notwithstanding anything in the foregoing to the contrary, Exhibit D constitutes Apellis’ Confidential Information and not SFJ’s Confidential Information, and Apellis may disclose Exhibit D to Third Parties as determined by Apellis in its sole discretion. In any event, each Party agrees to take all reasonable action to avoid unauthorized use or disclosure of Confidential Information of the Disclosing Party, the Receiving other Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […* * ***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder hereunder, with any of Licensor’s direct the REGENXBIO Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement, under confidentiality. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a security exchange, to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation or rules of a security exchange, to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, then the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms other Party as expressly permitted by this Agreement, or if and to the extent such disclosure is necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) enforcing such Party’s rights under this Agreement; (c) prosecuting or defending litigation to the extent permitted by Article 17 of this Agreement Agreement; (d) complying with applicable court orders or applicable laws, rules and regulations; (e) in regulatory filings and submissions to any […***…]Governmental Authorities with respect to the Products that such Party has the right to make; provided that(f) disclosure to Affiliates, in each caselicensees and sublicensees, such recipient of Confidential Information is obligated potential licensees and sublicensees, contractors, employees and consultants who need to keep know such information confidential for the development, manufacture and commercialization of Products in accordance with this Agreement, on terms the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement; each Party shall be liable for the breach, failure or non-fulfillment of its Affiliates, licensees and copies sublicensees, potential licensees and sublicensees, contractors, employees and consultants; and (g) disclosure to Third Parties in connection with due diligence or similar investigations, provided that any such Third Party agrees to be bound by reasonable obligations of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct Confidentiality and indirect licensors of non-use. Notwithstanding the Licensed Technology. foregoing, In the event that the Receiving a Party receives service of legal process that purports is required to compel make a disclosure of the Disclosing other Party’s Confidential Information pursuant to Articles 9.3(c) or becomes obligated by law (d), it will, except where impracticable, give reasonable advance notice to disclose the Confidential Information other Party of the Disclosing such disclosure and use efforts to secure treatment of such information at least as diligent as such Party or the existence of or terms of this Agreement would use to protect its own information, but in no event less than reasonable efforts. In any governmental authorityevent, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect agrees to narrowing the scope take all reasonable action to avoid disclosure of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder hereunder, with any of Licensor’s direct the ReGenX Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary for complying with Applicable Laws, including regulations promulgated by securities exchanges, provided that the Party required to disclose such information promptly notifies the Disclosing Party prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or make such a disclosure to otherwise limit disclosure. Each Receiving Party may disclose the other Party’s Confidential Information to its Representatives (and, in the case of Abingworth, to the existence of and/or Abingworth Investors, solely with respect to the terms and conditions of this Agreement to any […***…]; provided thatAgreement), in each case, case (a) only to the extent such recipient of Persons need to know the Confidential Information is obligated solely in connection with the performance of this Agreement, and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports Article 9 prior to any such disclosure and notices provided by Licensee the Party making such disclosure to Licensor pursuant such Person will be liable to the other Party for any breach of such obligations by such disclosee (provided that a Party’s Representative or an Abingworth Investor will only be bound by the obligations set forth in this Article 9 to the extent that such Representative or Abingworth Investor actually receives such Confidential Information). Each Party may also disclose the material terms of this AgreementAgreement and updates regarding the Development and Commercialization progress of the Product, or a summary of such Party’s findings during its due diligence investigation of the Product (if applicable) to any bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner without the consent of the other Party, and copies provided that in connection with such disclosure, each disclosee must be bound by obligations of sublicense agreements provided confidentiality and non-use at least as stringent as an equivalent in scope to Licensor hereunder with those set forth in this Article 9 prior to any such disclosure and the Party making such disclosure to such disclosee will be liable to the other Party for any breach of Licensorsuch obligations by such disclosee. Notwithstanding anything in the foregoing to the contrary, Exhibit D constitutes CymaBay’s direct Confidential Information, and indirect licensors of the Licensed TechnologyCymaBay may disclose Exhibit D to Third Parties as determined by CymaBay in its sole discretion. In the event that the Receiving any event, each Party receives service of legal process that purports agrees to compel take all reasonable action to avoid unauthorized use or disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the Disclosing other Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding Section 11.1, the provisions of Section 5.1 or 5.2, either Receiving Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided thatInformation, in each casewithout violating its obligations under Article 11, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms extent the disclosure is required by a valid order of this Agreementa court or other governmental body having jurisdiction, including the Securities and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event Exchange Commission; provided, however, that the Receiving Party receives service gives reasonable prior written notice to the Disclosing Party of legal process that purports such required disclosure and makes a reasonable effort to compel disclosure of assist the Disclosing Party in obtaining, at the Disclosing Party’s expense, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or becomes obligated regulation requires, or for which the order was issued, and thereafter discloses only the minimum Confidential Information required to be disclosed in order to comply, whether or not a protective order or other similar order is obtained by law the Disclosing Party. The Receiving Party will limit access to disclose the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know in connection with such Party’s performance of its obligations under this Agreement and who are bound by obligations of confidentiality, non-disclosure and non-use consistent with and at least as stringent as those set forth herein. Notwithstanding the existence foregoing, CELLSCRIPT shall be permitted to disclose Argos Product information to Third Party developmental and analytical service providers who are permitted subcontractors hereunder and who have a need to know such information in connection with performance of or terms its obligations hereunder, provided such providers shall be subject to and bound by obligations of confidentiality, non-disclosure and non-use consistent with and at least as stringent as those set forth herein. No provision of this Agreement shall be construed so as to preclude the use or disclosure of Confidential Information as may be reasonably necessary for Argos to secure any regulatory or governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order approvals or other remedy licenses with respect to narrowing the scope Argos’ Arcelis® autologous vaccines, or of such requirement and/or waive compliance by the Receiving either Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order to obtain patents related to its Inventions and Intellectual Property, or other remedy. Ifto limit either Party’s ownership of, in the absence of such protective order or other remedyability to use its Technology, the Receiving Party is nonetheless required by law to disclose the existence of Inventions or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by lawIntellectual Property.

Authorized Disclosure. Notwithstanding the provisions foregoing, each of Section 5.1 or 5.2, either Party Abraxis and AADi may disclose Confidential Information or make such a disclosure of the existence of and/or terms of other Party (a) to a Third Party to the extent such disclosure is reasonably necessary to exercise the rights granted to or retained by it under this Agreement to any Agreement; (b) […***…]; provided that] on a need to know basis and subject to obligations of confidentiality, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less nonuse and nondisclosure at least as stringent than as those set forth in this Agreement. FurthermoreSections 9.1, Licensee agrees that Licensor may share 9.2, 9.3, 9.5, 9.9, 9.10 and 9.11; and (c) in defending litigation, complying with applicable governmental regulations, or submitting information to tax or other governmental authorities (including Regulatory Authorities), provided that, if a copy of this Agreement, reports and notices provided by Licensee to Licensor Party is required pursuant to the terms an order of this Agreement, and copies a court of sublicense agreements provided competent jurisdiction or other government order or judicial process to Licensor hereunder with make any of Licensor’s direct and indirect licensors such disclosure of the Licensed TechnologyDisclosing Party’s Confidential Information, to the extent it may legally do so, it will give reasonable advance written notice to the Disclosing Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). In Notwithstanding the event that the Receiving Party receives service of legal process that purports to compel disclosure foregoing authorized disclosures of the Disclosing Party’s Confidential Information or becomes obligated by law the provisions of Sections 1.17(a) through (f), subject to disclose Section 9.7, AADi is prohibited from disclosing, under any circumstances, any [***], including any information relating to the Confidential Information manufacture of the Disclosing Party Licensed Products or the existence of processes or terms of this Agreement know-how relating thereto, except to any Permitted Parties (as defined in Section 9.7.12), without Abraxis’ prior written consent; provided that, if AADi is required pursuant to a valid order of a court of competent jurisdiction or other government order or judicial process to make any such disclosure of any [***], AADi may disclose [***] if AADi has first given (i) written notice to Abraxis within [***] of receipt of the document to which AADi is responding or at least [***] prior to any disclosure if such notice is less than [***] in advance of the required production of the applicable [***], (ii) Abraxis an opportunity to review and approve any disclosures AADi intends to make in response to the applicable court or governmental authorityorder or judicial process, and (iii) Abraxis a reasonable opportunity to take appropriate Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the Receiving Party shall promptly notify the Disclosing Party, so type that the Disclosing Party may seek registrant treats as private and confidential. action and cooperate with Abraxis as necessary and requested by Abraxis to obtain an appropriate protective order; provided further that, in each case, the [***] disclosed in response to such court or governmental order or other remedy with respect judicial process will be limited to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information information that is legally required to be disclosed and only in response to the extent required such court or governmental order or judicial process, as determined in good faith by lawcounsel to AADi.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2foregoing, either Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the neither Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the (nor their representatives, as applicable) shall be precluded from disclosing Confidential Information of the Disclosing Party or (i) to the existence of or terms of this Agreement to any governmental authority, extent the Receiving Party shall promptly notify is required to do so in response to a valid order by a Governmental Authority, or, to the extent it reasonably believes, on the basis of advice from outside counsel, that it is required to disclose such Confidential Information by Law; provided, however, that, in the event a Receiving Party believes it is so required to disclose another the Disclosing Party’s Confidential Information, it shall promptly provide written notice of such requirement, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect action as it deems appropriate to narrowing the scope of prevent or limit such requirement and/or waive compliance by disclosure, and the Receiving Party required to make the disclosure shall use reasonable efforts to preserve the confidentiality of the Disclosing Party’s Confidential Information, including by cooperating with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective to obtain an appropriate order or other remedy. Ifreliable assurance of confidential treatment; provided, in the absence of such protective order or other remedyfurther, the Receiving Party is nonetheless required by law to make the disclosure may disclose the existence of or terms of this Agreement or other Confidential Information only that portion of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the ’s Confidential Information that is legally required to be disclosed and only to disclosed, or (ii) the extent required Receiving Party’s agents or representatives on a need-to-know basis such Confidential Information in connection with performing the Receiving Party’s obligations under this Agreement; provided, however, the Receiving Party shall ensure, by lawinstruction, contract, or otherwise with its representatives that such representatives comply with the provisions of this Section 7.

Authorized Disclosure. Notwithstanding the provisions foregoing, each of Section 5.1 or 5.2, either Party RIB-X and WAKUNAGA may disclose Confidential Information or make such a disclosure of the existence of and/or terms Disclosing Party to a Third Party to the extent such disclosure is reasonably necessary to exercise the rights granted to or retained by it under this Agreement, or to conduct clinical trials as permitted hereunder with respect to Products or in prosecuting patent applications, or prosecuting or defending litigation, or Portions of this Agreement to any Exhibit, indicated by the xxxx “[…***…]; provided that, in each case, such recipient ,” were omitted and have been filed separately with the Secretary of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor the Commission pursuant to the terms of this Agreement, and copies of sublicense agreements provided Registrant’s application requesting confidential treatment pursuant to Licensor hereunder with any of Licensor’s direct and indirect licensors Rule 406 of the Licensed TechnologySecurities Act of 1933, as amended. In to the event extent required to comply with applicable governmental regulations, the requirements of a tax authority, Regulatory Authority or other governmental entity; provided, that the Receiving if a Party receives service of legal process that purports is required by law to compel make any such disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law Information, to disclose the Confidential Information of extent it may legally do so, it will give reasonable (under the circumstances) advance notice to the Disclosing Party of such disclosure so as to permit the Disclosing Party to secure, if it so desires, confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). If the existence of or terms of this Agreement Disclosing Party has not filed a patent application with respect to any governmental authoritysuch Confidential Information, it may require the Receiving Party shall promptly notify to delay the Disclosing Party, so that proposed disclosure (to the extent the Disclosing Party may seek an appropriate protective order or other remedy with respect legally do so), for up to narrowing ninety (90) days, to allow for the scope filing of such requirement and/or waive compliance an application; provided, that if a disclosure is required by law or order and such a delay is not possible, the Receiving Party with Parties shall cooperate to restrict or delay disclosure to the provisions extent possible in order to allow for the filing of such an application or the securing of other protection for such Confidential Information. Further, WAKUNAGA retains a right to disclose to Xxxxxx any part of Confidential Information including contents of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed but within and only to the extent of necessity to obtain Xxxxxx’x consent as set forth in Section 2.5 hereof or as otherwise required by lawthe Termination Agreement, subject to Xxxxxx’x agreement to maintain such information as confidential, and provided that RIB-X shall be given prior notice of the nature and content of any such disclosure to Xxxxxx.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Each Receiving Party may disclose Confidential Information belonging to a Disclosing Party to the extent such disclosure is reasonably necessary for complying with Applicable Laws, including regulations promulgated by securities exchanges, provided that the Party required to disclose such information promptly notifies the Disclosing Party prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or make to otherwise limit disclosure. Each Receiving Party may disclose a Disclosing Party’s Confidential Information to its Affiliates, employees, agents, advisors, and independent contractors (including Service Providers) engaged by such Receiving Party, in each case (a) only to the extent such Persons need to know the Confidential Information solely in connection with the performance of this Agreement and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in scope to those set forth in this Article 6 prior to any such disclosure and the Party making such disclosure to such Person shall be liable to the Disclosing Party for any breach of such obligations by such disclosee. Each Party may also disclose the material terms of this Agreement or provide a disclosure of the existence of and/or terms copy of this Agreement to any […***…]; bona fide potential or actual investor, investment banker, acquirer, provider of debt or royalty financing, or other potential or actual financial partner, provided thatthat in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use at least as stringent as an equivalent in each case, such recipient of Confidential Information is obligated scope to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports Article 6 prior to any such disclosure and notices provided by Licensee the Party making such disclosure to Licensor pursuant such disclosee shall be liable to the terms Disclosing Party for any breach of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technologysuch obligations by such disclosee. In the event that the any event, each Receiving Party receives service of legal process that purports agrees to compel take all reasonable action to avoid unauthorized use or disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose the Confidential Information of the each Disclosing Party or the existence of or terms of this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either The Receiving Party may disclose Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors of the Licensed Technology. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law to disclose only use the Confidential Information of the Disclosing Party or the existence of or terms of for exercising its rights and performing its obligations under this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party and may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to only disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only as follows: (a) to the extent required to its Affiliates and its and their respective directors, officers, employees, agents, existing or prospective sublicensees, permitted assignees, consultants, and representatives who reasonably need to know such Confidential Information in order to advise or assist the Receiving Party in connection with the performance of its obligations or rights granted or reserved in this Agreement and under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (b) as required by lawapplicable Law, regulation, or in response to a valid Order of a court of competent jurisdiction; provided, however, that if a Receiving Party is required by Law, regulation, or in response to a valid Order of a court to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement, limit disclosure to only the Confidential Information requested to be disclosed and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with existing or prospective investors, lenders, financing sources, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (d) to the extent mutually agreed to in writing by the Parties. The confidentiality and non-use obligations set forth under this Agreement will survive the termination or expiration of this Agreement for a period of [***] years.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may The receiving party will be authorized to disclose Confidential Information only to its employees, contractors, agents, directors, officers, professional legal advisers, Affiliates or make such subcontractors with a disclosure need to know (“Authorized Parties”) and who are bound by confidentiality obligations with the receiving party at least as protective as the terms stated in this Section 7. Each party will be responsible for any Authorized Party’s noncompliance with its confidentiality obligations and will only disclose Confidential Information to any third party other than an Authorized Party upon the prior written consent of the existence of and/or terms of this Agreement disclosing party. Notwithstanding the foregoing, the receiving party is authorized to any […***…]; provided that, in each case, such recipient of disclose Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth as required by applicable law in this Agreement. Furthermoreaccordance with a valid order issued by a court or government agency or relevant regulatory authority (including a stock exchange), Licensee agrees provided that Licensor may share a copy of this Agreementthe receiving party, reports and notices provided by Licensee to Licensor pursuant where allowed under applicable law, provides: (i) prior written notice to the terms disclosing party of this Agreement, such obligation; and copies (ii) the opportunity for the other party to oppose such disclosure. The confidentiality obligations of sublicense agreements provided to Licensor hereunder with any of Licensor’s direct and indirect licensors each party will survive three (3) years following the expiration or termination of the Licensed TechnologyAgreement or any Order, whichever occurs later. In Upon such termination or expiration, each party, if so requested by the event that other party, will cease all use of or destroy the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Partyother party’s Confidential Information (including any copies thereof) in the receiving party’s possession, custody, or becomes obligated by law control, provided that the receiving party may keep archival copies due to disclose mandatory retention laws, for regulatory purposes or to enforce its rights, subject to the Confidential Information of confidentiality obligations as stated in this Section 7. Notwithstanding the Disclosing Party or the existence of or terms of foregoing, any trade secrets disclosed under this Agreement to any governmental authority, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance be held in confidence by the Receiving Party with the provisions of this Agreement. The Receiving Party will provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose receiving party for: (i) as long as such Confidential Information without liability hereunderremains the disclosing party’s trade secret under applicable law; provided that the Receiving Party shall furnish only or (ii) until such portion Confidential Information falls under one of the Confidential Information that is legally required to be disclosed and only exceptions to the extent required by lawconfidentiality obligations specified in this Section.

Authorized Disclosure. Notwithstanding the provisions of Section 5.1 or 5.2, either Party may disclose the other’s Confidential Information or make such a disclosure of the existence of and/or terms of this Agreement to any […***…]; provided that, in each case, such recipient of Confidential Information is obligated to keep such information confidential on terms no less stringent than those set forth in this Agreement. Furthermore, Licensee agrees that Licensor may share a copy of this Agreement, reports and notices provided by Licensee to Licensor pursuant to the terms of this Agreement, and copies of sublicense agreements provided to Licensor hereunder hereunder, with any of Licensor’s direct the REGENX Licensors to the extent required by the GSK Agreement and indirect licensors of the Licensed TechnologyPenn Agreement, under confidentiality. In the event that the Receiving Party receives service of legal process that purports to compel disclosure of the Disclosing Party’s Confidential Information or becomes obligated by law law, rule, regulation or rules of a securities exchange to disclose the Confidential Information of the Disclosing Party or the existence of or terms of this Agreement to any governmental authority, then, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the Receiving Party with the provisions of this Agreement. The Receiving Party will will, at the Disclosing Party’s request and expense, provide the Disclosing Party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the Receiving Party is nonetheless required by law law, rule, regulation or rules of a securities exchange to disclose the existence of or terms of this Agreement or other Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided that the Receiving Party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law.