Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. In addition to disclosures allowed under Sections 8.1 and 8.2, each Party may disclose Confidential Information belonging to the other Party or its Affiliates to the extent such disclosure is necessary in the following instances: (a) filing or prosecuting Patent Rights; (b) in connection with seeking for or obtaining Regulatory Approval; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations; (e) to any potential or actual investor, lender, financing partner, acquirer, or merger partner, or (f) to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. If the recipient Party is required to disclose Confidential Information of the disclosing Party by Applicable Law or in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition to disclosures allowed under Sections 8.1 addition, and 8.2notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), each the Receiving Party may disclose Confidential Information belonging to of the other Disclosing Party as expressly permitted by this Agreement, or its Affiliates if and to the extent such disclosure is reasonably necessary in the following instances: (ai) filing or prosecuting Patent RightsRights as permitted by this Agreement; (bii) enforcing such party’s rights under this Agreement and in connection with seeking for or obtaining Regulatory Approvalperforming its obligations under this Agreement; (ciii) prosecuting or defending litigation as permitted by this Agreement; and (div) complying in the case of Arsanis as the Receiving Party, (A) disclosure in submissions to or filings with applicable court orders or governmental regulations; any Regulatory Authority (eincluding, without limitation, in INDs and NDAs) with respect to any potential Product, and in correspondence with any Regulatory Authority regarding any Product or actual investorany of the foregoing submissions or filings, lender, financing partner, acquirer, or merger partner, or and (fB) disclosures to the extent otherwise necessary or appropriate Foundation required by the Grant Documents; provided, however, that in connection with exercising no event may Arsanis disclose Adimab Platform Technology without the license and other rights granted to it hereunder. If the recipient Party is required to disclose Confidential Information prior written consent of the disclosing Party by Applicable Law or Adimab, which consent may be withheld in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing PartyAdimab’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsole discretion.

Authorized Disclosures. In addition to disclosures allowed under Sections 8.1 and 8.2, each Each Party may disclose Confidential Information belonging to of the other Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (ai) filing or prosecuting Patent Rightsis submitted by the recipient to governmental authorities to facilitate the issuance of Trial Registrations and/or Marketing Registrations for the Assay, provided that reasonable measures shall be taken to assure confidential treatment of such information; (bii) is provided by the recipient to Third Parties under confidentiality agreements having provisions at least as stringent as those in connection with seeking this Article 9, for consulting, manufacturing development, manufacturing, external testing, marketing trials, in each case to the extent necessary to perform its obligations or obtaining Regulatory Approval; (c) prosecuting or defending litigation as permitted by exercise its rights under this Agreement; (d) complying with applicable court orders or governmental regulations; (eiii) to any potential its actual or actual investor, lender, financing partner, acquirerprospective investors or collaborators, or merger partnerits accountants, attorneys and other professional advisors, in each case under confidentiality agreements having provisions at least as stringent as those in this Article 9; or (fiv) is otherwise required to the extent otherwise necessary be disclosed in compliance with Applicable Laws (including any securities laws or appropriate in connection with exercising the license and rules of any recognized stock exchange) order by a court or other rights granted to it hereunder. If the recipient regulatory body having competent jurisdiction; provided that if a Party is required to disclose make any such disclosure of the other Party’s Confidential Information such Party will give reasonable advance written notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts in assisting the disclosing Party by Applicable Law or in connection with bona fide legal process, to secure confidential treatment of such disclosure will not Confidential Information required to be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosuredisclosed. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDConfidential treatment has been requested with respect to the omitted portions.

Authorized Disclosures. In addition to disclosures allowed under Sections 8.1 Notwithstanding the above, (1) QUEST may use LICENSED COMPOUNDS or LICENSED KNOW-HOW as provided and 8.2, each Party contemplated in this AGREEMENT and may disclose Confidential Information belonging confidential information of VITAE or its AFFILIATES to the extent that such disclosure is reasonably necessary for: (i) manufacture or DEVELOPMENT of LICENSED PRODUCTS; (ii) filing or prosecuting patent applications relating to the LICENSED COMPOUNDS or their use; (iii) regulatory filings relating to the LICENSED COMPOUNDS; (iv) prosecuting or defending litigation relating to the LICENSED COMPOUNDS or this AGREEMENT; or (v) conducting preclinical or clinical trials of the LICENSED COMPOUNDS; and (2) each party may disclose confidential information of the other Party or its Affiliates party to the extent such disclosure is reasonably necessary in the following instances: for (a) filing or prosecuting Patent Rights; (b) in connection with seeking for or obtaining Regulatory Approval; (c) prosecuting or defending litigation as permitted by this Agreement; (di) complying with applicable laws, rules or other governmental regulations or orders of any court orders or other governmental regulationsauthority; or (eii) disclosure to any AFFILIATES, sublicensees, employees, consultants, agents, investors or potential or actual investor, lender, financing partner, acquirer, investors or merger partnerpartners, provided, however, that such AFFILIATE, sublicensee, employee, consultant, agent, investor or (f) potential investor or merger partner has undertaken a similar obligation of confidentiality with respect to the extent otherwise necessary or appropriate in connection with exercising confidential information as those undertaken by the license and other rights granted to it parties hereunder. If In the recipient Party event that a party is required to disclose Confidential Information make a disclosure of the disclosing Party by Applicable Law or in connection with bona fide legal processother party’s confidential information pursuant to Subsection (2)(i), such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs receiving party shall, except where impracticable, give reasonable advance notice to the disclosing Party as soon as reasonably practicable party of the such required disclosure; (ii) limits the disclosure and use reasonable efforts to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsecure confidential treatment of such information.

Authorized Disclosures. In addition to disclosures allowed under Sections 8.1 and 8.2Notwithstanding Section 9.1, each Party may party shall be permitted to disclose relevant Confidential Information belonging to its officers, agents and employees, and to the other Party or its officers, agents and employees of Service Provider's Affiliates and/or subcontractors, but only to the extent that such disclosure is necessary for the performance of Services under this Agreement. The provisions of this Section 9 shall not apply to information that: (i) is lawfully in the following instances: (a) filing or prosecuting Patent Rightspublic domain; (bii) in connection with seeking for or obtaining Regulatory Approval; (c) prosecuting or defending litigation as permitted has been independently developed by the other party without violation of this Agreement; (diii) complying with applicable court orders or governmental regulationswas already in the possession of the party; (eiv) to any potential or actual investor, lender, financing partner, acquirer, or merger partner, or (f) was supplied to the extent otherwise necessary or appropriate party by a third party lawfully in connection with exercising possession thereof and legally permitted to further disclose the license and other rights granted to it hereunder. If information; (v) the recipient Party party is required to disclose by law; or (vi) is disclosed with the party's written consent. Requests for Confidential Information. The parties agree that if a third party requests Confidential Information pursuant to a subpoena, summons, search warrant, or governmental order, the party to which the request is made shall (unless prohibited by applicable law or governmental authority from doing so) give the other party prompt notice and the opportunity to (i) review the request, (ii) request redaction of Confidential Information not required to be disclosed, and/or (iii) make a reasonable effort to obtain a protective order prior to the disclosure. If SURS receives a request under the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq. ("FOIA request"), for records disclosed by Service Provider that may qualify for an exemption under 5 ILCS 140/7(1)(g) (because said records arguably contain trade secrets and commercial or financial information from a person or business where the trade secrets, commercial or financial information is furnished under a claim that they are proprietary, privileged or confidential, and the disclosure of the disclosing Party trade secrets or commercial or financial information would cause competitive harm to the person or business), SURS will notify Service Provider and work with Service Provider to determine if such an exemption can be claimed. Service Provider understands that SURS is solely responsible for responding to FOIA requests within the statutory deadline and also understands that SURS is solely responsible for making the ultimate determination as to whether it is required by Applicable Law law to provide the requested records. Marketing and Sales Materials. Service Provider agrees that it shall not disclose, advertise, or otherwise publish this Agreement or include the names of SURS or a Participating Employer in connection with bona fide legal processany marketing or sales material (other than lists of current clients provided by Service Provider to prospective clients) without the prior written consent of SURS. Except to the extent that a Participant specifically authorizes the use of his or her own information that may be Confidential Information to Service Provider, such disclosure will Service Provider shall not be a breach use any Confidential Information relating to any Participant for any marketing or sales purposes or any other purpose other than the performance of Services under this Agreement. Survival. The provisions of this Section 9 shall survive the termination of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Authorized Disclosures. If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (a) shall give advance written notice to the disclosing Party, (b) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law, regulation or order required and (c) shall disclose the Confidential Information solely to the extent required by the law, regulation or order. In addition to disclosures allowed under Sections 8.1 addition, and 8.2notwithstanding the provisions of Section 6.1 (General Confidentiality Obligations), each the Receiving Party may disclose Confidential Information belonging to of the other Disclosing Party as expressly permitted by this Agreement, or its Affiliates if and to the extent such disclosure is reasonably necessary in the following instances: (ai) filing or prosecuting Patent RightsPatents as permitted by this Agreement; (bii) enforcing such party’s rights under this Agreement and in connection with seeking for or obtaining Regulatory Approvalperforming its obligations under this Agreement; (ciii) prosecuting or defending litigation as permitted by this Agreement; and (div) complying in the case of Adagio as the Receiving Party, disclosure in submissions to or filings with applicable court orders or governmental regulations; any Regulatory Authority (eincluding, without limitation, in INDs and NDAs) with respect to any potential Product, and in correspondence with any Regulatory Authority regarding any Product or actual investor, lender, financing partner, acquirer, or merger partner, or (f) to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. If the recipient Party is required to disclose Confidential Information any of the disclosing Party by Applicable Law foregoing submissions or filings; provided, however, that in connection with bona fide legal processno event may Adagio disclose Adimab Platform Technology without the prior written consent of Adimab, such disclosure will not which consent may be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Partywithheld in Adimab’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsole discretion.

Authorized Disclosures. In addition to disclosures allowed under Notwithstanding the obligations set forth in Sections 8.1 11.1 and 8.211.6, each a Party may disclose the other Party’s Confidential Information belonging (including this Agreement and the terms herein) to the other Party or its Affiliates to the extent such disclosure is necessary in the following instancesextent: (a) filing such disclosure is reasonably necessary: (i) to such Party’s directors, attorneys, independent accountants or prosecuting Patent Rightsfinancial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than five (5) years; or (ii) to actual or potential investors, acquirors, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, provided that in each such case such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement; and provided further that the term of confidentiality for recipients may be shorter as long as it is no less than [*] years; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs, Marketing Approvals or Pricing Approval for any Product within the Territory, or (ii) in connection with seeking for order to respond to inquiries, requests or obtaining Regulatory Approvalinvestigations by such Governmental Authority relating to Products or this Agreement; (c) prosecuting such disclosure is required by Law, judicial or defending litigation as permitted administrative process, provided that except for disclosures governed by the last two sentence of Section 11.4, in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed pursuant to Section 11.3(b) or this AgreementSection 11.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11 (provided 60 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. that such disclosure is not a public disclosure), and the Party disclosing Confidential Information to a Governmental Authority or pursuant to Law or court order shall cooperate with and reasonably assist the other Party (at the other Party’s cost) if the other Party seeks a protective order or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information which, in the opinion of Party’s legal counsel, is responsive to such requirement or request; (d) complying with applicable court orders necessary in order to enforce its rights under the Agreement; or governmental regulations; (e) to any potential or actual investor, lender, financing partner, acquirer, or merger partner, or (f) such disclosure is by Sangamo and is required pursuant to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunderterms of any Sangamo Third Party Agreement. If the recipient Party is required to disclose Confidential Information of the disclosing Party by Applicable Law or in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.11.4