Common use of Disclosure to Third Parties Clause in Contracts

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vi) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C), the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.16.1 hereof, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture Manufacture, use or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c)5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (Av) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 7.3.26.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C)6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.16.1 hereof, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture Manufacture, use or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c)5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (Av) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that CytomX shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of ImmunoGen; (vi) subject to Section 7.3.26.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C)6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by ImmunoGen using Licensed Products shall not be considered Confidential Information of CytomX, and, therefore, not subject to this Article 6.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties each Party may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (Ai) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Agreement T-DART or Agreement Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (Cii) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Developdevelop, Manufacture register or Commercialize market any Licensed Product Targeting Agreement T-DART or Agreement Product; provided that the Receiving Party shall obtain the same confidentiality obligations from such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, Third Parties as it obtains with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case its own similar types of confidential information; (iii) to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, necessary in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (viv) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Agreement T-DARTs or Agreement Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (viivi) to the extent necessary or desirable in order to enforce its rights under this Agreement. (b) Notwithstanding anything to the contrary in this Section 7, MacroGenics may disclose Pfizer’s Confidential Information to: (i) Governmental Authorities in order to respond to inquiries, requests or investigations relating to this Agreement and (ii) to the extent necessary or desirable in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 7.2.2(a)(i)(C)7.2, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.111.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (i) 11.2.2.1. to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary useful, to (a) obtain or maintain INDs or Regulatory Approvals for any Licensed Candidate or Product Targeting such Research Project Target within the Territory, ; or (Bb) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within a product comprising a Candidate in the Permitted Uses, Field outside of the Territory; and (Cc) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations (i) relating to Candidates or Products or this Agreement; Agreement within the Territory; or (ii) (A) relating to any product comprising a Candidate in the case Field outside of the Territory; provided, however, that BioNTech may not disclose any Pfizer Confidential Information to Fosun or its Affiliates without the prior written consent of Pfizer, subject to Pfizer exercising the Option with respect other than to the extent necessary for Fosun or its Affiliates (or such other collaboration partner in or for China) to undertake fill/finish of a product identical to any Product in China or to comply with information requirements of the China National Medical Products Administration relating to such product required under applicable Research Project Target pursuant to Section 4.1.2Law, in each case so far as such use is licensed under Sections 3.4.2(b) or 3.4.4(b); 11.2.2.2. to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture register or Commercialize market any Licensed Candidate or Product Targeting within the Territory; provided that the Receiving Party will obtain the same confidentiality obligations from such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, Third Parties as it obtains with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations its own similar types of confidentialityconfidential information; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, 11.2.2.3. in connection with filing or prosecuting Research and Development Program Patent Rights, Product Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, 11.2.2.4. in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 10 or any other litigation directly related to a Candidate or Product in the Field in the Territory; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vi) 11.2.2.5. subject to the provisions of Section 7.3.211.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; 11.2.2.6. by either Party in respect of Confidential Information belonging to the other Party (including the terms of the Agreement) to any bona fide or potential subcontractor under this Agreement in connection with the Development of the Candidate or Product in the Territory, in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 10.1; and (vii) 11.2.2.7. to the extent necessary or useful in order to enforce its rights under this Agreement. All disclosures Notwithstanding anything herein to the contrary, each Party acknowledges and agrees that the use by CytomX a Party of the other Party’s Confidential Information disclosed under the Flu Collaboration License in the performance of this Agreement is not a breach of the confidentiality obligations under this Section 7.2.2(a) are subject in each case: to Agreement or the exclusive rights expressly granted to Pfizer under Sections 2.1.6 Flu Collaboration License, and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event vice versa. If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 7.2.2(a)(i)(C)11.2.2, then the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Allogene Licensed Product Targeting Confidential such Research Project Allogene Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations for the performance of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (viv) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Allogene Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Pfizer Licensed Product Targeting such Research Project Pfizer Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations for the performance of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (viv) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Pfizer Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.18.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (ia) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2i), to the extent reasonably necessary useful, to obtain or maintain INDs or Regulatory Approvals, in the case of Pfizer or its Affiliates, or any Regulatory Approvals related to the FIH Study, in the case of BioNTech or its Affiliates, for any Licensed Candidate or Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (Cii) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Candidates or Products or this Agreement; (iib) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture register or Commercialize market any Licensed Product Targeting Candidate or Product; provided that the Receiving Party will obtain the same confidentiality obligations from such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, Third Parties as it obtains with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations its own similar types of confidentialityconfidential information; (iiic) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Research Program Patent Rights or Trademark rights as permitted by this Agreement; (ivd) to the extent reasonably necessary, in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 7 or any other litigation directly related to a Candidate or Product in the Field; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vie) subject to the provisions of Section 7.3.28.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; (f) subject to the obligations in Section 2. 10. 3, by Pfizer in respect of Confidential Information belonging to BioNTech (including the terms of the Agreement) to any bona fide or potential sublicensee or manufacturer in respect of any Candidate or Product, or any co-development or co-promotion partner in the Field , in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 7.1; and (viig) to the extent necessary or useful in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 7.2.2(a)(i)(C)8.2.2, then the Disclosing disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.113.1, the Parties each Party may disclose Confidential Information belonging of the Disclosing Party to the other Partyextent such disclosure is reasonably necessary: 13.3.1 to Competent Authorities (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the its Respective Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (Cii) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Licensed Products or this Agreement; 13.3.2 to a potential investor in the Receiving Party or to a potential acquirer of all or substantially all of the assets of the business of the Receiving Party to which this Agreement pertains; provided that (i) the Receiving Party has previously informed the Disclosing Party of its intent to communicate Confidential Information to a potential investor or potential acquirer and the Receiving Party retains, upon the Disclosing Party’s written request, a record of the content of such communication, (ii) the Receiving Party considers in good faith the Disclosing Party’s request to be communicated the name of the potential investor or potential acquirer, and (Aiii) in the case such potential investor or potential acquirer is bound by confidentiality and restricted use obligations or professional standards of Pfizer, subject to Pfizer exercising the Option confidentiality with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, such Confidential Information that are at least as stringent than those set forth in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentialitythis Agreement; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, 13.3.3 in connection with filing or prosecuting Patent Rights or Trademark rights trademark rights, in each case relating to Licensed Products, as permitted by this Agreement; (iv) to the extent reasonably necessary, 13.3.4 in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vi) 13.3.5 subject to the provisions of Section 7.3.213.7, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA similar websites; and (vii) 13.3.6 to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 7.2.2(a)(i)(C)13.3, then the Disclosing disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.16.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (ia) to Governmental Authorities (Ai) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary desirable to obtain or maintain INDs or Regulatory Approvals for any Compound or Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (Cii) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations relating to Compounds, Licensed Products or this Agreement;; 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (iib) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary desirable to Developdevelop, Manufacture register or Commercialize market any Compound or Licensed Product Targeting Product; provided that the Receiving Party shall obtain the same confidentiality obligations from such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, Third Parties as it obtains with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations its own similar types of confidentialityconfidential information; (iiic) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark trademark rights as permitted by this Agreement; (ivd) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vie) subject to the provisions of Section 7.3.26.5.2, in connection with or included in scientific presentations and publications relating to Compounds or Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials Clinical Trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and; (viif) to the extent necessary or desirable in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a; and (g) are subject in each case: to FSMA to the exclusive rights expressly granted extent required to Pfizer perform its obligations under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event FSMA-Company Agreement. If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 7.2.2(a)(i)(C)6.2.2, then the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable such measures to ensure confidential treatment of such informationinformation as is reasonably required by the other Party, at the other Party’s expense.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Agreement CAR-T or Allogene Licensed Product Targeting such Research Project Allogene Target, or any Cellectis Target or Cellectis Product Targeting such Cellectis Target, within the Territory, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations for the performance of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses this Agreement and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (viv) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Agreement CAR-Ts or Allogene Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (viivi) to the extent necessary in order to enforce its rights under this Agreement and as permitted in the Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C7.2.2(a)(i)(B), the Disclosing Party shall will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.16.1 hereof, the Parties may disclose Confidential Information belonging to the other Party:. (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement;; [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture Manufacture, use or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c)5.2 hereof, to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (Av) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, (A) to its accountants, lawyers, and other advisers, and (B) to actual or potential investors, lenders, licensors, licensees, acquirers, investment bankers, or agents of the foregoing in connection with a financing, licensing transaction, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement, provided that ImmunoGen shall not disclose the identity of the Licensed Target under clause (B) without the prior written consent of CytomX; (vi) subject to Section 7.3.26.3.2 hereof, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C)6.2.2(a)(i) hereof, the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information. (c) Data generated by CytomX using Licensed Products shall not be considered Confidential Information of ImmunoGen, and, therefore, not subject to this Article 6. [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.112.1, the Parties each Party may disclose Confidential Information belonging to the other PartyParty to the extent such disclosure is reasonably necessary: (i) 12.2.2.1 in conducting the activities contemplated, or exercising rights under this Agreement; 12.2.2.2 to Governmental Authorities to the extent useful, to (Aa) obtain or maintain Regulatory Approvals (including fulfilling post-approval regulatory obligations) for any Product within the Territory; or (b) obtain or maintain any Regulatory Approvals for a product comprising a Candidate in the case Field outside of Pfizerthe Territory; (c) to ministries of health, subject Vaccine Technical Committees or similar public health or scientific bodies for purposes of securing vaccine recommendations, tenders, direct procurement contracts or responding to Pfizer exercising the Option relevant requests for information; (d) complying with applicable governmental regulations with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain performance under this Agreement or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (Be) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders requests or subpoenas of Governmental Authorities investigations (i) relating to Candidates or Products or this Agreement; Agreement within the Territory; or (ii) (A) relating to any product comprising a Candidate in the case Field outside of the Territory; provided, however, that BioNTech may not disclose any Pfizer Confidential Information to Fosun or its Affiliates without the prior written consent of Pfizer, subject to Pfizer exercising the Option with respect other than to the extent necessary for Fosun or its Affiliates (or such other collaboration partner in or for the Fosun Territory) to undertake fill/finish of a product identical to any Product in the Fosun Territory or to comply with information requirements of the China National Medical Products Administration (or equivalent), relating to such product required under applicable Research Project Target pursuant to Section 4.1.2Law, in each case so far as such use is licensed under Sections 3.4.2(b) or 3.4.4(b); 12.2.2.3 to outside consultantsconsultants (including any professional advisor), potential acquisition partners (including any potential successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary useful to Developdevelop, Manufacture register or Commercialize market any Licensed Candidate or Product Targeting within the Territory; provided that the Receiving Party will obtain the same confidentiality obligations from such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, Third Parties as it obtains with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations its own similar types of confidentialityconfidential information; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, 12.2.2.4 in connection with filing or prosecuting Research and Development Program Patent Rights, Product Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, 12.2.2.5 in connection with prosecuting any prosecution or defending litigation as permitted by this Agreementactions or defenses undertaken pursuant to Section 11 or any other litigation directly related to a Candidate or Product in the Field in the Territory; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vi) 12.2.2.6 subject to the provisions of Section 7.3.212.5.2, in connection with or included in scientific presentations and publications relating to Licensed Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; 12.2.2.7 by either Party in respect of Confidential Information belonging to the other Party (including the terms of the Agreement) to any bona fide or potential subcontractor under this Agreement in connection with the Development, Manufacture or Commercialization of the Candidate or Product in the Territory, in each case who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Section 11.1; and (vii) 12.2.2.8 to the extent necessary or useful in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: . 12.2.2.9 to the exclusive rights expressly granted extent otherwise required by applicable Law or agreements with Governmental Authorities; provided that if a Party is so required by applicable Law to Pfizer under Sections 2.1.6 and 4.5 above andmake any such disclosure of the other Party’s Confidential Information it will, with respect to Developed IP licensed to CytomX under Section 4.2.2except where impracticable for necessary disclosures (for example, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging of medical emergency), give reasonable advance notice to the other Party pursuant to Section 7.2.2(a)(i)(C), the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure requirement and will use its reasonable efforts to the other Party and take all reasonable measures to ensure secure confidential treatment of such informationConfidential Information required to be disclosed; or 12.2.2.10 to the extent mutually agreed to by the Parties. Notwithstanding anything herein to the contrary, each Party acknowledges and agrees that the use by a Party of the other Party’s Confidential Information disclosed under the Related Agreements or the Flu Collaboration License in the performance of this Agreement is not a breach of the confidentiality obligations under this Agreement, the Related Agreements or the Flu Collaboration License, and vice versa.

Disclosure to Third Parties. (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party: (i) to Governmental Authorities (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product Targeting such Research Project Target within the Territory, (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for any Probodies and PDCs within the Permitted Uses, and (C) in the case of either Party, in order to respond to inquiries, requests, investigations, orders or subpoenas of Governmental Authorities relating to this Agreement; (ii) (A) in the case of Pfizer, subject to Pfizer exercising the Option with respect to the applicable Research Project Target pursuant to Section 4.1.2, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Licensed Product Targeting such Research Project Target and under reasonable obligations of confidentiality, and (B) in the case of CytomX, with respect to CytomX Usable Developed IP, to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent reasonably necessary to Develop, Manufacture or Commercialize any Probodies and PDCs within the Permitted Uses and under reasonable obligations of confidentiality; (iii) subject to Section 6.2.1(c), to the extent reasonably necessary, in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) to the extent reasonably necessary, in connection with prosecuting or defending litigation as permitted by this Agreement; (A) regarding the existence of this Agreement, this Agreement itself or the material and financial terms of this Agreement, to its accountants, lawyers, and other advisers, and to actual or potential investors, lenders, acquirers, investment bankers, or agents of the foregoing in connection with a financing, merger, or acquisition, and (B) to any other third parties in connection with the events in (A) with the consent of the disclosing Party, such consent not to be unreasonably withheld, in each case (A)-(B) under confidentiality obligations no less restrictive than those set forth in this Agreement; (vi) subject to Section 7.3.2, in connection with or included in scientific presentations and publications relating to Licensed Products, including abstracts, posters, journal articles and the like, and posting results of and other information about clinical trials to ▇c▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or PhRMA websites; and (vii) to the extent necessary in order to enforce its rights under this Agreement. All disclosures by CytomX under this Section 7.2.2(a) are subject in each case: to the exclusive rights expressly granted to Pfizer under Sections 2.1.6 and 4.5 above and, with respect to Developed IP licensed to CytomX under Section 4.2.2, to the restrictions in Section 4.2.2. (b) In the event a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Section 7.2.2(a)(i)(C), the Disclosing Party shall to the extent possible give reasonable advance written notice of such disclosure to the other Party and take all reasonable measures to ensure confidential treatment of such information.