Common use of Limited Disclosure and Use Clause in Contracts

Limited Disclosure and Use. Archemix and Ophthotech each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.3. In addition, Archemix and Ophthotech each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

Limited Disclosure and Use. Archemix ARIAD and Ophthotech Bellicum each agrees agree that any disclosure of its the other Party’s Confidential Information may to any officer, employee, consultant or agent of the other Party or any of its Affiliates or Sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities and shall only be made to the extent any such persons are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. ARIAD and Bellicum each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement. Each Party may disclose the Confidential Information of the other Party to any employeeinvestors, consultantprospective investors, contractor, Affiliate or Sublicensee of such lenders and other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.3. In addition, Archemix potential financing sources and Ophthotech each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary Third Parties conducting due diligence in connection with an actual any financing or potential (i) permitted sublicense acquisition transaction who are obligated to keep such information confidential. Each Party, upon the request of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in will return all reasonable respects with the Confidential Information disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within […***…] of such request or, if earlier, the termination or expiration of this Agreement; provided however, that a protective order with respect Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such disclosure, at termination and (b) one (1) copy of all other Confidential Information in inactive archives solely for the other Party’s expensepurpose of establishing the contents thereof.

Limited Disclosure and Use. Archemix and Ophthotech Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.3. In addition, Archemix and Ophthotech Ribomic each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iviii) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction transaction, and (cb) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

Limited Disclosure and Use. Archemix and Ophthotech each Each Disclosing Party agrees that disclosure of its Confidential Information may be made by the other Receiving Party to its Affiliates and licensees, sublicensees, consultants and contractors and any employeeof their respective officers, consultantdirectors, contractor, Affiliate or Sublicensee of such other Party employees and representatives to enable such other the Receiving Party to exercise its rights or to carry out its responsibilities under this AgreementAgreement or under the APA; provided, that, any such disclosure or transfer shall only be made on a need-to-know basis in each case under appropriate confidentiality provisions substantially equivalent to Persons who are bound by written obligations as described in those of Section 5.39.1. In addition, Archemix and Ophthotech each Licensor agrees that the other Party Licensee may disclose its Confidential Information (a) on a need-to-know basis to such other PartyLicensee’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other PartyLicensee’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party Licensee or (iviii) transfer or sale of all or substantially all of such PartyLicensee’s assets or business (or the portion of such business which includes the development and commercialization of any Products) or in the event of its merger, consolidation, change in control or similar transaction and transaction, (c) for any other purpose with the other PartyLicensor’s written consent, not to be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer under clause (a), (b) or (c) shall only be made under appropriate confidentiality provisions consistent with the nature of the Confidential Information so disclosed. In addition, each Disclosing Party agrees that the other Receiving Party may disclose such Party’s its Confidential Information as required by Applicable Lawsapplicable laws or regulations; provided, that, in the case of any such disclosure, the disclosing Receiving Party shall (1) if practicable, provide the other Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Disclosing Party, cooperate in all reasonable respects with the other Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Disclosing Party’s expense.. - 15 - ARTICLE 10

Limited Disclosure and Use. Archemix and Ophthotech Lilly each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, contractor or Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.33.3. In addition, Archemix and Ophthotech Lilly each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iviii) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction transaction, and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1i) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

Limited Disclosure and Use. Archemix NexMed and Ophthotech Warner each agrees agree that any disclosure of its the other Party’s Confidential Information may to any of its employees, consultants, Affiliates, agents, subcontractors, or sublicensees shall be made by only if and to the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or extent necessary to carry out its rights and responsibilities under this Agreement; provided, thatshall be limited to the maximum extent possible consistent with such rights and responsibilities, any such disclosure or transfer and shall only be made to the extent any such Persons who are bound by written confidentiality obligations as described in Section 5.3. In addition, Archemix to maintain the confidentiality thereof and Ophthotech each agrees that the other Party may disclose its not to use such Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) except as reasonably necessary in connection with an actual expressly permitted by this Agreement. Neither Party shall disclose or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that approval from the other Party, except as otherwise required by Applicable Law, and except as otherwise expressly permitted by this Agreement. Each Party may disclose shall take such action, and shall cause its employees, consultants, Affiliates, agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of the other Party’s Confidential Information as required by Applicable Laws; providedit would customarily take to preserve the confidentiality of its own Confidential Information. In connection with the termination of this Agreement, that, in upon the case request of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in each Party will return all reasonable respects with the Confidential Information disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment or this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in any form, within sixty (60) days of such request; provided however, that a protective order with respect Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such disclosure, at termination and (b) one (1) copy of all other Confidential Information in inactive archives solely for the other Party’s expensepurpose of maintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. Archemix NexMed and Ophthotech Warner each agrees agree that any disclosure of its the other Party’s Confidential Information may to any of its employees, consultants, Affiliates, agents, subcontractors, or sublicensees shall be made by only if and to the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or extent necessary to carry out its rights and responsibilities under this Agreement; provided, thatshall be limited to the maximum extent possible consistent with such rights and responsibilities, any such disclosure or transfer and shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations as described in Section 5.3. In addition, Archemix to maintain the confidentiality thereof and Ophthotech each agrees that the other Party may disclose its not to use such Confidential Information (a) on a need-to-know basis except as expressly permitted by this Agreement. NexMed and Warner each further agree not to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual disclose or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that approval from the other Party, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement. Each Party may disclose shall take such action, and shall cause its employees, consultants, Affiliates, agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of each other Party’s Confidential Information as required by Applicable Laws; providedit would customarily take to preserve the confidentiality of its own Confidential Information. In connection with the termination of this Agreement, that, in upon the case request of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in each Party will return all reasonable respects with the Confidential Information disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment or this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in any form, within sixty (60) days of such request; provided however, that a protective order with respect Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such disclosure, at termination and (b) one (1) copy of all other Confidential Information in inactive archives solely for the other Party’s expensepurpose of maintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. Archemix Apricus and Ophthotech Ferring each agrees agree that any disclosure of its the other Party's Confidential Information may to any of its employees, consultants, Affiliates, agents, subcontractors, or sublicensees shall be made by only if and to the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or extent necessary to carry out its rights and responsibilities under this Agreement; provided, thatshall be limited to the maximum extent possible consistent with such rights and responsibilities, any such disclosure or transfer and shall only be made to the extent any such Persons who are bound by written confidentiality obligations as described in Section 5.3. In addition, Archemix to maintain the confidentiality thereof and Ophthotech each agrees that the other Party may disclose its not to use such Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) except as reasonably necessary in connection with an actual expressly permitted by this Agreement. Neither Party shall disclose or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s 's Confidential Information as required by Applicable Laws; provided, that, in to any Third Parties under any circumstance without the case of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by prior written approval from the other Party, cooperate in all reasonable respects with except as otherwise required by Applicable Law, and except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its employees, consultants, Affiliates, agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of the other Party’s efforts 's Confidential Information as it would customarily take to obtain confidential treatment or a protective order preserve the confidentiality of its own Confidential Information. In connection with respect to any such disclosurethe termination of this Agreement, at upon the request of the other Party’s expense, each Party will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in any form, within sixty (60) days of such request; provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such termination and (b) one (1) copy of all other Confidential Information in inactive archives solely for the purpose of maintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. Archemix and Ophthotech each Each Receiving Party agrees that disclosure of its the Confidential Information of the Disclosing Party, or transfer of any Proprietary Materials of the Disclosing Party, may only be made by the other Receiving Party to any employee, consultantconsultant or Affiliate of the Receiving Party, contractoror, Affiliate or Sublicensee of such other Party with respect to the Company as Receiving Party, to any Approved Subcontractor, to enable such other Receiving Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as of confidentiality no less restrictive than those described in Section 5.3herein. In addition, Archemix and Ophthotech each Party agrees that the other Receiving Party may disclose its the Confidential Information of the Disclosing Party (a) on a need-to-know basis to such other Receiving Party’s legal and financial advisors, advisors who are bound by written obligation of confidentiality no less restrictive than those described herein; (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereundermerger, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its mergeracquisition, consolidation, change in control share exchange or other similar transaction involving such Party and any Third Party in accordance with Section 7.7 of this Agreement; and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable LawsLaws or compelled to do so by order or decree; provided, that, provided that in the case of any such disclosuredisclosure under this clause (c), the disclosing Receiving Party shall (1i) if practicable, provide the other Disclosing Party with reasonable advance written notice of of, and an opportunity to comment on on, any such required disclosure and (2ii) if requested by the other Disclosing Party, cooperate in all reasonable respects with the other Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Disclosing Party’s expense.

Limited Disclosure and Use. Archemix and Ophthotech Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, contractor or Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.34.3. In addition, Archemix and Ophthotech Ribomic each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iviii) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction transaction, and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1i) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Limited Disclosure and Use. Archemix and Ophthotech Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 5.3. In addition, Archemix and Ophthotech Ribomic each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iviii) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction transaction, and (cb) for any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

Limited Disclosure and Use. Archemix and Ophthotech each agrees that disclosure Each Party may disclose the other Party’s Confidential Information to any of its Confidential Information may be made by officers, directors, employees, consultants, agents or Affiliates, Sublicensees (in the other Party case of CELGENE) or licensees (in the case of SUTRO), if and only to any employee, consultant, contractor, Affiliate or Sublicensee of such other Party to enable such other Party to exercise its rights or the extent necessary to carry out its rights and responsibilities under this Agreement; provided, that, any provided that each such disclosure or transfer shall only be made to Persons who are disclosee is bound by written confidentiality obligations as described in Section 5.3. In addition, Archemix to maintain the confidentiality thereof and Ophthotech each agrees that the other Party may disclose its not to use such Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) except as reasonably necessary in connection with an actual or potential (i) expressly permitted sublicense of such other Party’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other by this Agreement. Each Party or (iv) shall not disclose nor transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstances without the prior written consent, approval from the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except as otherwise required by Law or as otherwise expressly permitted under this Agreement or to exercise the rights granted to it hereunder. In additionEach Party shall take such action, each Party agrees that to preserve the confidentiality of the other Party may disclose such Party’s Confidential Information Information, as required by Applicable Laws; providedit would customarily take to preserve the confidentiality of its own Confidential Information, thatusing, in all such circumstances, not less than reasonable care. Each Party, upon the case request of any such disclosure, the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate will return all copies of or destroy (and certify such destruction in all reasonable respects with writing) the Confidential Information disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment this Agreement, within fifteen (15) days of such request or, if earlier, the termination or expiration of this Agreement; provided however that a protective order with respect Party may retain (a) Confidential Information of the other Party relating to any license that is still in force hereunder or which expressly survives such disclosuretermination, at and (b) one (1) copy of all other Confidential Information in archives solely for the other Party’s expensepurpose of establishing the contents thereof.

Limited Disclosure and Use. Archemix and Ophthotech each Each Disclosing Party agrees that disclosure of its Confidential Information may be made by the other Receiving Party to its Affiliates and licensees, sublicensees, consultants and contractors and any employeeof their respective officers, consultantdirectors, contractor, Affiliate or Sublicensee of such other Party employees and representatives to enable such other the Receiving Party to exercise its rights or to carry out its responsibilities under this AgreementAgreement or under the APA; provided, that, any such disclosure or transfer shall only be made on a need-to-know basis in each case under appropriate confidentiality provisions substantially equivalent to Persons who are bound by written obligations as described in those of Section 5.39.1. In addition, Archemix and Ophthotech each Licensor agrees that the other Party Licensee may disclose its Confidential Information (a) on a need-to-know basis to such other PartyLicensee’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other PartyLicensee’s rights hereunder, (ii) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party Licensee or (iviii) transfer or sale of all or substantially all of such PartyLicensee’s assets or business (or the portion of such business which includes the development and commercialization of any Products) or in the event of its merger, consolidation, change in control or similar transaction and transaction, (c) for any other purpose with the other PartyLicensor’s written consent, not to be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer under clause (a), (b) or (c) shall only be made under appropriate confidentiality provisions consistent with the nature of the Confidential Information so disclosed. In addition, each Disclosing Party agrees that the other Receiving Party may disclose such Party’s its Confidential Information as required by Applicable Lawsapplicable laws or regulations; provided, that, in the case of any such disclosure, the disclosing Receiving Party shall (1) if practicable, provide the other Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Disclosing Party, cooperate in all reasonable respects with the other Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Disclosing Party’s expense.