Common use of Limited Disclosure Clause in Contracts

Limited Disclosure. Paratek and WCCI each agree that any disclosure of the disclosing Party’s Confidential Information to any officer, employee, consultant, agent, Affiliate or sublicensee of a receiving Party, as the case may be, 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 persons who are bound by written confidentiality obligations (including such provision as contained in employment agreements) to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Paratek and WCCI each further agree not to disclose or transfer the disclosing Party’s Confidential Information to any Third Party under any circumstance without the prior written approval from the disclosing Party, except as otherwise expressly permitted by this Agreement. Notwithstanding, the foregoing, each receiving Party may disclose information to the extent such disclosure is reasonably necessary to (a) file and prosecute Patent Rights which are filed or prosecuted in accordance with the provisions of this Agreement, (b) file, prosecute or defend litigation in accordance with the provisions of this Agreement or (c) comply with Applicable Law, regulations or court orders; provided, however, that if a receiving Party is required to make any such disclosure of a disclosing Party’s Confidential Information in connection with any of the foregoing, it will give reasonable advance notice to the disclosing Party of such disclosure requirement and will use reasonable efforts to assist such disclosing Party in efforts to secure confidential treatment of such information required to be disclosed. The Parties hereby agree that a copy of this Agreement may be provided by Paratek to Tufts pursuant to Paratek’s obligations under the Tufts License Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Limited Disclosure. Paratek and WCCI each agree that any disclosure In case the Buyer is a publicly traded company. Except as required by securities’ regulators, no public announcement or press release in connection with the subject matter of the disclosing Party’s Confidential Information to any officer, employee, consultant, agent, Affiliate term sheet or sublicensee of a receiving Party, as the case may be, this Agreement 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 persons who are bound or issued by written confidentiality obligations (including such provision as contained in employment agreements) to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Paratek and WCCI each further agree not to disclose or transfer the disclosing Party’s Confidential Information to any Third on behalf of either Party under any circumstance without the prior written approval from of the disclosing other Party, except as otherwise expressly permitted by this Agreement. Notwithstanding, the foregoing, The Parties mutually agree that each receiving Party may disclose information to third parties that it has entered into this Agreement subject to the other Party’s prior written approval. The Receiving Party may disclose Confidential Information of the Disclosing Party on a strict need-to-know basis only to its authorized employees, auditors, counsel and other representatives performing services for its benefit (the “Authorized Recipients”), solely as required in order for the Receiving Party to perform their respective obligations hereunder, so long as such representatives are bound by the written confidentiality agreements having terms no less strict than those set forth herein. The Receiving Party shall remain liable at all times for any breach by the Authorized Recipients of the confidentiality obligations set forth therein. If Confidential Information is required to be disclosed by law, regulation, court order by either Party, such disclosure shall be permitted to the extent legally required, provided that to the extent legally permissible, the Disclosing Party is given reasonable prior notice to enable it to seek a protective order or confidential treatment prior to such disclosure is reasonably necessary disclosure. Notwithstanding anything to (a) file and prosecute Patent Rights which are filed or prosecuted the contrary in accordance with the provisions of this Agreement, Buyer shall be permitted to: (bi) filemake public disclosure of such details related to this Agreement as it determines are necessary to satisfy its disclosure obligations as a public company under applicable law and regulation, prosecute or defend litigation in accordance with the provisions including public filing of this Agreement or on the Xxxxx website of the United States Securities and Exchange Commission; and (cii) comply with Applicable Law, regulations or court orders; provided, however, that if a receiving Party is required to make disclose any such disclosure of a disclosing Party’s Confidential Information in connection with response to a request or demand of any regulator or self-regulatory organization of the foregoing, it will give reasonable advance notice to the disclosing Party competent jurisdiction in respect of such disclosure requirement and will use reasonable efforts to assist such disclosing Party in efforts to secure confidential treatment of such information required to be disclosed. The Parties hereby agree that a copy of this Agreement may be provided by Paratek to Tufts pursuant to Paratek’s obligations under the Tufts License Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amendedBuyer.

Limited Disclosure. Paratek Palatin and WCCI King each agree that any disclosure of the disclosing other Party’s Confidential Information or any transfer of the other Party’s Proprietary Materials to any officer, employee, consultantConsultant, agent, agent or Affiliate of Palatin or sublicensee of a receiving PartyKing, as the case may be, 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 responsibilities, and shall only be made to persons who are bound by written confidentiality obligations (including such provision as contained in employment agreements) to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement. Paratek Palatin and WCCI King each further agree not to disclose or transfer the disclosing other Party’s Confidential Information or Proprietary Materials to any Third Party Parties under any circumstance without the prior written approval from the disclosing Partyother Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement. NotwithstandingEach Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information and Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the foregoingreceiving party must notify the Disclosing Party immediately after learning of the order, each receiving so as to provide the Disclosing Party may disclose information an opportunity to protect the information, and the Receiving Party must limit the disclosure to the extent such disclosure is reasonably necessary to (a) file and prosecute Patent Rights which are filed or prosecuted in accordance minimum that will comply with the provisions order. Each Party, upon the request of the other Party, will return all the Proprietary Information and Confidential Materials disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within sixty (60) days of the request or, if earlier, the termination or expiration of this Agreement, (b) file, prosecute or defend litigation in accordance with the provisions of this Agreement or (c) comply with Applicable Law, regulations or court orders; provided, provided however, that if a receiving Party is required to make any such disclosure of a disclosing Party’s may retain Confidential Information in connection with any and Proprietary Materials of the foregoing, it will give reasonable advance notice other Party relating to the disclosing Party of any license or right to use Technology which survives such disclosure requirement termination and will use reasonable efforts to assist such disclosing Party in efforts to secure confidential treatment of such information required to be disclosed. The Parties hereby agree that a one copy of this Agreement all other Confidential Information may be provided by Paratek to Tufts pursuant to Paratek’s obligations under retained in inactive archives solely for the Tufts License Agreement. Portions purpose of this Exhibit, indicated by establishing the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amendedcontents thereof.

Limited Disclosure. Paratek and WCCI each agree that any disclosure of Each Receiving Party shall be entitled to disclose the disclosing Disclosing Party’s Confidential Information to any officeremployees, employeeconsultants, consultant, agent, Affiliate subcontractors and Affiliates of the Receiving Party to enable the Receiving Party to exercise its rights or sublicensee of a receiving Party, as the case may be, 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 provided that such rights and responsibilities and disclosure shall only be made to persons who are bound by written confidentiality obligations (including such provision as contained described in employment agreementsSection 6.1(c) to maintain hereof. In addition, the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Paratek and WCCI each further agree not to Receiving Party may disclose or transfer the disclosing Disclosing Party’s Confidential Information to any Third Party under any circumstance without the prior written approval from the disclosing Party, except as otherwise expressly permitted by this Agreement. Notwithstanding, the foregoing, each receiving Party may disclose information to the extent such disclosure (i) is reasonably necessary to (a) file and file, prosecute Patent Rights which are filed or prosecuted in accordance with the provisions of this Agreementmaintain patents or patent applications, (b) or to file, prosecute or defend litigation related to patents or patent applications[***] and in accordance with the provisions of this Agreement Agreement, or (cii) comply as required by Applicable Laws, provided that in the case of any disclosure under this clause (ii), the Receiving Party shall (A) if practicable, provide the Disclosing Party with Applicable Law, regulations or court orders; provided, however, that if a receiving Party is required to make any such disclosure of a disclosing Party’s Confidential Information in connection with any of the foregoing, it will give reasonable advance notice of and an opportunity to the disclosing Party of such disclosure requirement and will use reasonable efforts to assist such disclosing Party in efforts to secure confidential treatment of such information required to be disclosed. The Parties hereby agree that a copy of this Agreement may be provided by Paratek to Tufts pursuant to Paratek’s obligations under the Tufts License Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. comment on any such required disclosure, (B) if requested by the Disclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (C) use good faith efforts to incorporate the comments of the Disclosing Party in any such disclosure or request for confidential treatment or a protective order.