Common use of Permitted Disclosure and Use Clause in Contracts

Permitted Disclosure and Use. Notwithstanding Section 10.1.2, a Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary to: (a) obtain Regulatory Approval of a Licensed Product to the extent such disclosure is made to a Governmental Authority; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute or defend litigation; (c) comply with Laws; (d) comply with applicable stock exchange or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access to this Agreement, provided that such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentiality, such Party shall give reasonable advance notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit such disclosure or to take measures to ensure confidential treatment of such information, and in all such cases, such disclosure shall be limited to only that portion of the Confidential Information so required to be disclosed.

Permitted Disclosure and Use. Notwithstanding Section 10.1.29.1, a Party may disclose Confidential Information of belonging to the other Party only to the extent such disclosure is reasonably necessary tonecessary: (a) to obtain Regulatory Marketing Approval of a Licensed the Product or any other necessary permissions, approvals and other documents issued by governmental authorities; provided that all such disclosures pursuant to the extent such disclosure is made this subsection 9.2(a) are covered by terms of confidentiality and non-use substantially similar to a Governmental Authoritythose set forth herein; (b) comply with to perform or enforce any of the provisions of exercise such Party’s rights under this Agreement; provided that (i) Confidential Information disclosed to such Party’s Affiliates, includinglicensors, but not limited tolicensees or sublicensees, to prosecute and maintain Patents and prosecute directors, officers, employees, consultants, representatives or defend litigation; agents, or other Third Parties (c) comply with Laws; (d) comply with applicable stock exchange including existing or Nasdaq regulation; or (e) potential acquirers, acquisition targets, collaborators, investment bankers, accountants, attorneys, underwritersinvestors, lenders and merger candidates, partners, venture capital firms or other financing sources, licensors, licensees, sublicensees, potential strategic partners financial institutions or investors) is, in each case, on a need-to-know basis and related advisors whose duties reasonably require them solely for business purposes relevant to have access to and permitted by this Agreement, (ii) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations no less than substantially as restrictive as those set forth in this Agreement and (iii) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; or (c) to comply with any applicable law or regulation (including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory); provided that the Party making such accountants, attorneys, underwriters, lenders and disclosure will reasonably consider the comments of the other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10Party regarding confidential treatment sought for any disclosure. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 9.2, such Party shall will give reasonable advance notice of such intended disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit object to such disclosure or to take measures to ensure confidential treatment of such information. The Receiving Party will cooperate reasonably with the Disclosing Party’s efforts to protect the confidentiality of the information. Notwithstanding Section 9.1, Vertex may disclose ▇▇▇▇▇’▇ Confidential Information to a Revenue Buyer or a bona fide potential Revenue Buyer as reasonably necessary in connection with a Monetization Transaction or proposed Monetization Transaction, including a copy of this Agreement and information related to the royalties payable by ▇▇▇▇▇ to Vertex such as financial reports indicating the amounts that are the subject of the Monetization Transaction, audit reports related to such amounts, if any, and in all notices and other correspondence; provided that such cases, Confidential Information under or relating to the subject matter of this Agreement is relevant to the Monetization Transaction; provided further that each recipient of such disclosure Confidential Information shall be limited to only that portion under an obligation of confidentiality no less protective than the Confidential Information so required to be disclosedterms of this Agreement.

Permitted Disclosure and Use. Notwithstanding Section 10.1.28.5, a Party may disclose Confidential Information of the other belonging to another Party if and only to the extent such disclosure is reasonably necessary to: : (a) obtain Regulatory Approval of a Licensed Product to the extent such disclosure is made to a Governmental Authority; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute or defend litigation; (c) comply with Laws; (d) comply with applicable stock exchange Laws, Regulatory Acts, rules, regulations, government requirements or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access to this Agreementcourt orders, provided that the Receiving Party shall promptly notify the Disclosing Party of its notice of any such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investorsrequirements, and related advisors are provide the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy or waive its rights under this Article VIII; and disclose only the portion of Confidential Information that it is legally required to furnish; (b) secure any Regulatory Approvals for the BridgeBio Products, provided that the Disclosing Party will take all reasonable steps to limit disclosure of the Confidential Information outside such Regulatory Authority and to otherwise maintain the confidentiality of the Confidential Information; or (c) solely with respect to Confidential Information consisting of this Agreement under contractual and, if executed, the other Definitive Agreements and the financial aspects of such agreements, for the presentation of or reporting to (i) financial agencies or institutions, (ii) actual or potential investors or brokers, or (iii) potential Third Party acquirors (including their respective officers, directors, employees and representatives) of all or substantially all of the relevant Party’s assets or lines of business; and maintaining compliance with the Definitive Agreements executed in connection with this Section 8.6(c)(i), (ii) and (iii); provided that any such disclosure is provided pursuant to a confidentiality agreement containing similar or more restrictive terms substantially similar to those contained than in this ARTICLE 10Agreement. If a Party deems it necessary to disclose Confidential Information [***] Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentiality, such Party shall give reasonable advance notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit such disclosure or to take measures to ensure confidential treatment of such information, Securities and in all such cases, such disclosure shall be limited to only that portion of the Confidential Information so required to be disclosedExchange Commission.

Permitted Disclosure and Use. Notwithstanding Section 10.1.214.3, a Party may disclose Confidential Information of the other belonging to another Party if and only to the extent such disclosure is reasonably necessary to: : (a) obtain comply with applicable Laws, Regulatory Approval Acts, rules, regulations, government requirements or court orders, provided that the Receiving Party shall promptly notify the Disclosing Party of its notice of any such requirements; provide the Disclosing Party a Licensed Product reasonable opportunity to seek a protective order or other appropriate remedy or waive its rights under this Article XIV; and disclose only the extent such disclosure portion of Confidential Information that it is made legally required to a Governmental Authority; furnish; (b) comply with or enforce secure any Regulatory Approvals for the Sarepta Drug Products, provided that the Disclosing Party will take all reasonable steps to limit disclosure of the provisions Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; or (c) solely with respect to Confidential Information consisting of this Agreement and the financial aspects of this Agreement, includingfor the presentation of or reporting to financial agencies or institutions, but not limited to, to prosecute and maintain Patents and prosecute actual or defend litigation; (c) comply with Laws; (d) comply with applicable stock exchange potential investors or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investorsbrokers, and related advisors whose duties reasonably require them to have access to this Agreementtheir respective officers, directors, employees and representatives for the limited purpose of securing debt or equity financing and maintaining compliance with the definitive agreements executed in connection therewith; provided that any such accountants, attorneys, underwriters, lenders disclosure is provided pursuant to a confidentiality agreement containing similar to or more restrictive than the terms in this Agreement and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investorsprovided further that the Party exercising its rights under this Section 14.4(c) shall be responsible for ensuring such recipients’ compliance with, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentiality, such Party shall give reasonable advance notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit such disclosure or to take measures to ensure confidential treatment of such information, and in all such cases, such disclosure shall be limited to only that portion of the Confidential Information so required to be disclosedliable for any violation by such recipients of, Catalent’s confidentiality and disclosure obligations contained herein.

Permitted Disclosure and Use. Notwithstanding Section 10.1.28.1, a Party may disclose Confidential Information of belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Regulatory Approval Marketing Authorization of a Licensed the Product or any other necessary permissions, approvals and other documents issued by governmental authorities, provided that all such disclosures pursuant to the extent such disclosure is made this subsection 8.2(a) are covered by terms of confidentiality and non-use substantially similar to a Governmental Authoritythose set forth herein; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute ; or defend litigation; (c) comply with Laws; any applicable law or regulation (d) comply with applicable stock exchange including the rules and regulations promulgated by the United States Securities and Exchange Commission or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access to this Agreementany equivalent governmental agency in any country in the Territory), provided that such accountantsParty will, attorneysto the extent reasonably practical, underwriters, lenders submit to the other Party the proposed disclosure at least 30 calendar days in advance of the proposed disclosure and shall reasonably consider the comments of the other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10Party regarding confidential treatment sought for such disclosure. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 8.2, such Party shall give reasonable advance notice of such intended disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit object to such disclosure or to take measures to ensure confidential treatment of such information. The Receiving Party will cooperate reasonably with the Disclosing Party’s efforts to protect the confidentiality of the information. Further, notwithstanding Section 8.1, VERTEX may disclose TREKtx’s Confidential Information to a Revenue Buyer or a bona fide potential Revenue Buyer as reasonably necessary in connection with a Monetization Transaction or proposed Monetization Transaction, including a copy of this Agreement and information related to the Milestone Payments and royalties payable by TREKtx to VERTEX such as financial reports indicating the amounts that are the subject of the Monetization Transaction, audit reports related to such amounts, if any, and in all notices and other correspondence provided under or relating to the subject matter of this Agreement, that are relevant to the Monetization Transaction, provided further that, each recipient of such cases, such disclosure Confidential Information shall be limited to only that portion under an obligation of confidentiality no less protective than the Confidential Information so required to be disclosedterms of this Agreement.

Permitted Disclosure and Use. Notwithstanding Section 10.1.210.01, a Party may disclose Confidential Information of belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Regulatory Approval Marketing Authorization of a Licensed Product to the extent such disclosure is made to a Governmental AuthorityProduct; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute ; or defend litigation; (c) comply with Laws; (d) comply with applicable stock exchange or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access to this Agreement, provided that such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 10.02, such Party shall give reasonable advance notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit object to such disclosure or to take measures to ensure confidential treatment of such information. The Receiving Party will cooperate reasonably with the Disclosing Party’s efforts to protect the confidentiality of the information. Either Party may disclose Confidential Information of the other Party as is reasonably necessary to effectuate the purposes of this Agreement (including but not limited to entering into undertakings with Third Parties for research, Development, manufacturing and Commercialization purposes), provided, however, that whenever either Party (the “Further Disclosing Party”) intends to disclose Confidential Information of the other Party to such Third Party (“Permitted Recipient”), the Further Disclosing Party shall first obtain from the Permitted Recipient a written nondisclosure and non-use agreement. The Further Disclosing Party will secure the Permitted Recipient’s agreement to nondisclosure and non-use terms that are equivalent in scope to those imposed upon the Further Disclosing Party itself under this Agreement and for as long a duration as is reasonably possible, up to the duration of the Further Disclosing Party’s own nondisclosure and non-use obligations hereunder, but in any case not less than five (5) years after the termination of such agreement with the Permitted Recipient; provided, however, that if the Permitted Recipient is a formulation or manufacturing entity, the Further Disclosing Party will obtain the prior written consent of the Disclosing Party (not to be withheld unreasonably) before agreeing to nondisclosure and nonuse terms that are not equivalent in scope to those imposed upon the Further Disclosing Party. The Further Disclosing Party shall require the Permitted Recipient to likewise agree to the following conditions: (1) all confidential data and materials disclosed to the Permitted Recipient or generated by it in the course of the work to be performed is proprietary to the Further Disclosing Party and Permitted Recipient has no right to publish, sell, assign, or otherwise transfer same, except that, in the case of Permitted Recipients who are performing clinical development work on the THERAVANCE Compound and/or Licensed Product, Permitted Recipient may publish the results of its work in a manner consistent with Permitted Recipient’s institutional policies and in the interest of academic and/or scientific advancement, and in all such casesaccordance with the publication provisions of Section 10.03 hereof; and (2) no confidential data or materials may be retained by Permitted Recipient after conclusion of its work for the Further Disclosing Party except (i) to the extent Permitted Recipient deems reasonably necessary to ensure its compliance with its nondisclosure obligations to the Further Disclosing Party; and (ii) as may be required by Law, such disclosure shall be limited to only that portion of the Confidential Information so required to be disclosedregulation, or court order.

Permitted Disclosure and Use. Notwithstanding Section 10.1.212.2, a (i) either Party may disclose Confidential Information of belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Regulatory Approval of a Licensed Product to the extent such disclosure is made to a Governmental Authority; (b) comply with or enforce any of the provisions of this Agreement; (b) comply with Applicable Laws, including, but not limited to, to prosecute and maintain Patents and prosecute or defend litigationincluding the rules of any securities listing organization; (c) comply with Lawsrespond to subpoena or other compulsory legal process; or (d) comply with applicable stock exchange or Nasdaq regulation; or (e) accountantsdisclose Confidential Information related to the Product only to the extent such disclosure is made to a governmental authority, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investorsincluding a Regulatory Authority, and related advisors whose duties is reasonably require them necessary to have access to this Agreementobtain or maintain Regulatory Approval of the Product, provided that such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10as applicable. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party sufficient to permit such other Party sufficient reasonable opportunity to challenge or limit reasonably object to such disclosure or to take measures to ensure confidential treatment of such information, and including seeking a protective order or other appropriate remedy. Either Party may provide a copy of this Agreement or otherwise disclose its terms in all connection with (i) any financing transaction or due diligence inquiry, including any Third Parties that may assist such casesParty in its due diligence inquires or ongoing requirements hereunder, such disclosure as foreign corrupt practices compliance and (ii) obtaining any necessary consents from any Third Party to perform its obligations hereunder, provided that the person or entity to whom a copy of this Agreement is provided or to whom the terms of this Agreement are disclosed is bound by reasonable confidentiality obligations, and provided further that such Party is responsible for breaches of confidentiality hereunder by such person or entity to whom a copy of this Agreement is provided or to whom the terms of this Agreement are disclosed; for clarity, Alimera may provide a copy of this Agreement to Eyepoint and its legal successor in title, if any. Notwithstanding the foregoing, the Parties shall be limited to only that portion agree upon and issue a press release announcing the execution of this Agreement and describing the relationship of the Confidential Information so required Parties under the Agreement. In addition, each Party may disclose to be disclosedThird Parties the information disclosed in such press release without the need for further approval by the other Party, and Alimera may disclose to Third Parties (via press releases or otherwise) the achievement of any material milestones in connection with this Agreement without prior approval by Ocumension, including by way of example only, receiving an appropriate price from the relevant Regulatory Authorities and the first sale by the Ocumension in the Territory.

Permitted Disclosure and Use. Notwithstanding Section 10.1.212.2, a (i) either Party may disclose Confidential Information of belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) comply with or enforce any of the provisions of this Agreement; or (b) comply with Applicable Laws; and (ii) Amarin may disclose Confidential Information belonging to Licensee related to the Product only to the extent such disclosure is reasonably necessary to obtain or maintain Regulatory Approval of a Licensed Product the Product, as applicable, to the extent such disclosure is made to a Governmental Authority; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute or defend litigation; (c) comply with Laws; (d) comply with applicable stock exchange or Nasdaq regulation; or (e) accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access to this Agreement, provided that such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 12.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit object to such disclosure or to take measures to ensure 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. confidential treatment of such information, and including seeking a protective order or other appropriate remedy. Notwithstanding Section 12.2, Amarin may also disclose Confidential Information belonging to Licensee related to the Product to Third Parties in all such cases, such disclosure shall be limited to only that portion connection with the development or commercialization of the Product outside of the Field or outside of the Territory (provided, that such Third Parties are bound by written agreements having terms at least as protective as those contained in this ARTICLE 12 with respect to keeping such Confidential Information so required to be disclosedconfidential).

Permitted Disclosure and Use. Notwithstanding Section 10.1.211.2, a (i) either Party may disclose Confidential Information of belonging to the other Party to the extent such disclosure is reasonably necessary to: (a) obtain Regulatory Approval of a Licensed Product to the extent such disclosure is made to a Governmental Authority; (b) comply with or enforce any of the provisions of this Agreement, including, but not limited to, to prosecute and maintain Patents and prosecute or defend litigation; (c) comply with Laws; (db) comply with applicable stock exchange or Nasdaq regulation; Law or (ec) accountantsto the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners or investors, and related advisors whose duties reasonably require them to have access the extent such disclosure is made to this Agreement, provided that such accountants, attorneys, underwriters, lenders and other financing sources, licensors, licensees, sublicensees, potential strategic partners, investors, and related advisors are required to maintain the confidentiality of this Agreement under contractual terms substantially similar to those contained in this ARTICLE 10a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to the foregoing clause (d) in a manner by which such Confidential Information shall no longer retain its confidentialitythis Section 11.3, such Party shall give reasonable advance written notice of such disclosure to the other Party to permit such other Party sufficient opportunity to challenge or limit object to such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 11.2, Kaken may also disclose Confidential Information belonging to Brickell related to Product (i) to Third Parties in connection with the development or commercialization of Product inside the Territory and (ii) to potential licensees, potential acquirors or potential financing sources (provided that such Third Parties in all clauses (i) and (ii) are bound by written agreements having terms at least as protective as those contained in this ARTICLE 11 with respect to keeping such casesConfidential Information confidential) and Brickell may also disclose Confidential Information belonging to Kaken related to Product, Drug Substance or Product Components (iii) to Third Parties in connection with the development or commercialization of Product, outside the Territory and (iv) to potential licensees, potential acquirors or potential financing sources (provided that such Third Parties in clauses (iii) and (iv) are bound by written agreements having terms at least as protective as those contained in this ARTICLE 11 with respect to keeping such Confidential Information confidential). The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure shall be limited to only that portion of the Disclosing Party’s Confidential Information, and will cooperate with the Disclosing Party in any reasonably requested fashion to assist the Disclosing Party to regain possession of such Confidential Information so required and to be disclosedprevent its further unauthorized use or disclosure.