Common use of Permitted Disclosure and Use Clause in Contracts

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, (i) in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws (including the rules of any stock exchange), provided that, to the extent permitted pursuant to Applicable Law, the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party seeks confidential treatment of such Confidential Information to the maximum extent permitted by the relevant Governmental Authority; or (ii) a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that, to the extent permitted pursuant to Applicable Law, the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, either Party may disclose Confidential Information as necessary in connection with any actual or proposed financing, acquisition, merger, collaboration, licensing transaction or similar transaction, subject to confidentiality, or as necessary to obtain legal or financial advice from its attorneys, accountants and legal or financial advisors, provided, however, that the applicable Party shall limit such disclosure to the extent possible including the provision of redacted documents and provided further that the Person to whom such disclosure is made is subject to obligations of confidentiality to the Party making such disclosure that are no less stringent than those contained in this Article 6. The Receiving Party making any disclosure pursuant to the immediately preceding sentence will be responsible for the compliance by such Persons with the requirements of this Article 6 as though such Persons were the Receiving Party hereunder and shall be liable for any breach by such Persons of this Article 6. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 and 11.2.

Permitted Disclosure and Use. The Notwithstanding anything to the contrary in this Agreement, in the event that the Receiving Party shall have the right or any of its directors, officers, employees, agents and advisors and their representatives deems it necessary or are requested or required (by oral questions, deposition, interrogatories, requests for information or documents, subpoena, civil investigative demand or other legal process by a court or other governmental authority, or by any Regulatory Authority to obtain Regulatory Approval of a Licensed Product) to disclose Confidential Information if, (i) in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by all or any Applicable Laws (including the rules part of any stock exchange), provided that, to the extent permitted pursuant to Applicable LawConfidential Information, the Receiving Party gives adequate prior will provide the Disclosing Party with prompt notice of such disclosure request or requirement (which notice shall be reasonably in advance of such requested or required disclosure), as well as notice of the terms and circumstances surrounding such request or requirement, so that the Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Agreement. In such case, the Receiving Party shall consult with the Disclosing Party with respect to the advisability of pursuing any such order or other legal action or available steps to resist or narrow such request or requirement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of counsel satisfactory to the Disclosing Party and the Receiving Party seeks confidential treatment of such its counsel, legally compelled to disclose any Confidential Information to the maximum extent permitted by the relevant Governmental Authority; or (ii) a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that, to the extent permitted pursuant to Applicable LawInformation, the Receiving Party gives adequate prior notice may disclose that portion of such disclosure the Confidential Information which its counsel advises the Receiving Party that the Receiving Party is legally compelled to disclose. In any event, the Receiving Party will use reasonable efforts to obtain and will not oppose action by the Disclosing Party to permit the Disclosing Party to intervene and to request obtain, an appropriate protective orders order or other reliable assurance that confidential treatmenttreatment will be afforded the disclosure of such Confidential Information. The Receiving Party will cooperate reasonably use best efforts to cause its directors, officers, employees, affiliates, agents and advisors and their representatives to comply with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision terms of this Agreement, either Section. A Receiving Party may disclose Confidential Information as necessary in connection with any actual or proposed financing, acquisition, merger, collaboration, licensing transaction or similar transaction, subject belonging to confidentiality, or as necessary to obtain legal or financial advice from its attorneys, accountants and legal or financial advisors, provided, however, that the applicable a Disclosing Party shall limit such disclosure to the extent possible including the provision of redacted documents and provided further that the Person to whom such disclosure is made is subject reasonably necessary to obligations of confidentiality to enforce the Party making such disclosure that are no less stringent than those contained in this Article 6. The Receiving Party making any disclosure pursuant to the immediately preceding sentence will be responsible for the compliance by such Persons with the requirements provisions of this Article 6 as though such Persons were the Receiving Party hereunder and shall be liable for any breach by such Persons of this Article 6. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 and 11.2Agreement.

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, (i) in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws (including the rules of any stock exchange)Laws, provided that, to the extent permitted pursuant to Applicable Law, that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party seeks uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the maximum extent permitted by the relevant Governmental Authorityrequired disclosure to only that which is required; or (ii) a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that, to the extent permitted pursuant to Applicable Law, that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatmenttreatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, either each Party may disclose Confidential Information (a) as necessary in connection with any actual or proposed financing, acquisition, merger, collaboration, licensing transaction sublicensing or similar transaction, subject to confidentialityconfidentiality substantially similar to that required in this Article 6, or as necessary to obtain legal or financial advice from its attorneys, accountants and legal or financial advisors, provided, however, that the applicable Party shall limit such disclosure to the extent possible including the provision of redacted documents and provided further that the Person to whom such disclosure is made is subject to obligations advisors who have an obligation of confidentiality to the Party making such disclosure that are no less stringent than those contained Party; and (b) in this Article 6. The Receiving Party making any disclosure connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the immediately preceding sentence will be responsible for the compliance by scope of disclosure, as to any such Persons with the requirements of this Article 6 as though such Persons were the Receiving Party hereunder and shall be liable for any breach by such Persons of this Article 6uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 and 11.2. In addition, notwithstanding the foregoing, to the extent that either Party’s legal counsel reasonably determines that it is required to make a filing or any other public disclosure with respect to this Agreement or the terms or existence hereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, Nasdaq or any governmental or regulatory authority or body, including without limitation the U.S. Securities and Exchange Commission (the “SEC”) (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof and shall use reasonable efforts to (i) maintain the confidentiality of the other Party’s confidential information in any such filing or disclosure and (ii) limit the scope of such required disclosure. To the extent that either Party reasonably determines that it is *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. required to file a copy of this Agreement to comply with the Disclosure Obligations, such Party shall promptly inform the other Party thereof. Prior to making any such filing of a copy of this Agreement, the Parties shall mutually agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any comments received from the SEC with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if such treatment is not achieved after the first round of responses to comments from the SEC. Notwithstanding anything to the contrary in this Agreement, either Party may make reference to the existence of this Agreement and describe the relationship between the Parties in connection with any required securities filings or other required public disclosure without seeking the other Party’s prior consent. This paragraph shall apply with respect to the filing of a copy of this Agreement or any public disclosure relating to this Agreement to comply with the Disclosure Obligations, notwithstanding the provisions of this Article 6.

Permitted Disclosure and Use. 11. The Receiving Parties agree that Common Interest and Joint Defence Materials received pursuant to the Agreement, or the contents thereof, may be disclosed to their respective directors, officers, employees and agents but only to the extent that such persons have a need to receive such information (collectively, “Permitted Recipients”). The Parties agree that all Permitted Recipients are subject to the terms of this Agreement and the disclosing Party shall have will ensure compliance by the Permitted Recipients with this Agreement. 12. The Parties agree that the sharing of Common Interest and Joint Defence Materials, and the information contained therein, is for the purpose of addressing Regulatory Compliance while maintaining solicitor-client and litigation privilege. 13. The Parties agree that a Party may use or disclose information generated by that Party or obtained independently of this Agreement by that Party, and such use or disclosure includes the right to disclose Confidential Information ifinformation to other Parties in a redacted format and to impose additional limitations on the use of Common Interest and Joint Defence Materials. By written designation, (i) a Party may limit disclosure of Common Interest and Joint Defence Materials to “Counsel and Experts Only”, in which case Counsel and any relevant Experts will accordingly limit any disclosure of such Common Interest and Joint Defence Materials or redact as appropriate. 14. The Parties agree that for the reasonable opinion purposes of assisting with respect to addressing Regulatory Compliance, a Party may disclose Common Interest and Joint Defence Materials received pursuant to this Agreement, or the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws (including the rules of any stock exchange), provided thatcontents thereof, to the extent permitted pursuant third party experts or consultants (“Permitted Third Party Recipients”) who have a signed undertaking to Applicable Law, the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party seeks confidential treatment of such Confidential Information to the maximum extent permitted abide by the relevant Governmental Authority; or (ii) a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that, to the extent permitted pursuant to Applicable Law, the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision terms of this Agreement, either . 15. Nothing in this Agreement shall limit the right of each Party may disclose Confidential Information as necessary in connection with any actual or proposed financing, acquisition, merger, collaboration, licensing transaction or similar transaction, subject to confidentialityuse, or to disclose to anyone, any of its own documents or information, or any documents or information obtained independently and not pursuant to this Agreement. The obligations set out in this Agreement shall not apply in respect of Common Interest and Joint Defence Materials which: a. are or become generally available to the public other than as necessary a result of unauthorized disclosure by a Party; DRAFT: Error! Unknown document property name.- 109502316 v5saved on April 11, 2019 b. were already lawfully in possession of, or known by, the receiving Party on a non-confidential basis before receipt from the originating Party; c. become available lawfully and in good faith to obtain legal or financial advice the receiving Party on a non- confidential basis from its attorneys, accountants and legal or financial advisorsa source other than the Parties hereto, provided, however, that the applicable Party shall limit such disclosure that, to the extent possible including knowledge of the provision receiving Party after reasonable inquiry, such source is not bound by a confidentiality agreement with, or other obligation of redacted documents secrecy to, the disclosing Party or another person or otherwise prohibited from giving the Common Interest and provided further that the Person to whom such disclosure is made is subject to obligations of confidentiality Joint Defence Materials to the receiving Party making such disclosure that by a contractual, legal or fiduciary obligation; or d. are no less stringent than those contained in this Article 6. The Receiving developed by the receiving Party making independently of any disclosure pursuant to Common Interest and Joint Defence Materials received from the immediately preceding sentence will be responsible for the compliance by such Persons with the requirements of this Article 6 as though such Persons were the Receiving Party hereunder and shall be liable for any breach by such Persons of this Article 6. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 and 11.2originating Party.

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, (ia) in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable applicable Laws (including including, but not limited to, the rules of any stock exchange), provided that, to the extent permitted pursuant to Applicable Law, that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party seeks confidential treatment of such Confidential Information to the maximum extent permitted by the relevant Governmental Authority; or (iib) a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that, to the extent permitted pursuant to Applicable Law, that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Without limiting Section 10.2, each Party may disclose Confidential Information of the other Party to Third Parties under appropriate terms and conditions, including, without limitation, confidentiality provisions substantially equivalent to these in this Agreement only (a) for sublicensing (if approved by CG), consulting, manufacturing permitted under this Agreement, development, external testing and marketing studies with respect to the Products covered by this Agreement or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, conducting preclinical or Clinical studies, engaging in regulatory activities for the purpose of obtaining Marketing Authorization Approval, and developing and marketing Products pursuant to this Agreement. The disclosing Party shall be responsible for any breaches of confidentiality by such Third Parties to whom it has disclosed the other Party’s Confidential Information. Furthermore, notwithstanding any other provision of this Agreement, either each Party may disclose Confidential Information disclose: (i) the terms of this Agreement as necessary in connection with any actual or proposed financing, acquisition, merger, collaboration, licensing transaction merger or similar transaction, subject to confidentiality, ; or as (ii) Confidential Information to the extent necessary to obtain legal or financial advice from its attorneys, accountants and legal attorneys or financial advisors, provided, however, that the applicable Party shall limit such disclosure to the extent possible including the provision of redacted documents and provided further that the Person to whom such disclosure is made is subject to obligations of confidentiality to the Party making such disclosure that are no less stringent than those contained in this Article 6. The Receiving Party making any disclosure pursuant to the immediately preceding sentence will be responsible for the compliance by such Persons with the requirements of this Article 6 as though such Persons were the Receiving Party hereunder and shall be liable for any breach by such Persons of this Article 6accountants. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 15.1 (Publications) and 11.214.2 (Public Announcements).