Common use of Permitted Disclosure and Use Clause in Contracts

Permitted Disclosure and Use. Notwithstanding Section 10.01, a Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Marketing Authorization of the Licensed Product or any other necessary permissions, approvals and other documents issued by Governmental Authorities; (b) enforce the provisions of this Agreement; or (c) comply with Laws. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 10.02, such Party shall give reasonable advance notice of such intended disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 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 10.01, the Theravance may use and disclose the Confidential Information of Clinigen as necessary to make, have made and Develop the Licensed Product and to make, have made and Develop additional compounds or products for the treatment of bacterial infections so long as the recipient of such Confidential Information is bound by confidentiality obligations no less restrictive than contemplated by the Parties in this Agreement and the Clinigen is named as an intended third party beneficiary of such confidentiality agreement.

Permitted Disclosure and Use. Notwithstanding Section 10.01, a 8.2 either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Marketing Authorization comply with or enforce any of the Licensed Product or any other necessary permissions, approvals and other documents issued by Governmental Authorities; (b) enforce the provisions of this Agreement; , (b) comply with Applicable Law or (c) comply with Lawsto the extent such disclosure is reasonably necessary to obtain or maintain regulatory approval of a Product, to the extent such disclosure is made to a Governmental Authority. If a Receiving Party deems it necessary to disclose Confidential Information of the other Disclosing Party pursuant to this Section 10.028.3, such the Receiving Party shall give reasonable advance written notice of such intended disclosure to the other Disclosing Party to permit such other the Disclosing Party sufficient opportunity to object to such disclosure or to take measures to ensure ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. confidential treatment of such information, including seeking a protective order or other appropriate remedy. Notwithstanding Section 8.2, Distributor may also disclose Confidential Information belonging to Company related to Product (i) to third parties in connection with the promotion, marketing and sales of Products in the Territory and (ii) to potential subdistributors and potential Sales Representatives (provided that such third parties in clauses (i) and (ii) are bound by written agreements having terms at least as protective as those contained in this Section 8 with respect to keeping such Confidential Information confidential). The Receiving Party will cooperate reasonably with shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party’s efforts Confidential Information, and will cooperate with the Disclosing Party in any reasonably requested fashion to protect assist the confidentiality of the information. Notwithstanding Section 10.01, the Theravance may use and disclose the Confidential Information of Clinigen as necessary Disclosing Party to make, have made and Develop the Licensed Product and to make, have made and Develop additional compounds or products for the treatment of bacterial infections so long as the recipient regain possession of such Confidential Information is bound by confidentiality obligations no less restrictive than contemplated by the Parties in this Agreement and the Clinigen is named as an intended third party beneficiary of such confidentiality agreementto prevent its further unauthorized use or disclosure.

Permitted Disclosure and Use. Notwithstanding Section 10.018.1.2, a (i) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (a) obtain Marketing Authorization comply with or enforce any of the Licensed Product or any other necessary permissions, approvals and other documents issued by Governmental Authorities; (b) enforce the provisions of this Agreement; (c) comply with Laws; or (c) comply with Lawsapplicable stock exchange or Nasdaq regulation and (ii) BLS may disclose Confidential Information belonging to Kos related to the Marketed Product or the Vasocard Product only to the extent such disclosure is reasonably necessary to obtain or maintain Regulatory Approval of the Marketed Product or the Vasocard Product, as applicable, to the extent such disclosure is made to a Governmental Authority. If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to this Section 10.028.1.3, such Party shall give reasonable advance written notice of such intended disclosure to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. confidential treatment of such information. The Receiving Notwithstanding anything to the contrary in this Article 8, (i) Kos shall not disclose to any Third Party will cooperate reasonably with the Disclosing Party’s efforts to protect the confidentiality of the information. Notwithstanding Section 10.01, the Theravance may use and disclose the Confidential Information of Clinigen as necessary BLS relating to make, have made the manufacture of a Marketed Product or the Vasocard Product without the prior written consent of BLS and Develop the Licensed Product and (ii) BLS shall be allowed to make, have made and Develop additional compounds or products for the treatment of bacterial infections so long as the recipient of such disclose Confidential Information is bound by confidentiality obligations no less restrictive than contemplated by of Kos related to the Marketed Product, Transferred Product or the Vasocard Product to Third Parties in this Agreement and the Clinigen is named as an intended third party beneficiary of such confidentiality agreementset forth on Schedule 8.1.3.

Permitted Disclosure and Use. Notwithstanding Section 10.0110.2 (Confidentiality Obligations), a (a) either Party may disclose Confidential Information belonging to the other Party only to the extent such disclosure is reasonably necessary to: (ai) obtain Marketing Authorization comply with or enforce any of the Licensed Product or any other necessary permissions, approvals and other documents issued by Governmental Authorities; (b) enforce the provisions of this Agreement; or and (cii) comply with LawsLaws or any listing agreement with a national securities exchange; and (b) each Party may disclose Confidential Information belonging to the other Party (including the applicable terms of this Agreement) to its lenders, prospective lenders, financing sources, prospective financing sources, actual or prospective investors and acquirers, Sublicensees, prospective Sublicensees, employees, consultants, financial or legal advisors, agents, or (Sub)contractors, in each case, pursuant to confidentiality and non-use obligations at least as protective as those contained in Article 10 (Confidentiality). If a Party deems it necessary to disclose Confidential Information of the other Party pursuant to clause (a)(ii) of this Section 10.0210.3 (Permitted Disclosure and Use), then such Party shall will give reasonable advance written notice of such intended disclosure (to the extent practicable) to the other Party to permit such other Party sufficient opportunity to object to such disclosure or to take measures to ensure ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. confidential treatment of such information, including seeking a protective order or other appropriate remedy. The Receiving Party In addition, CASI may, upon reasonable request, disclose any milestone reports or Royalty Reports to Black Belt, ​ Cellca or Adimab, provided, however, that CASI will cooperate reasonably with the Disclosing Party’s efforts to protect the confidentiality advise Black Belt, Cellca or Adimab of the information. Notwithstanding Section 10.01, confidential nature thereof and of the Theravance may use and disclose the Confidential Information of Clinigen as necessary to make, have made and Develop the Licensed Product and to make, have made and Develop additional compounds or products for the treatment of bacterial infections so long as the recipient of such Confidential Information is bound by confidentiality obligations no less restrictive than contemplated by the Parties contained in this Agreement and the Clinigen is named as an intended third party beneficiary of such confidentiality agreementrelating thereto.