Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding Nothing herein shall prevent any Restricted Party or its Agents from using, disclosing, or authorizing the foregoingdisclosure of Confidential Information it receives and which: (i) has been published or is in the public domain, or which subsequently comes into the public domain, through no fault of the receiving party; (ii) prior to receipt hereunder was property within the legitimate possession of the Receiving Party may disclose or, subsequent to receipt hereunder is lawfully received from a third party having rights therein without restriction of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent third party's right to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as disseminate the Confidential Information under terms at least as restrictive as those provided herein, and without notice of any restriction against its further disclosure. (iii) have been informed is independently developed by the Receiving Party through Persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information; (iv) is disclosed to a third party with the written approval of the party originally disclosing such information, provided that such Confidential Information shall cease to be confidential nature and proprietary information covered by this agreement only to the extent of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable so consented to; (v) subject to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party's compliance with Section 3.4 below, would is required to be produced under order of a breach court of this Agreement. Additionally, it shall not be competent jurisdiction or other similar requirements of a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal processgovernmental agency, provided that such Confidential Information to the extent covered by a protective order or its equivalent shall otherwise continue to be Confidential Information required to be held confidential for purpose of this agreement; or (vi) subject to the Receiving Party provides prior notice Party's compliance with Section 3.4 below, is required to be disclosed by applicable Law or a stock exchange or association on which such Receiving Party's securities (or those of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionits Related Party) are listed.

Permitted Disclosures. Notwithstanding Nothing herein shall prevent any Restricted Party or its Agents from using, disclosing, or authorizing the foregoingdisclosure of Confidential Information it receives and which: (i) has been published or is in the public domain, or which subsequently comes into the public domain, through no fault of the receiving party; (ii) prior to receipt hereunder was property within the legitimate possession of the Receiving Party may disclose or, subsequent to receipt hereunder is lawfully received from a third party having rights therein without restriction of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent third party's right to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as disseminate the Confidential Information under terms at least as restrictive as those provided herein, and without notice of any restriction against its further disclosure; (iii) have been informed is independently developed by the Receiving Party through Persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information; (iv) is disclosed to a third party with the written approval of the party originally disclosing such information, provided that such Confidential Information shall cease to be confidential nature and proprietary information covered by this agreement only to the extent of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable so consented to; (v) subject to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party's compliance with Section 3.4 below, would is required to be produced under order of a breach court of this Agreement. Additionally, it shall not be competent jurisdiction or other similar requirements of a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal processgovernmental agency, provided that such Confidential Information to the extent covered by a protective order or its equivalent shall otherwise continue to be Confidential Information required to be held confidential for purpose of this agreement; or (vi) subject to the Receiving Party provides prior notice Party's compliance with Section 3.4 below, is required to be disclosed by applicable Law or a stock exchange or association on which such Receiving Party's securities (or those of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionits Related Party) are listed.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Sectionsection. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoing, the Each Receiving Party may only disclose Confidential Information of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound Party to the Receiving Party to protect information extent that such as the Confidential Information under terms at least as restrictive as those provided herein, and disclosure is: (iiia) have been informed made by the Receiving Party or its Affiliates to its or their attorneys, auditors, advisors, consultants or contractors (“Representatives”) on a need-to-know basis and solely in connection with the performance of the confidential nature Receiving Party’s obligations or the exercise of the Confidential Information its rights under this Agreement; provided, however, that each Representative must be bound by obligations of confidentiality and the requirements regarding restrictions on disclosure non-use equivalent in scope to, and use as no less restrictive than, those set forth in this Section. The Article 10 prior to any such disclosure; or (b) made in response to a valid order of a court of competent jurisdiction, Regulatory Authority or other governmental authority of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided, however, that the Receiving Party shall be liable first have given written notice to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to and given the Disclosing Party unless expressly prohibited from doing so a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that such Confidential Information be held in confidence by a courtsuch court or governmental authority or, arbitration panel if disclosed, be used only for the purposes for which the order was issued; and provided further, that the Confidential Information disclosed in response to such court or other legal governmental authority of competent jurisdictionorder shall be limited to that information which is legally required to be disclosed in response to such order.

Permitted Disclosures. Notwithstanding The confidentiality obligations under this Article XIV will not apply to the foregoingextent that a Party is required to disclose information (a) by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction, or (b) pursuant to the Receiving Party may disclose the Disclosing rules and regulations of any exchange or market on which a Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliatessecurities are traded or listed; provided, directorshowever, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that that: (i) have a “need in the case of any such disclosure being required under legal, regulatory or judicial process, such Party will: (A) provide written notice thereof to know” in order the other Party; (B) consult with the other Party with respect to carry out such disclosure and use all reasonable efforts to provide the purposes of this Agreement other Party with sufficient opportunity to object to any such disclosure or to provide professional request confidential treatment thereof; and (C) disclose only that portion of Confidential Information or other information disclosed of which is restricted hereunder that it determines (based on advice in connection with this Agreementof its legal counsel) is legally required to be disclosed, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment required hereby will be accorded such information; and (ii) are legally bound in the case any Party determines (based on advice of its legal counsel) that it is required to make a disclosure permitted under this Section 14.3, other than as a result of legal, regulatory or judicial process, such Party will use all reasonable efforts to provide the other Party with sufficient opportunity to object to any such disclosure or request confidential treatment thereof. The confidentiality obligations of this Article XIV also will not apply to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) content of professional publications that have been informed approved for publication pursuant to the requirements of the procedure to be established by the Receiving Party of the JRB pursuant to Section 3.2(f). [***] indicates material that has been omitted pursuant to a request for confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Sectiontreatment. The Receiving Party shall be liable to omitted material has been filed separately with the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionSecurities and Exchange Commission.

Permitted Disclosures. Notwithstanding the foregoing, the (a) Receiving Party may disclose the Disclosing Party’s Confidential Information without the of Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that Party (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice between and among its Affiliates in connection with this Agreement, the Services hereunder and to otherwise exercise its rights and fulfill its obligations hereunder and (ii) are legally bound to Receiving Party’s auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors, to the Receiving Party extent (A) such disclosure is related to protect information the Services; (B) such as Person’s duties justify the need to know such Confidential Information and (C) such Person is under terms obligations of confidentiality and non-use at least as restrictive as those provided hereinset forth in this Agreement. (b) Receiving Party may disclose Confidential Information (i) if Receiving Party is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of applicable Law or stock exchange rule or (ii) as required in connection with any legal or other proceeding by Receiving Party against Disclosing Party (or vice versa). Notwithstanding the foregoing, and in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (iiii) have been informed by the or (ii) above, Receiving Party shall promptly notify Disclosing Party of the confidential nature existence of such request or demand and shall provide Disclosing Party a reasonable opportunity to seek an appropriate protective order or other remedy, which Receiving Party will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, Receiving Party shall furnish only that portion of the Confidential Information that is legally required to be disclosed and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable take commercially reasonable steps to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided ensure that the Receiving Party provides prior notice of confidential treatment is accorded such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictioninformation.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. Provider recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

Permitted Disclosures. Notwithstanding In addition to the foregoingexceptions contained in Section 8.2 and Section 8.4, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (a) to comply with Applicable Law (including any securities law or regulation or the rules of a securities exchange pursuant to Section 8.6 below) or the order of a court of competent jurisdiction, provided that, where legally permissible, the Receiving Party promptly notifies the Disclosing Party of such obligation sufficiently prior to making such disclosure, so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and fully cooperates with the Disclosing Party’s , if so requested, in maintaining the confidentiality of such information by applying for a protective order or any similar legal instrument. In any event, the Receiving Party shall only disclose such Confidential Information without to the Disclosing Party’s prior written consent extent required under Applicable Law and shall continue to any of treat such information as Confidential Information for all other purposes under this Agreement; (b) to prosecute or defend litigation or to otherwise exercise its Affiliatesrights or perform its obligations in Section 11.4, directorsto obtain or maintain Regulatory Approvals and other regulatory filings and communications, officers, employees, consultants, contractors to file or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of prosecute patent applications as contemplated by this Agreement or and to provide professional advice enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement, ; and (iic) are legally bound to allow the Receiving Party to protect information exercise its rights and perform its obligations under this Agreement, provided that such as the Confidential Information under disclosure is covered by terms of confidentiality and non-use at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth herein (but of duration customary in this Section. The Receiving Party shall be liable to the Disclosing Party confidentiality agreements entered into for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionsimilar purpose).

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Provider recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoingExcept with respect to PHI, the Receiving use and disclosure of which shall be governed by Applicable Law, notwithstanding the obligations set forth above, each Party may disclose the Disclosing Party’s Confidential Information without of the Disclosing Party’s prior written consent other Party to any of its Affiliates, directors, officers, employees, consultantsagents, contractors attorneys, financial advisors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “consultants who need to know” receive the Confidential Information in order for the Receiving Party to carry out the purposes of perform its responsibilities and obligations related to this Agreement or to provide professional advice in connection with exercise a right granted under this Agreement, (ii) are legally bound provided that each Party shall ensure that, prior to disclosing the Receiving Party Confidential Information, each person or entity to protect information such as whom the Confidential Information under terms at least as restrictive as those provided hereinis to be disclosed is made aware that such Confidential Information is confidential to the Disclosing Party, and (iii) have been informed by the Receiving Party agrees to adhere to terms of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as confidentiality that are no less burdensome than those set forth in this SectionSection 9. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information as may be required by operation of law pursuant to any judicial or legal processadministrative process or order or requirement under Applicable Law, provided that the Receiving Party provides shall, as soon as practicable and prior notice of to any such disclosure to disclosure, give the Disclosing Party unless expressly prohibited from doing so sufficient notice and reasonable assistance to contest such requirement or order. The Receiving Party agrees to cooperate fully with the Disclosing Party in seeking any protective order at the Disclosing Party’s request and expense. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to such process, the Receiving Party shall only disclose such Confidential Information that is required by a court, arbitration panel or other legal authority of competent jurisdictionsuch process.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (iiii ) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding In addition to the foregoingexceptions contained in Section 8.2 and Section 8.4, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (a) to comply with Applicable Law (including any securities law or regulation or the rules of a securities exchange pursuant to Section 8.6 below) or the order of a court of competent jurisdiction, provided that, where legally permissible, the Receiving Party promptly notifies the Disclosing Party of such obligation sufficiently prior to making such disclosure, so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and fully cooperates with the Disclosing Party’s , if so requested, in maintaining the confidentiality of such information by applying for a protective order or any similar legal instrument. In any event, the Receiving Party shall only disclose such Confidential Information without to the Disclosing Party’s prior written consent extent required under Applicable Law and shall continue to any of treat such information as Confidential Information for all other purposes under this Agreement; (b) to prosecute or defend litigation or to otherwise exercise its Affiliatesrights or perform its obligations in Section 11.4, directorsto obtain or maintain Regulatory Approvals and other regulatory filings and communications, officers, employees, consultants, contractors to file or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of prosecute patent applications as contemplated by this Agreement or and to provide professional advice enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement, ; and (iic) are legally bound to allow the Receiving Party to protect information exercise its rights and perform its obligations under this Agreement, provided that such as the Confidential Information under disclosure is covered by terms of confidentiality and non-use at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionherein.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall will be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall will not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law law, by tax or government authorities, or by legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoingExcept as otherwise limited by this Agreement, the Receiving each Party hereto may disclose the Disclosing other Party’s 's Confidential Information without the Disclosing Party’s prior written consent and scientific data only to any of (a) its Affiliates, directors, officers, employees, consultantslicensees, contractors or representatives (collectivelysublicensees, the “Representatives”), but only to those Representatives that (i) have agents and consultants on a “need to know” in order know basis as necessary for the performance of the Agreement; provided that such Affiliates, employees and consultants agree to carry out be bound by the purposes terms of this Agreement or Section, (b) to provide professional advice the extent such disclosure is necessary in connection with prosecuting or defending litigation, complying with applicable governmental regulations or securities laws or otherwise submitting information to tax or other governmental authorities, or as required by applicable securities laws or the rules and policies of any stock exchange on which securities of such Party are traded or any other applicable regulatory rule or regulation or governmental agency directive, provided that the receiving Party shall give reasonable advance notice to the other Party of such disclosure and shall cooperate with the original disclosing Party in any effort by the original disclosing Party to secure a protective order blocking the disclosure of, or otherwise affording confidential treatment to, such confidential information; (c) to potential investors and/or acquirers of the receiving Party, on a need to know basis, provided that such potential investors and/or acquirers are bound by confidentiality obligations at least as strong as the confidentiality obligations between the Parties under this Agreement, (d) in confidence, to its auditors, financial advisors and financial institutions and their respective professional advisors; or (e) as mutually agreed upon by the Parties. The Parties may also disclose the terms of this Agreement to their respective licensors as they may be contractually required, provided that they shall undertake to (i) give reasonable advance notice to the other Party of such disclosure, (ii) are legally bound redact any portion not required to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, be disclosed by contract and (iii) have been informed ensure to bind their licensors by the Receiving Party confidentiality obligations at least as protective of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use disclosed information as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionherein.

Permitted Disclosures. Notwithstanding the foregoingprovisions of Section 12.1 above, the Receiving each Party hereto may disclose the Disclosing other Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directorslicensees, officersSubdistributors and any other Third Parties to the extent such disclosure is reasonably necessary to exercise the rights granted to it, employeesor reserved by it, consultantsunder this Agreement (including the right to grant sublicenses, contractors or representatives (collectively, the “Representatives”as applicable), but only prosecuting or defending litigation, complying with applicable governmental laws or regulations, submitting information to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement tax or to provide professional advice in connection other governmental authorities or conducting clinical trials hereunder with this Agreement, (ii) are legally bound respect to the Receiving Product. If a Party is required by law or regulations to protect information make any such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party disclosure of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing other Party’s Confidential Information as Information, to the extent it may be required by operation of law or legal processlegally do so, provided that it will give reasonable advance notice to the Receiving latter Party provides prior notice of such disclosure and, save to the Disclosing extent inappropriate in the case of patent applications or otherwise, will use its good faith efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party’s Confidential Information, including to Affiliates, licensees, Subdistributors and other Third Parties, a Party unless expressly prohibited from doing so shall ensure that the recipient thereof is bound by a courtwritten confidentiality agreement as materially protective of such Confidential Information as this Section 12. If the Party whose Confidential Information is to be disclosed has not filed a patent application with respect to such Confidential Information, arbitration panel or it may require the other legal authority Party to delay the proposed disclosure (to the extent the disclosing Party may legally do so), for up to ninety (90) days, to allow for the filing of competent jurisdictionsuch an application.

Permitted Disclosures. Notwithstanding anything to the foregoingcontrary in this Agreement, the provisions of this Article 5 will not preclude the Receiving Party may disclose the Disclosing Party’s from disclosing Confidential Information without pursuant to Section 5.1.3 or to the Disclosing Party’s extent such Confidential Information is required to be disclosed by the Receiving Party (i) in any filings made to the FDA or other similar regulatory authority in the United States or any other country, provided that such filings are directly related to the Initial Development, (ii) to defend or prosecute litigation or comply with governmental regulations, (iii) in connection with a valid order from a court or other governmental authority or (iv) in compliance with Section 5.3, provided that in each such case, the Party disclosing such information will disclose no more Confidential Information than is necessary and will provide the other Party with as much prior written consent notice of the pendency of any such disclosure as is reasonably possible to allow such other Party sufficient opportunity to object to such disclosure or to exercise its rights to seek a protective order or request for confidential treatment for any of its Affiliates, such Confidential Information. KKC and Aevi each agree that they may provide Confidential Information received from the other Party only to their respective directors, officers, employees, consultantsor permitted subcontractors under and in accordance with Section 2.8, contractors or representatives (collectivelycollaborators and advisors, the “Representatives”), but only and to those Representatives that (i) of such Party’s Affiliates, who have a “need to know” in order to carry out know for the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) the Initial Development and who are legally bound to the Receiving Party to protect information such as the Confidential Information under terms by confidentiality obligations at least as restrictive strict as this Article 5. In addition, each Party may disclose the terms of this Agreement (to the extent such terms are confidential) to its actual or prospective lenders, investors, acquirers, licensees/sublicensees or strategic partners or to a Party’s accountants, attorneys and other professional advisors; provided that such disclosures will be subject to continued confidentiality obligations at least as strict as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth contained in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionArticle 5.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to its any of its Affiliates, directors, officers, employees, consultants, contractors consultants or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this SectionSection 7. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement these End Customer Terms or to provide professional advice in connection with this Agreementthese End Customer Terms, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreementthese End Customer Terms. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding Each Receiving Party may only disclose Confidential Information of the foregoingDisclosing Party to the extent that such disclosure is: (a) made by the Receiving Party or its Affiliates to its or their employees, agents, attorneys, auditors, advisors, consultants or contractors (“Representatives”) on a need-to-know basis and solely in connection with the performance of the Receiving Party’s obligations or the exercise of its rights under this Agreement, provided that each Representative must be bound by obligations of confidentiality and non-use equivalent in scope to, and no less restrictive than, those set forth in this Article 8 prior to any such disclosure; or (b) made in response to a valid order of a court of competent jurisdiction, Regulatory Authority or other governmental authority of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators; provided that, to the extent legally permissible, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior shall first have given written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable notice to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to and given the Disclosing Party unless expressly prohibited from doing so a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that such Confidential Information be held in confidence by a courtsuch court or governmental authority or, arbitration panel if disclosed, be used only for the purposes for which the order was issued; and provided further, that the Confidential Information disclosed in response to such court or other legal governmental authority of competent jurisdictionorder shall be limited to that information which is legally required to be disclosed in response to such order.

Permitted Disclosures. Notwithstanding To the foregoing, the Receiving Party extent it is reasonably necessary or --------------------- appropriate to fulfill its obligations or exercise its rights under this Agreement (a) a party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent that it is otherwise obligated under this Section 7 not to any of disclose to its Affiliates, directors, officers, employeessublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such persons or representatives (collectively, the “Representatives”), but only entities agree to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as keep the Confidential Information under terms at least confidential for the same time periods and to the same extent as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of such party is required to keep the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable confidential, (b) a party or its Affiliates or sublicensees may disclose Confidential Information to governmental or other regulatory authorities to the Disclosing Party for extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market, the acts or omissions of any Representatives to which it discloses Confidential Information whichProduct, if done by provided that the Receiving Partydisclosing party shall request confidential treatment thereof, would be (c) a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to party may disclose the Disclosing Party’s Confidential Information as may be required by operation of law applicable law, regulation or legal judicial process, provided that such party shall give the Receiving Party provides other party prior written notice of thereof and adequate opportunity to object to any such disclosure or to request confidential [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Disclosing Party unless expressly prohibited from doing so by Commission. treatment thereof, and (d) a court, arbitration panel or other legal authority of competent jurisdictionparty may disclose Confidential Information as permitted under Sections 7.4 and 7.5.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to its any of its Affiliates, directors, officers, employees, consultants, contractors consultants or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this SectionSection 14. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. Further, Partner agrees that Provider may use Partner information (including Protected Data) as necessary in the course of its usual business operations and that Provider may disclose such information to its distributors or End-Customers to enable warranty or other problem resolution.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. Further, Partner agrees that One Identity may use Partner information (including personal data) as necessary in the course of its usual business operations and that One Identity may disclose such information to its distributors or end- customers to enable warranty or other problem resolution.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving 15.2.1 Either Party may disclose the Disclosing Party’s Confidential Information without of the Disclosing Party’s prior written consent other Party to any of its Affiliates, directors, officers, employees, consultants, contractors permitted Representatives to facilitate or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection activities under the Related Agreements, provided that such Third Parties enter into an agreement with this Agreementsuch Party which contains confidentiality provisions substantially the same as those set forth herein, (ii) are legally bound and such Party remains liable to the Receiving other Party to protect information for the breach of such as terms by such Party's Representatives. 15.2.2 Either Party may disclose the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature other Party to its attorneys, accountants or other advisors, or actual or potential lenders, investors or purchasers, each of whom is subject to confidentiality restrictions similar to those set forth herein and such Party remains liable to the other Party for the breach of such terms by such persons. 15.2.3 Either Party may disclose the Confidential Information and of the requirements regarding restrictions on other Party to the extent such disclosure and use is required to be disclosed by the receiving Party to comply with Applicable Laws, to defend or prosecute litigation or to comply with governmental *** Indicates the omission of confidential material pursuant to a request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as set forth in this Sectionamended. The Receiving Party shall be liable Confidential material is being filed separately with the Secretary to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this AgreementSecurities and Exchange Commission. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal processregulations, provided that the Receiving receiving Party provides prior written notice of such disclosure to the Disclosing other Party unless expressly prohibited from doing so by a courtand takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure, arbitration panel or other legal authority and provided further that disclosure of competent jurisdictionsuch Confidential Information pursuant to this Section shall not relieve the receiving Party of continued adherence to Section 15.1 with respect to such Confidential Information.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that if they (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall will be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement. Additionally, it It shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law law, by tax or government authorities, or by legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.