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 the foregoingSection 11.1.2, the Receiving either Party may disclose Confidential Information of the Disclosing other Party to such Party’s Confidential Information without the Disclosing Party’s prior written consent to any of Affiliates and (a) [***]; (b) its Affiliates, directors, officers, and their employees, consultants, contractors or representatives (collectivelyagents, the “Representatives”)and advisors, but only to those Representatives that (i) have on a “need to know” in order know basis, each of whom prior to carry out the purposes disclosure must be bound by written obligations of this Agreement confidentiality and non-use of substantially equivalent 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 greater scope and duration than 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 SectionArticle 11; and (c) its and their accountants and lawyers, on a need to know basis, each of whom prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; provided that, the scope of Confidential Information that may be disclosed to any Person under this Section 11.1.3 is limited to the terms of this Agreement and any notices given hereunder and not any other Confidential Information of such other Party unless otherwise agreed to in writing by such other Party. The Receiving In addition, notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances set forth below. In any such event, to the extent legally practicable, the receiving Party shall be liable (i) give reasonable advance notice to the Disclosing other Party for of such disclosure; and (ii) take reasonable steps to avoid or minimize 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 scope of such disclosure by securing confidential treatment of such Confidential Information prior to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel its disclosure (whether through protective orders or other legal authority of competent jurisdiction.otherwise):

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 confidentiality obligations contained in this Section 8 shall not apply to the foregoingextent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, the Receiving Party may regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent information to any governmental agency for purposes of its Affiliatesobtaining approval to test or market a product, directors, officers, employees, consultants, contractors provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or representatives to request confidential treatment thereof; or (collectively, b) the “Representatives”), but only to those Representatives Recipient can demonstrate 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 disclosed information was public knowledge at 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 time of such disclosure to the Disclosing Party unless expressly prohibited Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from doing so a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party. Notwithstanding any other provision of this Agreement, Kite may disclose information to any Person with whom Kite has, or is proposing to enter into, a courtbusiness relationship (including without limitation an investment in Kite, arbitration panel license, collaboration or other legal authority of competent jurisdictioncommercial agreement), as long as such Person has entered into a confidentiality agreement with Kite.

Permitted Disclosures. Notwithstanding the foregoingobligations in Section 8.1, the Receiving Party may disclose the Confidential Information of the Disclosing Party to: (a) those of the Receiving Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliatesofficers, directors, officers, employees, consultants, agents or contractors or representatives to whom disclosure is necessary to enable such persons to perform the Receiving Party’s obligations under this Agreement; (collectively, the “Representatives”), but only b) persons 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 whom such Confidential Information must be disclosed in connection with this Agreementan order of a court or legal compulsion to a government body or as otherwise required by or in compliance with law or regulations; provided that the Receiving Party that is being compelled to disclose such Confidential Information provides the other Party with prompt notice and takes reasonable steps to restrict further disclosure by said court or authorities and the affected Confidential Information so disclosed is not otherwise removed from the secrecy obligation; (c) relevant authorities for the sole purposes of obtaining governmental approvals; provided that the Receiving Party uses commercially reasonable efforts to preserve the confidentiality of such Confidential Information; (d) the Receiving Party’s directors, (ii) are legally bound attorneys, independent accountants or financial advisors to whom disclosure is necessary to enable such persons to provide advice to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and Party; or (iiie) 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’s actual or potential investors, would be a breach of this Agreement. Additionallyinvestment bankers, it shall not be a breach of this Section acquirors, licensees and other financial or commercial partners solely for the Receiving Party to disclose purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration. Provided that in the Disclosing Party’s cases of (a), (d) and (e), such recipients are provided only such Confidential Information as may be required by operation of law or legal processthe specific basis for disclosure in each instance, provided and are bound by confidentiality and non-use obligations substantially consistent with those contained in this Agreement, except that the Receiving Party provides prior notice duration of such disclosure to obligations for recipients in (e) may be shorter than the Disclosing Party unless expressly prohibited duration in this Agreement as long as it is at least three (3) years from doing so by a court, arbitration panel or other legal authority the date of competent jurisdictiondisclosure.

Permitted Disclosures. Notwithstanding The Disclosing Party shall require each of its contractors (including Subcontractors) and agents providing Services hereunder or otherwise having access, in whatever form or function, to the foregoingDisclosing Party’s Confidential Information, to execute, prior to any such activity or access, a confidentiality agreement, the terms of which shall be no less stringent than the confidentiality requirements to which the Receiving Party is bound under this Agreement and under which such contractors (including Subcontractors) and agents agree to protect and maintain as confidential all of the Disclosing Party’s Confidential Information (including, without limitation, following any termination of the Disclosing Party’s relationship with any such contractor (including Subcontractors) and/or agents). The Receiving Party may disclose the Disclosing Party’s Confidential Information without only to those of its Personnel who have a need to know 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” Confidential Information in order to carry out perform their duties and/or exercise their rights under this Agreement, as determined by an appropriate official of the purposes Disclosing Party, and only to the extent minimally necessary. Regardless of the form of any agreement executed with Receiving Party’s contractors (including Subcontractors) and agents, ACS shall retain liability for all breaches 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 its Personnel, including the unauthorized use or disclosure of the Disclosing Party’s Confidential Information, by its Personnel. Notwithstanding any Representatives to which it discloses Confidential Information whichcontrary terms that may be contained herein, 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 shall have the right to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that to the Receiving Party provides prior notice of Party’s accountants, attorneys, financial advisors, banks and other financing sources and other similar advisors who have a need to know such disclosure Confidential Information, and Symetra shall have the right to disclose ACS’ Confidential Information to a Replacement Provider to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdictionextent strictly necessary.

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 obligations of confidentiality and non-use set forth in Section 8.1 shall not apply to the foregoing, extent that the Receiving receiving Party may or its Affiliates: (a) is required to 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 pursuant to: (i) have an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or commercialization of an Included Product, or (v) the exercise by each Party of its rights granted to it under this Agreement or its retained rights or as required to perfect Purchaser’s rights under the Transaction Documents; or (b) discloses such Confidential Information solely on a “need to knowknow basis” in order to carry out the purposes Affiliates, potential or actual: acquirers, merger partners, licensees, permitted assignees, collaborators (including Licensees), subcontractors, investment bankers, investors, limited partners, partners, lenders, or other financial partners, and their respective directors, employees, contractors and agents, or (c) provides a copy of this Agreement or any of the other Transaction Documents to provide professional advice in connection with this Agreementthe extent requested by an authorized representative of a U.S. or foreign tax authority, (iid) are legally bound to the Receiving Party to protect information such as the discloses Confidential Information under terms in response to a routine audit or examination by, or a blanket document request from, a Governmental Entity; provided that (A) such Third Party or person or entity in subsection (b) agrees to confidentiality and non-use obligations with respect thereto at least as restrictive stringent as those provided herein, specified for in this Article VIII; and (iiiB) have been informed in the case of (a)(i) through (iv), to the extent permitted by Applicable Law, the Receiving Recipient shall provide prior written notice thereof to the disclosing Party of and provide the confidential nature of opportunity for the Confidential Information disclosing Party to review and the requirements regarding restrictions comment on such required disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts request confidential treatment thereof 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 jurisdictionprotective order therefor.

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 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 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, (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 the foregoing, the Receiving Party may disclose the Recipient shall permit access to Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent solely to any of its Affiliates, its: (a) directors, officers, managers, employees, consultantsagents, representatives, advisors and/or contractors or representatives (collectively, each of the aforementioned a “RepresentativesRepresentative”); (b) Affiliates; and/or (c) Affiliates’ Representatives, but only to those Representatives that who: (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, know such information; and (ii) are legally bound subject to the Receiving Party to protect information such as the Confidential Information under terms confidentiality obligations at least as restrictive as those provided contained herein, and (iii) have been informed by . Except as permitted in the Receiving Party exercise of the confidential nature licenses and rights granted under this Agreement, Recipient shall not disclose or transfer any Confidential Information to any third party, without the specific prior written approval of Disclosing Party, except to the extent required by law or governmental or court order or stock exchange rule to be disclosed by Recipient, provided that Recipient, to the extent legally and practically feasible, gives Disclosing Party prompt written notice of such requirement prior to such disclosure and cooperates with Disclosing Party in the latter’s attempt, if any, to prevent such disclosure or in obtaining a protective or similar order with respect to the Confidential Information and the requirements regarding restrictions on disclosure and to be disclosed. Recipient shall 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 disclosed hereunder solely for the purpose 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 jurisdictionfulfilling Recipient’s obligations and exercising Recipient’s rights under this Agreement.

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.. を承諾した日（以下「発効日」といいます。）以降の受領当事者による無許可の開示の結果によるものを除きます。）、(ii)受領当事者が開示 当事者から受領する前に秘密保持義務を負うことなく取得していた情 報若しくは資料、(iii)受領当事者が、第三者から適法に、当該第三者が合意若しくは誠実義務に違反することなく、取得した情報若しくは資料、(iv)下記の「保護データ」のセクション又は SaaS 補足書類（適用ある場合）に基づいてプロバイダによって保護されている情報、又は(v) 受領当事者が開示当事者の秘密情報を利用若しくは使用することなく 独自に開発した情報若しくは資料は含まれないものとします。 (b) 義務 受領当事者は、(i) 下記のサブセクション(c)項で認められる場合を除き、開示当事者の秘密情報を第三者に開示せず、また、(ii)開示当事者の秘密情報を、自己の類似の情報を保護するのと同程度以上の注意をもって（但し、いかなる場合であっても合理的な注意 の程度を下回ってはなりません。）、不正使用又は不正開示から保護 するものとします。受領当事者は、開示当事者の秘密情報の不正使用又は不正開示を知った場合にはその旨速やかに開示当事者に通 知し、開示当事者が自己の専有的権利を防御するために第三者に対して提起するあらゆる訴訟において開示当事者に協力します。疑義を 避けるために付言すると、本セクションは、発効日現在の両当事者の 秘密情報の一切の開示に適用され、本契約に基づく各当事者の履行に起因しているか否かを問いません。 (c) 許可された開示 上記の定めに拘わらず、受領当事者は、開示当事者の秘密情報を、開示当事者の事前の書面による同意なく、自身の関連会社、取締役、役員、従業員、コンサルタント、請負人又は代理人（以下、総称して「代理人等」といいます。）に対し開示することができます。但し、その場合であっても、(i)本契約の目的遂行のため に「知る必要」があり、又は、本契約に関連して専門的アドバイスを提供し、(ii)受領当事者に対して、秘密情報のような情報を本契約に定め る条件と同程度以上に制限的な条件に従い保護する法的義務を負い、且つ(iii)受領当事者より、秘密情報の機密性及び本セクションに定 める開示と利用に関する制限について通知を受けている代理人等に限ります。受領当事者は、開示当事者に対し、受領当事者が秘密情報を開示した代理人等の作為又は不作為について、当該作為又は不作為が受領当事者自身による場合には本契約の違反となる場合、責任を負うものとします。 更に、受領当事者が、法の適用又は法的手続きの要請に従い、開示当事者の秘密情報を開示する場合、本セクションの違反とはなりませ ん。但し、管轄権を有する裁判所、仲裁廷、その他の法的機関が明示 的に禁止する場合を除き、受領当事者が、当該開示について事前に開示当事者に通知することを条件とします。

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 The Receiving Party may disclose Confidential Information of the foregoingDisclosing Party only (a) to its and its Affiliates’ officers, directors, employees, agents and contractors with a specific need to know such Confidential Information in connection with the Purpose or to perform Receiving Party’s obligations or exercise Receiving Party’s rights under this Agreement (each, an “Authorized Agent”); provided that each such Authorized Agent shall be bound by obligations of confidentiality and non-use at least as stringent as those contained in this Agreement prior to such disclosure; provided further, that the Receiving Party will be liable for any breaches of such confidentiality and non-use obligations by any such Authorized Agents; and (b) as required by a valid order of a court or other governmental body with jurisdiction over the Receiving Party or as required by applicable law, regulation or stock exchange rule. If a Receiving Party is required to disclose Confidential Information of the Disclosing Party by a valid order of a court or other governmental body with jurisdiction over the Receiving Party or by applicable law, regulation or stock exchange rule, the Receiving Party may disclose will (i) provide the Disclosing Party with reasonable prior written notice of such disclosure (to the extent legally permissible and reasonably practicable) and afford the Disclosing Party the opportunity to seek, and will reasonably cooperate, upon written request and at the Disclosing Party’s Confidential Information without the expense, with such Disclosing Party’s prior written consent to any of its AffiliatesParty in seeking, 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 treatment of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall required to be liable disclosed to the Disclosing Party for the acts avoid or omissions of minimize 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 public; and (ii) reasonably limit the disclosure to what is legally required as directed by a court, arbitration panel or other its legal authority of competent jurisdictioncounsel.

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.

Permitted Disclosures. Notwithstanding anything in Section 12.3 to the foregoingcontrary, the Receiving Party may receiving party may, subject to the provisions of this Agreement, disclose the Disclosing Party’s Confidential Information without received from the Disclosing Party’s prior written consent to any disclosing party to: (a) those of its Affiliates, directors, officers, employees, consultantsagents, contractors or representatives (collectively, the “Representatives”), but only to those Representatives consultants and clinical investigators that (i) have a “need to know” in order know such Confidential Information to carry out achieve the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) provided that such receiving party shall ensure that its directors, officers, employees, agents, consultants or clinical investigators to whom disclosure is to be made are legally bound by obligations of confidentiality, nondisclosure, and nonuse at least equivalent in scope to the Receiving Party to protect information such as the Confidential Information under terms and 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 Article 12; (b) any Affiliate or permitted sublicensee or distributor to the Disclosing extent necessary to exercise its rights or fulfill its obligations hereunder, provided such Affiliate or permitted sublicensee or distributor is bound in writing by obligations of confidentiality, nondisclosure, and nonuse at least equivalent in scope to and at least as restrictive as those set forth in this Article 12; and (c) a Third Party for the acts or omissions who is a financial advisor of any Representatives such party, provided such Third Party is bound in writing by obligations of confidentiality, nondisclosure, and nonuse at least equivalent in scope to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of and at least as restrictive as those set forth in this AgreementArticle 12. AdditionallyIn addition, it shall not be a breach of this Section Article 12 for the Receiving Party either party to disclose the Disclosing Party’s Confidential Information to the extent required to be disclosed: (i) in order to comply with applicable laws or regulations; (ii) as may be required by operation of law necessary to file or legal processprosecute patent applications concerning any Licensed Product; or (iii) to carry out litigation against a Third Party concerning any Licensed Product, provided that in each event the Receiving Party receiving party discloses only that portion of Confidential Information required or necessary to be disclosed, and provides prior reasonable notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel disclosing party to allow the disclosing party to object to or other legal authority of competent jurisdictionseek protection for the disclosure.

Permitted Disclosures. Notwithstanding the foregoing, the Receiving Each Party may disclose the Disclosing other Party’s Confidential Information without to its employees and Affiliates on a need-to-know basis and to its agents or consultants to the Disclosing Party’s prior written consent extent required 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 accomplish the purposes of this Agreement or Agreement; provided that the recipient Party obtains prior agreement from such agents and consultants to provide professional advice whom disclosure is to be made to hold in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. confidence and not make use of such as the Confidential Information under terms at least as restrictive as for any purpose other than those provided herein, and (iii) have been informed permitted 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 Each Party to may also disclose the Disclosing other Party’s Confidential Information as may be required by operation law, regulation, rule, act or order of law any governmental authority or legal process, agency to be disclosed by a Party; provided that the Receiving Party provides prior notice of such disclosure is promptly delivered to the Disclosing other Party unless expressly prohibited from doing so by in order to provide an opportunity to seek a court, arbitration panel protective order or other legal authority similar order with respect to such Confidential Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party. Each Party will use at least the same standard of competent jurisdictioncare as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants, and Affiliates do not disclose or make any unauthorized use of the other Party’s 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 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 18.2 The Party receiving Confidential Information (Receiving Party) will be permitted to disclose relevant aspects of the foregoingdisclosing Party's (Disclosing Party) Confidential Information to its officers, directors, agents, professional advisors, subcontractors and employees and to the officers, directors, agents, professional advisors, subcontractors and employees of its Affiliates, to the extent that such disclosure is not restricted under this Agreement. Such disclosure will only be permittedto the extent that it is reasonably necessary for the performance of the Receiving Party's duties and obligations or the determination, preservation or exercise of the Receiving Party's rights and remedies under this Agreement; provided, that, the Receiving Party may disclose will take all reasonable measures to ensure that Confidential Information of the Disclosing Party’s Party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, directors, agents, professional advisors, contractors, subcontractors and employees. Notwithstanding the taking of such reasonable measures, each Party will be responsible for the acts and omissions of its officers, directors, agents, professional advisors, contractors, subcontractors and employees. The Receiving Party may, however, lawfully disclose such Confidential Information without the prior written approval of the owner of such information if such information is: (1) lawfully within the Receiving Party's possession prior to the Effective Date of this Agreement; (2) voluntarily disclosed by a third party so long as that party does not breach any obligation not to reveal such information; (3) voluntarily disclosed to the public by 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 (i4) 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 is generally known to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and public; or (iiiv) 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 is independently developed 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 nonuse and nondisclosure obligations contained in this Article 5 shall not apply to the foregoingextent that (a) the Receiving Party is required to disclose information by law, order, rule, regulation or act of a governmental authority or agency or a court of competent jurisdiction, PROVIDED THAT, the Receiving Party may disclose (i) shall reasonably notify the Disclosing Party’s Confidential Information without Party prior to any such disclosure to permit the Disclosing Party’s prior written consent Party to any oppose such disclosure or to seek confidential treatment of its Affiliatessuch information and (ii) if such disclosure is required, directors, officers, employees, consultants, contractors or representatives disclose only the minimum information required to be disclosed in order to comply (collectively, the “Representatives”as determined by counsel), but only to those Representatives whether or not a protective order or other similar order is obtained by such Disclosing Party; or (b) the Receiving Party can demonstrate that (i) have the information was public knowledge at the time of such disclosure by the Disclosing Party, or thereafter became public knowledge, other than as a “need result of acts attributable to know” Receiving Party in order to carry out the purposes violation of this Agreement Agreement; or to provide professional advice in connection with this Agreement, (ii) are legally bound the information was known by the Receiving Party (as shown by its written records) prior to the date of disclosure to it by the Disclosing Party; or (iii) the information was disclosed to the Receiving Party on an unrestricted basis from a third party not under a duty of confidentiality of the Disclosing Party; or (iv) the information was independently developed by employees or agents of the Receiving Party without access 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 * * * Confidential material redacted and separately filed with the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this SectionCommission. 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 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.