Common use of Permitted Persons Clause in Contracts

Permitted Persons. A Party may disclose the other Party’s Confidential Information, without the other Party’s prior written permission: (i) to its Affiliates and its and its Affiliates’ limited partners, members, managers, directors and individuals or bodies responsible for governance of receiving Party (including, with respect to NovaQuest, NovaQuest’s investment committee and limited partner advisory committee), employees, agents, consultants, attorneys, accountants, banks and other financing sources, and permitted assignees, purchasers, transferees, or successors-in-interest under Section 11.7, in each case, who need to know such Confidential Information (including to provide financing to receiving Party, to assist receiving Party in evaluating or monitoring receiving Party’s interests in the transactions contemplated hereby, or in fulfilling its obligations or exploiting its rights hereunder (or to determine their interest in providing such financing or assistance)) and who are, prior to receiving such disclosure, bound by customary contractual or professional confidentiality and non-use obligations; (ii) to other Persons who are (A) limited partners, members, investors or potential investors (or advisors or fiduciaries (including trustees) or underwriters or placement agents to such Persons) in connection with a private placement or other equity, debt, or other investment or potential investment transaction in or with receiving Party or its Affiliate (including, with respect to NovaQuest, an investment or potential investment described in Section 11.7 with respect to the assignment, sale, transfer, pledge, or contribution of rights to receive payment under this Agreement), who need to know such Confidential Information in connection with making or monitoring such equity, debt, or other investment or potential investment transaction or (B) in the case of NovaQuest, potential investment targets; provided, however, that, (y) for the purpose of this Section 6.3(a)(ii), receiving Party may disclose only Confidential Information of disclosing Party pertinent to the investment or potential investment transaction and may make such disclosures only in anticipation, and during the period, of such investment or potential investment transaction and (z) for the purpose of clause (B) of this Section 6.3(a)(ii), NovaQuest may disclose the identity of Aceragen, the Product that is the subject of this Agreement, and the fact that this Agreement provides for return payments to NovaQuest to Persons who are, prior to receiving such disclosure, bound by customary contractual or professional confidentiality and non-use obligations; (iii) to officers, employees, or advisors of any Governmental Authorities for the purpose of performing Development activities, submitting Regulatory Filings for the Product, and obtaining Regulatory Approval; and (iv) with respect solely to NovaQuest’s disclosure of Confidential Information of Aceragen and its Affiliates, to prospective or potential purchasers of the Product Assets in connection with an ABC Proceeding and their representatives, provided that each such prospective or potential purchaser has entered into a confidentiality agreement in a form acceptable to Aceragen.

Permitted Persons. A The Receiving Party may disclose the other Disclosing Party’s Confidential Information, without the other Disclosing Party’s prior written permission, to: (i) to its Affiliates and its Receiving Party’s and its Affiliates’ limited partners, members, managers, directors and individuals or bodies responsible for governance of receiving Receiving Party (including, with respect to NovaQuest, NovaQuest’s investment committee and limited partner advisory committee), employees, agents, consultants, attorneys, accountants, banks and other actual or potential financing sources, and actual or potential permitted assignees, purchasers, transferees, or successors-in-interest under Section 11.711.6 and, in the case of the Company, Licensees or potential Licensees, in each case, who need to know such Confidential Information (including to provide financing to receiving Receiving Party, to assist receiving Receiving Party in evaluating or monitoring receiving Party’s interests in the transactions contemplated hereby, or in fulfilling its obligations or exploiting its rights hereunder (or to determine their interest in providing such financing or assistance)) and who are, prior to receiving such disclosure, bound by customary written contractual or professional confidentiality and non-use obligationsobligations no less stringent than those contained herein; (ii) to other Persons who are (A) limited partners, members, investors or potential investors (or advisors or fiduciaries (including trustees) or underwriters or placement agents to such Persons) in connection with a private placement or other equity, debt, or other investment or potential investment transaction in or with receiving Receiving Party or its Affiliate (including, with respect to NovaQuest, an investment or potential investment described in or with a NovaQuest Affiliate to which NovaQuest has, consistent with Section 11.7 with respect to the assignment11.6, saleassigned or otherwise sold, transfertransferred, pledgepledged, or contribution of contributed its rights to receive payment under this Agreement), who need to know such Confidential Information in connection with making or monitoring such equity, debt, or other investment or potential investment transaction or (B) in the case of NovaQuest, potential investment targets; targets (provided, however, that, (y) for the purpose of this Section 6.3(a)(ii), receiving Receiving Party may disclose only Confidential Information of disclosing Disclosing Party pertinent to the investment or potential investment transaction and may make such disclosures only in anticipation, and during the period, of such investment or potential investment transaction and (z) for the purpose of clause (B) of this Section 6.3(a)(ii), NovaQuest may disclose the identity of AceragenCompany, the Product that is the subject of this Agreement, and the fact that this Agreement provides for return payments to NovaQuest Milestone Installment Payments and Revenue Share Payments to Persons who are, prior to receiving such disclosure, bound by customary contractual or professional confidentiality and non-use obligations;; and (iii) to officers, employees, or advisors of any Governmental Authorities for the purpose of performing Product Development activitiesActivities, submitting Regulatory Filings for the Product, and obtaining Regulatory Approval; and (iv. The Receiving Party shall be responsible for any breach of this ARTICLE VI by any of the Third Parties described in this Section 6.3(a) with respect solely to NovaQuest’s disclosure of which it discloses Confidential Information (as if such Third Party was bound by the terms of Aceragen this ARTICLE VI) and its Affiliates, shall take all reasonably necessary measures to prospective restrain such Third Parties from unauthorized disclosure or potential purchasers use of the Product Assets in connection with an ABC Proceeding and their representatives, provided that each such prospective or potential purchaser has entered into a confidentiality agreement in a form acceptable to AceragenConfidential Information.

Permitted Persons. A Party may disclose the other Party’s Confidential Information, without the other Party’s prior written permission, to: (i) to its Affiliates and its and its Affiliates’ limited partners, members, managers, directors and individuals or bodies responsible for governance of receiving Party (including, with respect to NovaQuest, NovaQuest’s investment committee and limited partner advisory committee), employees, agents, consultants, attorneys, accountants, banks and other actual or potential financing sources, and actual or potential permitted assignees, purchasers, transferees, or successors-in-interest under Section 11.7Sections 8.2, 8.3, or 11.6 or its or their employees, agents, consultants, attorneys or accountants, in each case, who need to know such Confidential Information (including to provide financing to receiving Party, to assist receiving Party in evaluating or monitoring receiving Party’s interests in the transactions contemplated hereby, or in fulfilling its obligations or exploiting its rights hereunder (or to determine their interest in providing such financing or assistance)) and who are, prior to receiving such disclosure, bound by customary contractual or professional confidentiality and non-use obligations; (ii) to other Persons who are (A) limited partners, members, investors or potential investors (or advisors or fiduciaries (including trustees) or underwriters or placement agents to such Persons) in connection with a private placement or other equity, debt, or other investment or potential investment transaction in or with receiving Party or its Affiliate (including, with respect to NovaQuest, an investment or potential investment described in Section 11.7 or with respect to the assignment, sale, transfer, pledge, NovaQuest or contribution of rights to receive payment under this Agreementa NovaQuest Affiliate), who need to know such Confidential Information in connection with making or monitoring such equity, debt, or other investment or potential investment transaction transaction, or (B) in the case of NovaQuest, potential investment targets; provided, however, that, targets (yprovided that (1) for the purpose of this Section 6.3(a)(ii), receiving Party may disclose only Confidential Information of disclosing Party pertinent to the investment or potential investment transaction and may make such disclosures only in anticipation, and during the period, of such investment or potential investment transaction transaction, and (z2) for the purpose of clause (B) of this Section 6.3(a)(ii), NovaQuest may disclose the identity of AceragenCompany, the Product that is the subject of this Agreement, and the fact that this Agreement provides for return payments to NovaQuest to the Investor Return Payments) provided that in the case of clauses (A) and (B) of this Section 6.3(a)(ii), such Persons who are, prior to receiving such disclosure, bound by customary contractual or professional confidentiality obligations of confidentiality, nondisclosure, and non-use obligations;nonuse; and (iii) to officers, employees, or advisors of any Governmental Authorities for the purpose of performing Development activities, submitting Regulatory Filings for the Product, Product and obtaining or maintaining Regulatory Approval; and (iv) with respect solely to NovaQuest’s disclosure of Confidential Information of Aceragen and its Affiliates, to prospective or potential purchasers of the Product Assets in connection with an ABC Proceeding and their representatives, provided that each such prospective or potential purchaser has entered into any routine examination of a confidentiality agreement in Party by a form acceptable to AceragenGovernmental Authority. [*].