Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each Party hereto may use or disclose Information disclosed to it by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use information is included in the Pharmacopeia Technology, Schering Technology or disclosure: Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in complying the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Applicable Laws Agreement Compound(s) and/or Agreement Product(s), or otherwise to any governmental or other regulatory agency, in order to gain approval to conduct clinical trials or to market Agreement Compound(s) and/or Agreement Products, (iii) such disclosure is required by law, regulation, rule, act or order of any governmental authority, court, or agency, or is made in connection with submitting required information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to Third Parties it by the other Party pursuant to the terms of this Agreement; in connection with a receiving Party’s efforts to secure financing or enter into strategic partnershipseach case, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing another Party’s confidential Confidential Information, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise)) and disclose only the minimum necessary to comply with such requirements.

Permitted Use and Disclosures. Each Party party hereto may (i) use or disclose Confidential Information disclosed to it by the other Party party in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure: (i) and disclosure is reasonably necessary in (A) exercising the rights and licenses granted hereunder, (B) prosecuting or defending litigation, (C) complying with Applicable Laws applicable laws, governmental regulations or otherwise court orders or submitting mandatory information to tax or other governmental authorities, (iiD) is provided by filing and prosecuting patent applications, subject to consultation with the receiving Party disclosing party as to Third Partiesthe content of such patent applications prior to filing, on or (E) making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted sublicense or otherwise exercising its license rights or performing its obligations hereunder; provided, that such Third Parties are obligated expressly granted pursuant to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose to Mitsui any Confidential Information received from Licensee hereunder; providedthe other party under this Agreement as permitted by 9.2(ii)(A) or (E), except pursuant to an agreement of confidentiality with terms reasonably equivalent to those applicable to the party to this Agreement that such disclosure is reasonably considered by Bayer received the information from the other. If a party to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party this Agreement is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement9.2(ii)(B), the receiving Party (C) or (D) of Confidential Information received, it will give reasonable advance notice to the disclosing Party other party to this Agreement and will use reasonable efforts to secure confidential treatment of such disclosure andinformation (whether through protective order or otherwise), save except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).

Permitted Use and Disclosures. Each Party Notwithstanding the restrictions of Section 7.1, each party hereto may (a) use or disclose Confidential Information disclosed to it by the other Party to the extent necessary for that party to perform its obligations set forth in this Agreement and (b) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure: (i) disclosure is reasonably necessary in (i) exercising the rights and licenses granted hereunder, (ii) prosecuting or defending litigation pursuant to Article 8 (iii) complying with Applicable Laws applicable laws, governmental regulations or otherwise court orders or submitting information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (iiiv) is provided by the receiving Party preparing, filing and prosecuting patent applications pursuant to Third Partiesthis Agreement, on or (v) making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted sublicense or otherwise exercising its license rights or performing its obligations hereunderexpressly granted pursuant to this Agreement; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Producteach case, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party party is required to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing Party other party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure information (whether through protective orders order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of the other party upon receipt of the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence. It is also understood that unless expressly required in this Agreement, neither party is obligated to disclose Confidential Information to the other.

Permitted Use and Disclosures. Each Party Notwithstanding the restrictions of Section 8.1, each party hereto may (a) use or disclose Confidential Information disclosed to it by another party to the extent necessary for that party to perform its obligations or undertake the activities set forth in the Development Plan and (b) use or disclose Confidential Information disclosed to it by such other Party party to the extent such use or disclosure: (i) disclosure is reasonably necessary in (i) exercising the rights and licenses granted hereunder, (ii) prosecuting or defending litigation, (iii) complying with Applicable Laws applicable laws, governmental regulations or otherwise court orders or submitting information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties preparing, filing and prosecuting patent applications; in connection with a receiving Party’s efforts to secure financing or enter into strategic partnershipseach case, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party party is required to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure information (whether through protective orders order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that any party may also disclose the Confidential Information of a disclosing party upon receipt of the written consent to such disclosure by a duly authorized representative of the disclosing party. For purposes of this Section 8, SanDisk and Toshiba may (subject to the limitations of use applicable to employees of SanDisk, Toshiba or their Affiliates) use third party contractors retained by SanDisk, Toshiba or their Affiliates as applicable, that have entered into appropriate non-disclosure agreements with SanDisk, Toshiba or their Affiliates, as applicable, and with Intermolecular where such third party contractors have direct access to the CDP or have been provided to the Intermolecular Confidential Information. SanDisk and Toshiba shall be responsible for their respective breaches of this Section 8 by such third party contractors to the same extent as for SanDisk, Toshiba and their Affiliates respective employees.

Permitted Use and Disclosures. Each Party Notwithstanding the restrictions of Section 7.1, each party hereto may (a) use or disclose Confidential Information disclosed to it by the other Party to the extent necessary for that party to perform its obligations set forth in the Alliance Plan and (b) use or disclose Confidential Information disclosed to it by the other party to the extent such use or disclosure: (i) disclosure is reasonably necessary in (i) exercising the rights and licenses granted hereunder, (ii) prosecuting or defending litigation pursuant to Section 6.2, (iii) complying with Applicable Laws applicable laws, governmental regulations or otherwise court orders or submitting information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (iiiv) is provided by the receiving Party preparing, filing and prosecuting patent applications pursuant to Third Partiesthis Agreement, on or (v) making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted sublicense or otherwise exercising its license rights or performing its obligations hereunderexpressly granted pursuant to this Agreement; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Producteach case, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party party is required to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing Party other party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure information (whether through protective orders order or otherwise), except to the extent inappropriate with respect to patent applications. It is understood that either party may also disclose the Confidential Information of the other party upon receipt of the written consent to such disclosure by a duly authorized representative of the other party. It is also understood that notwithstanding other provisions of this paragraph, neither party shall disclose trade secrets of the other party without first obtaining the written consent of the party owning such trade secrets and securing an agreement with the party to whom such disclosure will be made that such trade secrets will be treated as confidential for as long as such trade secrets qualify for protection as trade secrets. It is further understood that such trade secrets are not to be included in any patent, patent application, or other document that is accessible by individuals not subject to an agreement requiring that the individuals maintain such document in confidence.

Permitted Use and Disclosures. Each Party hereto Recipient may use or disclose Confidential Information disclosed to it by of the other Disclosing Party or the terms of this Agreement: (a) to the extent such use or disclosure: (i) disclosure is reasonably necessary in (i) filing or prosecuting patent applications in accordance with this Agreement, (ii) prosecuting or defending, or complying with Applicable Laws discovery requests in, legal or administrative actions related to this Agreement, (iii) complying with any applicable law, order, rule or regulation of any court or governmental body or governmental agency or otherwise submitting information to tax or other governmental authoritiesauthorities in connection with this Agreement, (iiiv) is provided by the receiving Party conducting clinical trials or obtaining approval to Third Partiestest or market a product pursuant to this Agreement, on (v) making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted Sublicense or otherwise exercising its rights hereunder, or performing (vi) filings under applicable securities laws or regulations or per the rules of any securities exchange or similar organization; (b) to bona fide potential and actual acquirers, investors, underwriters and lenders, subject to reasonable non-use and non-disclosure requirements; and (c) to its obligations hereunder; providedand its Affiliates’ respective Representatives, that subject to reasonable non-use and non-disclosure requirements. The Recipient shall be responsible for the compliance of all such Third Parties are obligated Representatives with this Article 6. If a Recipient is making a disclosure pursuant to maintain subsection (a)(ii) or (a)(iii) above, such Recipient shall provide the confidentiality Disclosing Party with prompt written notice of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party planned disclosure prior to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save (only to the extent inappropriate prior notice is allowed under applicable laws, orders, rules or regulations) so that the Disclosing Party may seek to limit or avoid disclosure, or to seek a protective order or other appropriate relief. Subject to the foregoing sentence and the Recipient’s compliance with its obligations under this Article 6, the Recipient may furnish the portion of the documents and information that it is legally compelled or it is otherwise required to disclose in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise)connection therewith.

Permitted Use and Disclosures. Each Notwithstanding the provisions of Section 13.1 above, each Party hereto may use or and disclose Information disclosed to it by the other Party Party’s Confidential Information to the extent such use or disclosure: (i) disclosure is reasonably necessary in to exercise the rights granted to it, or reserved by it, under this Agreement (including the right to grant sublicenses, as applicable), prosecuting or defending litigation, complying with Applicable Laws or otherwise applicable governmental regulations, submitting information to tax or other governmental authorities, authorities (ii) is provided by including without limitation the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market researchEuropean Commission), or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated conducting clinical trials hereunder with respect to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the ProductProducts, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing other Party’s confidential Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, the receiving Party it will give reasonable advance notice to the disclosing latter Party of such disclosure and, save to the extent inappropriate in the case of patent applicationsapplications or otherwise, will use its reasonable efforts to secure confidential treatment of such Information 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 shall ensure that the recipient thereof is bound by a written confidentiality agreement as materially protective of such Confidential Information as this Section 13. If the Party whose Confidential Information is to be disclosed has not filed a patent application with respect to such Confidential Information, it may require the other Party to delay the proposed disclosure (to the extent the disclosing Party may legally do so), for up to [***], to allow for the filing of such an application. This Section 13 shall not limit either Party’s right under Section 7.2.1 to use and disclose Data.

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by of the other Party to the extent such use or disclosure: (i) disclosure is reasonably necessary and permitted in (a) the exercise of the rights granted or performance of obligations hereunder (including Juno’s development and commercialization of Modulated Products incorporating as an active ingredient an Engineered T-Cell directed against Selected Target(s), use of Joint Collaboration IP (subject to Section 4.5) and use of Results (subject to Section 4.6)), including in the case of Juno and solely with respect to the Joint Collaboration IP and Results for the development and commercialization of Modulated Products, (b) filing or prosecuting patent applications in accordance with Section 8.2 (subject to Section 8.1(b)), (c) prosecuting or defending litigation relating to or contemplated by this Agreement, (d) complying with Applicable Laws applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, or (iie) is provided by the receiving Party conducting clinical trials pursuant to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical any right or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations license granted hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required by governmental authority or court order to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise)) and disclose only the minimum necessary to comply with such requirements. A Party that discloses Confidential Information of the other Party to Affiliates, actual and potential licensees and sublicensees, collaborators, employees, consultants, contractors or agents of such Party as permitted by this Section 9.2 shall require that any such Affiliate, actual or potential licensee or sublicensee, collaborator, employee, consultant or agent agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this ARTICLE 9.

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure: (i) disclosure is reasonably necessary (a) in the exercise of the rights granted to it hereunder, or (b) in prosecuting or defending litigation, enforcing this Agreement or the rights hereunder, complying with Applicable Laws applicable laws, regulations (including securities laws and regulations) or court order or otherwise submitting information to tax or other governmental authorities, including any required financial disclosures as reasonably required by its independent auditors; or (iic) as deemed necessary by Merck to be disclosed to its Affiliates and Sublicensees, agents, consultants, and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable for the research and development, manufacturing and/or marketing of Product(s) (or for such entities to determine their interest in performing such activities) in accordance with this Agreement; or (d) as deemed necessary by Acumen to be disclosed to potential licensees other than for Products in the Therapeutic Field and Diagnostic Field (provided that such disclosures by Acumen shall be limited to the relevant provisions of Article 5 hereof); in all cases on the condition that any Third Parties to whom Confidential Information is provided disclosed agree to be bound by the receiving Party to Third Parties, on a strictly asconfidentiality and non-needed basis, use obligations contained this Agreement and provided the term of confidentiality for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of shall be no less than [*** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement*] years; and provided further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required by law to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing other Party of such disclosure and, save to the extent inappropriate in the case of patent applicationsapplications or the like, will use its reasonable efforts to secure confidential treatment of such Information information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise)) and disclose only the minimum necessary to comply with such requirements.

Permitted Use and Disclosures. Each The confidentiality obligations under this ARTICLE 7 shall not apply to the extent that a Party hereto may is required to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction, including filings required by the Securities and Exchange Commission, the governmental legal and financial agencies, or any similar body thereto, or any securities exchange; provided, however, that such Party shall provide written notice thereof to the other Party (to the extent not prohibited by law or court order), and consult with the other Party with respect to such disclosure to the extent reasonably protectable and provide the other Party reasonable opportunity to object to any such disclosure or to request confidential treatment thereof. Notwithstanding the provisions of this ARTICLE 7, the Parties agree that: (i) either Party may, to the extent necessary, disclose Confidential Information of the other Party to any regulatory authority in connection with the development of AC-200, Related Substances or Products under this Agreement; (ii) the use or and disclosure outside the scope of this Agreement of concepts and information retained in the unaided memories of individuals who had access to information from the other Party shall not be considered a breach of this Agreement; provided that the foregoing shall not be deemed to extend to any patent rights in such concepts; and (iii) each Party shall retain the right to publicly disclose Information disclosed information as to it its own activities hereunder without having to obtain the consent of the other Party. In addition, the Parties will consider in good faith any request by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement public disclosure not otherwise permitted pursuant to this ARTICLE 7, with such Third Party and consent for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer not to be necessary to comply with the terms and conditions of the Patent License Agreement; and further providedunreasonably withheld, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders conditioned or otherwise)delayed.

Permitted Use and Disclosures. Each Party hereto may use or disclose ---------------------------------- Confidential Information disclosed to it by the other Party to the extent such use information is included in the Pharmacopeia Technology, Schering Technology or disclosure: Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in complying the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Applicable Laws Agreement Compound(s) and/or Agreement Product(s), or otherwise to any governmental or other regulatory agency, in order to gain approval to conduct clinical trials or to market Agreement Compound(s) and/or Agreement Products, (iii) such disclosure is required by law, regulation, rule, act or order of any governmental authority, court, or agency, or is made in connection with submitting required information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to Third Parties it by the other Party pursuant to the terms of this Agreement; in connection with a receiving Party’s efforts to secure financing or enter into strategic partnershipseach case, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing another Party’s confidential 's Confidential Information, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise)) and disclose only the minimum necessary to comply with such requirements.

Permitted Use and Disclosures. Each (a) Notwithstanding the provisions of Section 10.1 above, (i) each Party hereto may use or and disclose Information disclosed to it by the other Party Party’s Confidential Information to the extent such use disclosure is reasonably necessary to exercise the rights granted to it, or disclosure: reserved by it, under this Agreement (iincluding the right to grant sublicenses, as applicable), (ii) each Party hereto may disclose the other’s Confidential Information to the extent such disclosure is reasonably necessary in prosecuting or defending litigation or complying with Applicable Laws or otherwise applicable governmental regulations, submitting information to tax or other governmental authorities, (iiiii) MGI may disclose Licensee’s Confidential Information to SuperGen, and (iv) Licensee shall be permitted to publicly register (within 21 days of initiating enrollment) in a public trials registry (such as w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) any clinical trials in which Licensee is provided a * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the receiving Party Securities and Exchange Commission pursuant to Third PartiesRule 24b-2 of the Securities Exchange Act of 1934. participant, to post the results of all such registered clinical trials to a clinical study results web site within 12 months after trial completion, and/or to publish the results of all such registered clinical trials in a peer-reviewed journal and cite such publications on a strictly as-needed basispublic clinical study results web site; provided that in (i) and (iii) above, for consulting servicesto the extent possible, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality recipient is bound by terms and conditions as protective of such the other Party’s Confidential Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreementthis Article 10; and further provided, provided that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoingin (ii) above, if a receiving Party is legally required to make any such disclosure of the disclosing other Party’s confidential Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, the receiving Party it will give reasonable advance written notice to the disclosing latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise); and further provided that in (iv) above, the information to be submitted for such registration and/or postings shall be treated as a publication in accordance with Section 10.6 and accordingly shall be submitted to MGI at least thirty (30) business days prior to the desired date of registration or posting, except that if MGI requests an additional sixty (60) days in order to prepare and file applications on any Patent Rights contained therein, the Parties agree that such clinical trial shall not commence until after the expiration of the sixty (60) day period. (b) Except as provided in Section 10.3(a), Licensee and its Affiliate shall not disclose information about Product Improvements except to the extent licensed to Licensee hereunder and as required in Licensee’s performance of its obligations hereunder, without MGI’s prior written consent.

Permitted Use and Disclosures. Each Neither Party hereto may use shall disclose any terms or disclose Information disclosed conditions of this Agreement to it by any Third Party without the prior consent of the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authoritiesParty, (ii) is provided except as expressly permitted by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third this Agreement. A Party and for a period its Affiliates may disclose Confidential Information (including the terms and conditions of *** thereafter; this Agreement): (iiia) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis to its legal and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose financial advisors to Mitsui any Information received from Licensee hereunder; provided, that the extent such disclosure is reasonably considered necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by Bayer to be necessary to comply with such Party or its Affiliates, (iii) the terms and conditions sale of all or substantially all of the Patent License assets of such Party or its Affiliates that relate to Licensed Products, (iv) a securitization, (v) to facilitate the sublicensing of any or all of the rights licensed to such Party under this Agreement, or (vi) to facilitate the assignment of any or all of such Party’s rights and obligations under this Agreement (in accordance with Article 9), provided that such Third Party executes a commercially reasonable non-use and non-disclosure agreement with respect to Confidential Information of the other Party; (c) to the United States Securities and further providedExchange Commission or any other securities exchange or governmental entity, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information including as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Informationan initial or subsequent public offering; or (d) as otherwise required by law or regulation, other than pursuant to a confidentiality agreementprovided that, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications(c) and (d), will use its the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to secure obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available, at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such Information other Party in any such disclosure or request for confidential treatment or protective order. Mederis may not publish [***] absent Spitfire’s prior written consent, such consent not to its disclosure (whether through protective orders or otherwise)be unreasonably withheld. For the avoidance of doubt, other than stating that Spitfire [***], absent Spitfire’s prior written consent, Mederis may not publish information that is specific to [***].

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party or the Results to the extent such use or disclosure: (i) disclosure is reasonably necessary in: (a) the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, complying with Applicable Laws applicable governmental laws, regulations or court order or otherwise submitting information to tax or other governmental authorities, (iib) is provided by the receiving Party to Third Partiesconducting clinical trials, on offering or making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted sublicense or otherwise exercising its license rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain expressly granted by the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period to it pursuant to the terms of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Productthis Agreement, provided that reasonable measures shall be taken the Third Party recipient is bound by an obligations of confidentiality and non-use substantially similar to assure confidential treatment of such Informationthose under this Agreement; or (ivc) is to Third Parties in connection discussions with a receiving Party’s efforts to secure financing or enter into strategic partnerships[***], provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required by court order or other legal or administrative proceeding to make any such disclosure of the disclosing Party’s confidential Informationdisclosure, other than pursuant to a confidentiality agreement, the receiving Party it will give reasonable advance notice to the disclosing other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements). If Mirati does not exercise the Option during the Option Term, then Array shall thereafter be entitled to use and disclose the Results generated by Array for any and all purposes, and the restrictions of this Section 11.2 shall no longer apply with respect to such Results.

Permitted Use and Disclosures. Each The Receiving Party hereto may use or and disclose the Confidential Information disclosed to it by of the other Disclosing Party to the extent such use necessary to exercise its rights or disclosure: (i) is reasonably necessary perform its obligations under this Settlement Agreement, in filing or prosecuting applications and patents, prosecuting or defending litigation, complying with Applicable Laws applicable governmental regulations or court order or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market researchtrials, or making a permitted sublicense or [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated expressly granted to maintain it pursuant to the confidentiality terms of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Productthis Settlement Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with if the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Receiving Party is required to make any such disclosure disclosures of the disclosing Disclosing Party’s confidential Confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will it shall give reasonable advance notice to the disclosing Disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information in consultation with the Disclosing Party prior to its disclosure (whether through protective orders or otherwise)) and disclose only that portion of the Confidential Information necessary to comply with such requirements.

Permitted Use and Disclosures. Each Party hereto may use or disclose Information information disclosed to it by the other Party to the extent such use or disclosure: (i) disclosure is reasonably necessary in complying with Applicable Laws applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Partiesconducting clinical trials, on or making a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, permitted sublicense or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing other Party’s confidential 's Confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will it shall (a) give reasonable advance notice to the disclosing latter Party of such disclosure, (b) if such advance notice is not possible, provide notice of such disclosure andimmediately thereafter, (c) to the extent possible, minimize the extent of such disclosure, and (d) save to the extent inappropriate in the case of patent applications, will use its all reasonable efforts to secure confidential treatment of such Information information *****REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. prior to its disclosure (whether through protective orders or otherwise), it being understood that any information so disclosed shall otherwise remain subject to the limitations on use and disclosure hereunder.