Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each party hereto may (i) use Confidential Information disclosed to it by the other 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 and disclosure is reasonably necessary in (A) exercising the rights and licenses granted hereunder, (B) prosecuting or defending litigation, (C) complying with applicable laws, governmental regulations or court orders or submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, or (E) making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from the 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 received the information from the other. If a party to this Agreement is required to make any disclosure pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information received, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate in the case of patent applications.

Permitted Use and Disclosures. Each party Party hereto may (i) use Confidential Information disclosed to it by the other party in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other party Party or Results only to the extent such use and or disclosure is reasonably necessary and permitted in (A) exercising the exercise of the rights and licenses granted hereunderhereunder to the Party seeking to use or disclose Confidential Information, (B) including: in filing or prosecuting patent applications; prosecuting or defending litigation, (C) ; complying with applicable governmental laws, governmental regulations or court orders order or otherwise submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, ; optimizing a Product; conducting clinical trials; or (E) making a permitted sublicense sublicense, or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement. TDCC and Symyx shall not (and agree ; provided that their Affiliates shall not) disclose Confidential Information received from the 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 received the information from the other. If if a party to this Agreement Party is required to make any disclosure such disclosure, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receiveda confidentiality agreement, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment Party of such information (whether through protective order or otherwise)disclosure and, except save to the extent inappropriate in the case of patent applications, will use its commercially reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise). Notwithstanding anything contrary in this Agreement, without advance notice to the other Party, either Party may make reports to or filings with the Securities and Exchange Commission as it determines, based on advice of counsel, are reasonably necessary to comply with applicable laws and regulations, while limiting disclosure of Confidential Information to that which the Party reasonably believes is required to be disclosed by such applicable laws and regulations.

Permitted Use and Disclosures. Each party hereto may The confidentiality obligations under this ARTICLE 7 shall not apply to the extent that a Party 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) use either Party may, to the extent necessary, disclose Confidential Information disclosed of the other Party to it any regulatory authority in connection with the development of AC-200, Related Substances or Products under this Agreement; (ii) the use 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 as to 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 in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other party to the extent such use and Party for a public disclosure is reasonably necessary in (A) exercising the rights and licenses granted hereunder, (B) prosecuting or defending litigation, (C) complying with applicable laws, governmental regulations or court orders or submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, or (E) making a not otherwise permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall ARTICLE 7, with consent for such disclosure not (and agree that their Affiliates shall not) disclose Confidential Information received from the other party under this Agreement as permitted by 9.2(ii)(A) to be unreasonably withheld, conditioned or (E), except pursuant to an agreement of confidentiality with terms reasonably equivalent to those applicable to the party to this Agreement that received the information from the other. If a party to this Agreement is required to make any disclosure pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information received, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate in the case of patent applicationsdelayed.

Permitted Use and Disclosures. Each party Party hereto may (i) use Confidential Information disclosed to it by the other party in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by of the other party Party to the extent such use and or disclosure is reasonably necessary and permitted in (Aa) exercising the exercise of the rights granted or performance of obligations hereunder (including Juno’s development and licenses granted hereundercommercialization 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, (Bb) filing or prosecuting patent applications in accordance with Section 8.2 (subject to Section 8.1(b)), (c) prosecuting or defending litigationlitigation relating to or contemplated by this Agreement, (Cd) complying with applicable governmental laws, governmental regulations or court orders order or otherwise submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, or (Ee) making a permitted sublicense or otherwise exercising license rights expressly granted conducting clinical trials pursuant to this Agreement. TDCC and Symyx shall not (and agree any right or license granted hereunder, provided that their Affiliates shall not) disclose Confidential Information received from the 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 received the information from the other. If if a party to this Agreement Party is required by governmental authority or court order to make any disclosure such disclosure, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receiveda confidentiality agreement, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment Party of such information (whether through protective order or otherwise)disclosure and, except save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such 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 (i) use Confidential Information disclosed to it by the other party in conducting the Research Program or otherwise performing their obligations hereunder, and (ii) use or disclose Confidential Information disclosed to it by the other party to the extent such use and disclosure is reasonably necessary in (A) exercising the rights and licenses granted hereunder, (B) prosecuting or defending litigation, (C) complying with applicable stock market rules, laws, governmental regulations or court orders or submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filingfiling other than as set forth in Section 10.6, or (E) making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from the other party under this Agreement as permitted by 9.2(ii)(A12.2(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 received the information from the other. If a party to this Agreement is required to make any disclosure pursuant to 9.2(ii)(B12.2(ii)(B), (C) or (D) of Confidential Information received, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate in the case of patent applications.

Permitted Use and Disclosures. Each party hereto Notwithstanding the restrictions of Section 4.1, the Receiving Party may (ia) use Confidential Information disclosed to it by the other party in conducting Disclosing Party to the Research Program extent necessary for the Receiving Party to perform its obligations under this Agreement and (iib) use or disclose Confidential Information disclosed to it by the other party Disclosing Party to the extent such use and or disclosure is reasonably necessary in (Ai) exercising the rights and licenses granted hereunder, (Bii) prosecuting or defending litigation, (Ciii) complying with applicable lawsrule, law, regulation, judgment, decree or other order of any court, government, or governmental regulations agency or court orders instrumentality or submitting mandatory information to tax or other governmental authoritiesauthorities (including without limitation the Securities and Exchange Commission), (Div) filing preparing, filing, and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, or (Ev) making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from ; in each case, provided that, if the 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 received the information from the other. If a party to this Agreement Receiving Party is required to make any disclosure such disclosure, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receiveda confidentiality agreement, it will give reasonable advance notice to the other party to this Agreement Disclosing Party of such disclosure and will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate in the case of with respect to patent applications. The Receiving Party may also disclose the Confidential Information of the Disclosing Party upon receipt of the written consent to such disclosure by a duly authorized representative of the Disclosing Party.

Permitted Use and Disclosures. Each party Party hereto may (i) use Confidential Information disclosed to it by the other party in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other party Party or the Results to the extent such use and or disclosure is reasonably necessary in in: (Aa) exercising the exercise of the rights and licenses granted hereunderhereunder in filing or prosecuting patent applications, (B) prosecuting or defending litigation, (C) complying with applicable governmental laws, governmental regulations or court orders order or otherwise submitting mandatory information to tax or other governmental authorities, (Db) filing and prosecuting patent applicationsconducting clinical trials, subject to consultation with the disclosing party as to the content of such patent applications prior to filing, offering or (E) making a permitted sublicense or otherwise exercising license rights expressly granted by the other Party to it pursuant to the terms of this Agreement. TDCC , provided that the Third Party recipient is bound by an obligations of confidentiality and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from the other party non-use substantially similar to those under this Agreement as permitted by 9.2(ii)(A) Agreement; or (E)c) discussions with [***], except pursuant to an agreement of confidentiality with terms reasonably equivalent to those applicable to the party to this Agreement provided that received the information from the other. If if a party to this Agreement Party is required by court order or other legal or administrative proceeding to make any disclosure such disclosure, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receiveda confidentiality agreement, it will give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment Party of such information (whether through protective order or otherwise)disclosure and, except save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such 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 [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 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 Notwithstanding the restrictions of Section 8.1, each party hereto may (ia) use Confidential Information disclosed to it by the other to the extent necessary for that party in conducting to perform its obligations under the Research Development Program and (iib) use or disclose Confidential Information disclosed to it by the other party to the extent such use and or disclosure is reasonably necessary in (Ai) exercising the rights and licenses granted hereunder, (Bii) prosecuting or defending litigation, (Ciii) complying with applicable laws, governmental regulations or court orders or submitting mandatory information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (Div) preparing, filing and prosecuting patent applications, subject to consultation with the disclosing party applications as to the content of such patent applications prior to filingspecified in this Agreement, or (Ev) making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall not (and agree ; in each case, provided that their Affiliates shall not) disclose Confidential Information received from the 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 received the information from the other. If if a party to this Agreement is required to make any disclosure such disclosure, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receivedan arrangement to restrict disclosure and use, it will give reasonable advance notice to the other party to this Agreement of such disclosure requirement, and in each case it will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate in the case of with respect to patent applications, and use reasonable efforts to permit the other party an opportunity maintain confidentiality of its affected Confidential Information. 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.

Permitted Use and Disclosures. Each party hereto The Receiving Party may (i) use and disclose the Confidential Information disclosed to it by of the other party in conducting the Research Program and (ii) use or disclose Confidential Information disclosed to it by the other party Disclosing Party to the extent such use necessary to exercise its rights or perform its obligations under this Agreement, in filing or prosecuting patent applications and disclosure is reasonably necessary in (A) exercising the rights and licenses granted hereunderpatents, (B) prosecuting or defending litigation, (C) complying with applicable laws, governmental regulations [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. or court orders or otherwise submitting mandatory information to tax or other governmental authorities, (D) filing and prosecuting patent applications, subject to consultation with the disclosing party as to the content of such patent applications prior to filingconducting trials, or (E) making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to this Agreement. TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from the other party under this Agreement as permitted by 9.2(ii)(A) or (E), except to it pursuant to an agreement the terms of confidentiality with terms reasonably equivalent to those applicable to this Agreement, provided that if the party to this Agreement that received the information from the other. If a party to this Agreement Receiving Party is required to make any such disclosure of the Disclosing Party's Confidential Information, other than pursuant to 9.2(ii)(B), (C) or (D) of Confidential Information receiveda confidentiality agreement, it will shall give reasonable advance notice to the other party to this Agreement and will use reasonable efforts to secure confidential treatment Disclosing Party of such information (whether through protective order or otherwise)disclosure and, except save to the extent inappropriate in the case of patent applications, 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.