Common use of Permitted Use and Disclosures Clause in Contracts

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in 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 Agreement Compound(s) and/or Agreement Product(s), or 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, 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 it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the 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 hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology use or Collaboration Technology, as the case may be, and to the extent disclosure: (i) such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing complying with Applicable Laws 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 Agreement Compound(s) and/or Agreement Product(s), or 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 otherwise 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) 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 or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted considered by Bayer to it by the other Party pursuant be necessary to comply with the terms and conditions of this the Patent License Agreement; in each caseand 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 foregoing, if a receiving Party is required to make any such disclosure of another the disclosing Party’s Confidential confidential Information, other than pursuant to a confidentiality agreement, it the receiving Party will give reasonable advance notice to the other disclosing 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 Notwithstanding the restrictions of Section 7.1, each party hereto may (a) use Confidential Information disclosed to it by the other 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 party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of (i) exercising the rights and licenses granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigationhereunder, (ii) such disclosure is reasonably required prosecuting or defending litigation pursuant to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s), or 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, Article 8 (iii) such disclosure is required by lawcomplying with applicable laws, regulation, rule, act governmental regulations or order of any governmental authority, court, court orders or agency, or is made in connection with submitting required information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (iv) preparing, filing and prosecuting patent applications pursuant to this Agreement, or (ivv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party party is required to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party 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 only Confidential Information to the minimum necessary to comply with such requirementsother.

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 to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, use and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of (A) exercising the rights and licenses granted hereunder in filing or prosecuting patent applicationshereunder, (B) prosecuting or defending litigation, (iiC) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials complying with Agreement Compound(s) and/or Agreement Product(s)applicable laws, governmental regulations or to any governmental court orders 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 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 (ivE) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted pursuant to it by this Agreement. TDCC and Symyx shall not (and agree that their Affiliates shall not) disclose Confidential Information received from the other Party 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 terms of party to this Agreement; in each case, provided Agreement that if received the information from the other. If a Party party to this Agreement is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement9.2(ii)(B), (C) or (D) of Confidential Information received, it will give reasonable advance notice to the other Party 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 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 Notwithstanding the restrictions of Section 8.1, each party hereto may (a) use 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 the such other Party party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of (i) exercising the rights and licenses granted hereunder in filing or prosecuting patent applicationshereunder, (ii) 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 Agreement Compound(s) and/or Agreement Product(s), or 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 lawcomplying with applicable laws, regulation, rule, act governmental regulations or order of any governmental authority, court, court orders or agency, or is made in connection with submitting required information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), or (iv) such disclosure or use is reasonably required in conducting clinical trialspreparing, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreementfiling and prosecuting patent applications; in each case, provided that if a Party party is required to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party disclosing party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party 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 disclose only with Intermolecular where such third party contractors have direct access to the minimum necessary CDP or have been provided to comply with the Intermolecular Confidential Information. SanDisk and Toshiba shall be responsible for their respective breaches of this Section 8 by such requirementsthird 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 Confidential Information disclosed to it by the other 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 party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of (i) exercising the rights and licenses granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigationhereunder, (ii) such disclosure is reasonably required prosecuting or defending litigation pursuant to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s), or 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 ProductsSection 6.2, (iii) such disclosure is required by lawcomplying with applicable laws, regulation, rule, act governmental regulations or order of any governmental authority, court, court orders or agency, or is made in connection with submitting required information to tax or other governmental authoritiesauthorities (including the Securities and Exchange Commission), (iv) preparing, filing and prosecuting patent applications pursuant to this Agreement, or (ivv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party party is required to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party party of such disclosure and, save to the extent inappropriate in the case of patent applications, and will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party 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 disclose only securing an agreement with the minimum necessary party to comply with whom such requirementsdisclosure 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 may use or disclose Confidential Information disclosed to it by the other Party The confidentiality obligations under this Article 10 shall not apply to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in 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 Agreement Compound(s) and/or Agreement Product(s), or 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, 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 it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party is required to make 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 or any similar body, or any securities exchange; provided, however, that such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance Party shall provide written notice thereof to the other Party of such disclosure and, save (to the extent inappropriate 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 10, 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 a Product which it has the right to Develop 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; (iii) to the extent they have not done so as of the Effective Date, the Parties shall agree upon a press release related to this Agreement; and (iv) 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, provided that in the case of patent applicationsdisclosure of the results of clinical trials of a Product conducted by such Party, will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with Party shall give the other Party prior written notice of such public disclosure. In addition, the Parties will consider in good faith any request by the other Party for a public disclosure not otherwise permitted pursuant to its this Article 10, with consent for such disclosure (whether through protective orders not to be unreasonably withheld, conditioned or otherwise) and disclose only delayed. In the minimum necessary event of any termination of this Agreement under Article 13, the Parties shall agree on an announcement of such termination; provided that the Parties shall use reasonable efforts to comply with fashion such requirementsannouncement so as to minimize any negative impact on either Party as a result of such announcement. Once a particular item of information has been publicly disclosed, further consent will not be needed for further disclosures thereof.

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 information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in (i) filing or prosecuting patent applications, prosecuting or defending litigationapplications in accordance with this Agreement, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s)prosecuting or defending, or complying with discovery requests in, legal or administrative actions related 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 Productsthis Agreement, (iii) such disclosure is required by complying with any applicable law, regulationorder, rule, act rule or order regulation of any court or governmental authority, court, body or agency, governmental agency or is made in connection with otherwise submitting required information to tax or other governmental authoritiesauthorities in connection with this Agreement, (iv) conducting clinical trials or obtaining approval to test or market a product pursuant to this Agreement, (v) making a permitted Sublicense or otherwise exercising its rights hereunder, or (ivvi) 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 and its Affiliates’ respective Representatives, subject to reasonable non-use and non-disclosure requirements. The Recipient shall be responsible for the compliance of all such Representatives with this Article 6. If a Recipient is making a disclosure pursuant to subsection (a)(ii) or (a)(iii) above, such Recipient shall provide the Disclosing Party with prompt written notice of such planned disclosure prior to such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other 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 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 requirementsconnection therewith.

Permitted Use and Disclosures. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted (a) in the exercise of the rights granted hereunder to it hereunder, or (b) in filing or prosecuting patent applications, prosecuting or defending litigation, enforcing this Agreement or the rights hereunder, complying with applicable laws, regulations (iiincluding securities laws and regulations) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s), or to any governmental court order 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 otherwise submitting required information to tax or other governmental authorities, including any required financial disclosures as reasonably required by its independent auditors; or (ivc) 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 disclosure or use is reasonably required entities to determine their interest in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of 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 each case, 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 disclosed agree to be bound by the confidentiality and non-use obligations contained this Agreement and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and provided further that if a Party is required by law to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applicationsapplications or the like, will use its reasonable diligent efforts to secure confidential treatment of such Confidential 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 Party hereto may use or disclose ---------------------------------- Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in 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 Agreement Compound(s) and/or Agreement Product(s), or 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, 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 it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party is required to make any such disclosure of another Party’s 's Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the 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 Notwithstanding the provisions of Section 13.1 above, each Party hereto may use or and disclose the other Party’s Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the to exercise of the rights granted hereunder in filing to it, or prosecuting patent applicationsreserved by it, under this Agreement (including the right to grant sublicenses, as applicable), prosecuting or defending litigation, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials complying with Agreement Compound(s) and/or Agreement Product(s)applicable governmental regulations, or 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 authoritiesauthorities (including without limitation the European Commission), 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 trials hereunder with respect to it by the other Party pursuant to the terms of this Agreement; in each caseProducts, provided that if a Party is required to make any such disclosure of another the other Party’s Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, it will give reasonable advance notice to the other latter Party of such disclosure and, save to the extent inappropriate in the case of patent applicationsapplications or otherwise, will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party 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 only the minimum necessary to comply with such requirementsData.

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 information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or 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 applicationsapplications in accordance with Section 8.2 (subject to Section 8.1(b)), (c) prosecuting or defending litigationlitigation relating to or contemplated by this Agreement, (iid) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials complying with Agreement Compound(s) and/or Agreement Product(s)applicable governmental laws, regulations or to any governmental court order 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 otherwise submitting required information to tax or other governmental authorities, or (ive) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party trials pursuant to the terms of this Agreement; in each caseany right or license granted hereunder, provided that if a Party is required by governmental authority or court order to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the 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 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 Neither Party hereto shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as expressly permitted by this Agreement. A Party and its Affiliates may use or disclose Confidential Information disclosed (including the terms and conditions of this Agreement): (a) on a need-to-know basis to it by the other Party its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information is included under an agreement or ethical obligation; (b) to a Third Party in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such use Party or disclosure is reasonably necessary its Affiliates, including to its shareholders and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigationprospective shareholders, (ii) a merger, consolidation or similar transaction by such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s), Party or 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 Productsits Affiliates, (iii) the sale of all or substantially all of the assets of such disclosure is required by lawParty or its Affiliates that relate to Licensed Products, regulation(iv) a securitization, rule, act or order (v) to facilitate the sublicensing of any governmental authority, court, or agency, or is made in connection with submitting required information all of the rights licensed to tax or other governmental authoritiessuch Party under this Agreement, or (ivvi) to facilitate the assignment of any or all of such disclosure or use is reasonably required Party’s rights and obligations under this Agreement (in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreement; in each caseaccordance with Article 9), provided that if such Third Party executes a Party is commercially reasonable non-use and non-disclosure agreement with respect to Confidential Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make any such disclosure of another 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, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications(c) and (d), will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the disclosing Party shall (x) if practicable, provide the other Party prior with reasonable advance notice of and an opportunity to its disclosure comment on any such required disclosure, (whether through protective orders y) if requested by such other Party, seek, or otherwise) and disclose only the minimum necessary to comply cooperate with such requirementsParty’s efforts to 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 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 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 information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in in: (a) 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 complying with Agreement Compound(s) and/or Agreement Product(s)applicable governmental laws, regulations or to any governmental court order 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 otherwise submitting required information to tax or other governmental authorities, or (ivb) such disclosure or use is reasonably required in conducting clinical trials, offering or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party to it pursuant to the terms of this Agreement, provided that the Third Party recipient is bound by an obligations of confidentiality and non-use substantially similar to those under this Agreement; in each caseor (c) discussions with [***], provided that if a Party is required by court order or other legal or administrative proceeding to make any such disclosure of another Party’s Confidential Informationdisclosure, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the 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 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 Party hereto may use or disclose Confidential Information information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing complying with applicable governmental regulations 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 Agreement Compound(s) and/or Agreement Product(s), or 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 otherwise submitting required information to tax or other governmental authorities, or (iv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license its rights expressly granted to it by the other Party pursuant to the terms of this Agreementhereunder; in each caseprovided, provided that if a Party is required to make any such disclosure of another the other Party’s 's Confidential Information, other than pursuant to a confidentiality agreement, it will shall (a) give reasonable advance notice to the other 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 diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party 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 disclose only the minimum necessary to comply with such requirementsdisclosure hereunder.

Permitted Use and Disclosures. Each (a) Notwithstanding the provisions of Section 10.1 above, (i) each Party hereto may use or and disclose the other Party’s Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the to exercise of the rights granted hereunder in filing to it, or prosecuting patent applicationsreserved by it, prosecuting or defending litigationunder this Agreement (including 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 required to be made to any institutional review board of any entity conducting clinical trials necessary in prosecuting or defending litigation or complying with Agreement Compound(s) and/or Agreement Product(s)applicable governmental regulations, or 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, or (iii) 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 disclosure or use as w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) any clinical trials in which Licensee is reasonably required a * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 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 conducting a peer-reviewed journal and cite such publications on a public clinical trialsstudy results web site; provided that in (i) and (iii) above, or making a permitted sublicense or otherwise exercising license rights expressly granted to it the extent possible, the recipient is bound by terms and conditions as protective of the other Party pursuant to Party’s Confidential Information as the terms and conditions of this AgreementArticle 10; in each case, provided that in (ii) above, if a Party is legally required to make any such disclosure of another the other Party’s Confidential Information, other than pursuant to a confidentiality agreementthe extent it may legally do so, it will give reasonable advance written notice to the other latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications, and 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 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 only information about Product Improvements except to the minimum necessary extent licensed to comply with such requirementsLicensee hereunder and as required in Licensee’s performance of its obligations hereunder, without MGI’s prior written consent.

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 information is included in the Pharmacopeia Technologynecessary to exercise its rights or perform its obligations under this Settlement Agreement, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applicationsapplications and patents, prosecuting or defending litigation, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials complying with Agreement Compound(s) and/or Agreement Product(s), applicable governmental regulations or to any governmental court order 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 otherwise submitting required information to tax or other governmental authorities, or (iv) such disclosure or use is reasonably required in conducting clinical trials, 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 license rights expressly granted to it by the other Party pursuant to the terms of this Settlement Agreement; in each case, provided that if a the Receiving Party is required to make any such disclosure disclosures of another the Disclosing Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will shall give reasonable advance notice to the other Disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will shall use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Disclosing Party prior to its disclosure (whether through protective orders or otherwise) and disclose only that portion of the minimum Confidential Information necessary to comply with such requirements.