Common use of Use Restrictions Clause in Contracts

Use Restrictions. (i) Without approval from the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC Data. At BTC’s request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL (v) Each BTC Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC BFA Recipient (in its sole discretion), BTC BFA Data will not be: (A) used by State Street Provider other than is as necessary for State Street’s performance of to perform the Services under the applicable Service Modulehereunder or as otherwise specifically set forth in this Agreement; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosedProvider; or (C) commercially exploited (including, without limitation, via Processing processing or data mining) by or on behalf of State Street Provider or any State Street Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BFA Data. (ii) State Street Provider will not possess or assert liens or other rights in or to BTC BFA Data. (iii) State Street Provider hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC BFA Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC BFA Data. At BTCBFA’s request, State Street Provider will execute and deliver to the BTC BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC BFA Recipients to enforce, their rights hereunder with respect to BTC BFA Data. (iv) No removable media on which BTC BFA Data is stored may be used or re-used to store data of any other customer of State Street Provider or to deliver data to a third party, including another State Street Provider customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL. (v) Each BTC BFA Recipient will provide State Street Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC BFA Data transmitted to State Street Provider that are in addition to the requirements set forth in this Agreement or any Service Module, Agreement; provided, however, that any change to State StreetProvider’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC Recipient Lending Fund (in its sole discretion), BTC Data will not be: (A) used by State Street Provider other than is as necessary for State Street’s performance of to perform the Services under the applicable Service Modulehereunder or as otherwise specifically set forth in this Agreement; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosedProvider; or (C) commercially exploited (including, without limitation, via Processing processing or data mining) by or on behalf of State Street Provider or any State Street Provider Personnel. For the avoidance of doubt, under no circumstances will Provider allow representatives of Provider’s asset management division or any Affiliates engaged in asset management to access or use the BTC Data. (ii) State Street Provider will not possess or assert liens or other rights in or to BTC Data. (iii) State Street Provider hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC Recipients Lending Funds without further consideration all of its and their right, title and interest, if any, in and to BTC Data. At BTC’s request, State Street Provider will execute and deliver to the BTC Recipients Lending Funds any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients Lending Funds to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street Provider or to deliver data to a third party, including another State Street Provider customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL. (v) Each BTC Recipient Lending Fund will provide State Street Provider with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street Provider that are in addition to the requirements set forth in this Agreement or any Service Module, Agreement; provided, however, that any change to State StreetProvider’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC BFA Recipient (in its sole discretion), BTC BFA Data will not be: (A) used by State Street other than is necessary for State Street’s performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC BFA Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC BFA Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC BFA Data. At BTCBFA’s request, State Street will execute and deliver to the BTC BFA Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC BFA Recipients to enforce, their rights hereunder with respect to BTC BFA Data. (iv) No removable media on which BTC BFA Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Information Classification: Confidential Master Services Agreement 28 BTC 29 BFA | State Street CONFIDENTIAL (v) Each BTC BFA Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC BFA Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from Notwithstanding Section ‎8.1 and subject to Section ‎8.3, a Receiving Party may, in connection with performing its obligations or exercising its rights under this Agreement, disclose the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s performance Confidential Information of the Services under the applicable Service Module; (B) disclosedDisclosing Party, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel.including for purposes of: (iia) State Street will not possess filing or assert liens or other rights in or prosecuting patent applications, pursuant to BTC Data.the terms of Section ‎7.2; (iiib) State Street hereby irrevocably and perpetually assignsprosecuting or defending litigation as permitted by this Agreement; (c) conducting pre-clinical studies or Clinical Trials of any Product, transfers and conveys subject to the applicable BTC Recipients without further consideration all Section ‎8.4; (d) seeking or maintaining Regulatory Approval of its and their rightany Product, title and interest, if any, in and to BTC Data. At BTC’s request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data.GSK, in the GSK Territory, and with respect to Scynexis, in the Excluded Territory; (ive) No removable media complying with Law, including, subject to Section ‎8.5(b), securities Laws and the rules of any securities exchange or market on which BTC Data is stored may a Party’s securities are or are planned to be used listed or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIALtraded; or (vf) Each BTC Recipient will provide State Street with written notice providing to such Receiving Party’s actual or potential partners, acquirers, financing sources, investment bankers, financial advisors, licensors (including Merck), (sub)licensees (including Hansoh and R-Pharm) and their respective Personnel, each of any applicable security or whom prior to disclosure must be bound by similar obligations of confidentiality obligations or disclosure, notification or consent requirements applicable and non-use at least equivalent in scope to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements those set forth in this Agreement ‎Article 8. In making any disclosures set forth in clauses ‎(a), ‎(b), or any Service Module‎(e) above, providedthe Receiving Party shall, howeverwhere reasonably practicable, that any change to State Street’s obligations as a result thereof shall be subject give such advance notice to the Change ProceduresDisclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the Disclosing Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, the Receiving Party shall (i) endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the Disclosing Party, (ii) provide the Disclosing Party with the proposed confidential treatment request within a reasonable time for the Disclosing Party to provide comments, and the Receiving Party shall consider and incorporate such comments in good faith in connection with its submission of its confidential treatment request, and (iii) submit the proposed disclosure in writing to the Disclosing Party as far in advance as reasonably practicable (and in no event less than [***] ([***]) prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon and the Receiving Party shall incorporate such comments in good faith.

Use Restrictions. (i) Without approval from Notwithstanding Section ‎7.1, subject to Section ‎7.3, a Receiving Party may, in connection with performing its obligations or exercising its rights and performing its obligations under this Agreement, disclose the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s performance Confidential Information of the Services under the applicable Service Module; (B) disclosedDisclosing Party, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel.including for purposes of: (iia) State Street will not possess filing or assert liens or other rights in or prosecuting patent applications, pursuant to BTC Data.the terms of Section ‎6.3; (iiib) State Street hereby irrevocably prosecuting or defending litigation; (c) conducting pre-clinical studies or Clinical Trials of any Product for the Receiving Party’s Territory; (d) seeking or maintaining Regulatory Approval of any Product in the Receiving Party’s Territory; (e) complying with Law, including securities Law and perpetually assignsthe rules of any securities exchange or market on which a Party’s securities are or are planned to be listed or traded; or (f) to such Receiving Party’s actual or potential partners, transfers and conveys to the applicable BTC Recipients without further consideration all of its acquirers, financing sources, licensors, (sub)licensees and their rightrespective Personnel, title each of whom prior to disclosure must be bound by similar obligations of confidentiality and interest, if any, non-use at least equivalent in and scope to BTC Data. At BTC’s request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL (v) Each BTC Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements those set forth in this Agreement or ‎Article 7. In making any Service Moduledisclosures set forth in clauses (a) through (e) above, providedthe Receiving Party shall, howeverwhere reasonably practicable, that any change to State Street’s obligations as a result thereof shall be subject give such advance notice to the Change ProceduresDisclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the Disclosing Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body the Receiving Party shall (i) endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the Disclosing Party, (ii) provide the Disclosing Party with the proposed confidential treatment request within a reasonable time for the Disclosing Party to provide comments, and the Receiving Party shall consider and incorporate such comments in good faith in connection with its submission of its confidential treatment request, and (iii) submit the proposed disclosure in writing to the Disclosing Party as far in advance as reasonably practicable (and in no event less than three (3) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon and the Receiving Party shall incorporate such comments in good faith.

Use Restrictions. (i) Without approval from the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC Data. At BTC’s request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIALStreet (v) Each BTC Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s 's performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC Data. At BTC’s 's request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL. (v) Each BTC Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s 's obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC Recipient (in its sole discretion), BTC Data will not be: (A) used by State Street other than is necessary for State Street’s performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC Data. At BTC’s request, State Street will execute and deliver to the BTC Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC Recipients to enforce, their rights hereunder with respect to BTC Data. (iv) No removable media on which BTC Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, Master Services Agreement 28 BTC | State Street CONFIDENTIAL including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL. (v) Each BTC Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s obligations as a result thereof shall be subject to the Change Procedures.

Use Restrictions. (i) Without approval from the applicable BTC BGI Recipient (in its sole discretion), BTC BGI Data will not be: (A) used by State Street other than is necessary for State Street’s 's performance of the Services under the applicable Service Module; (B) disclosed, sold, assigned, leased or otherwise provided to third parties by State Street other than as Confidential Information may be disclosed; or (C) commercially exploited (including, without limitation, via Processing or data mining) by or on behalf of State Street or any State Street Personnel. (ii) State Street will not possess or assert liens or other rights in or to BTC BGI Data. (iii) State Street hereby irrevocably and perpetually assigns, transfers and conveys to the applicable BTC BGI Recipients without further consideration all of its and their right, title and interest, if any, in and to BTC BGI Data. At BTC’s BGI's request, State Street will execute and deliver to the BTC BGI Recipients any financing statements or other documents that may be reasonably necessary or desirable under any Law to preserve, or enable such BTC BGI Recipients to enforce, their rights hereunder with respect to BTC BGI Data. (iv) No removable media on which BTC BGI Data is stored may be used or re-used to store data of any other customer of State Street or to deliver data to a third party, including another State Street customer, unless securely erased in a manner consistent with the Standard of Care. Master Services Agreement 28 BTC | State Street CONFIDENTIAL. (v) Each BTC BGI Recipient will provide State Street with written notice of any applicable security or confidentiality obligations or disclosure, notification or consent requirements applicable to the use or transfer of the BTC BGI Data transmitted to State Street that are in addition to the requirements set forth in this Agreement or any Service Module, provided, however, that any change to State Street’s 's obligations as a result thereof shall be subject to the Change Procedures.