Authorized Disclosure. Except as otherwise provided herein, a Receiving Party may use and disclose Confidential Information of the Disclosing Party: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement; # to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this [Article 14] to treat such Confidential Information as required under this [Article 14]. Either Party may disclose this Agreement and any Work Orders as reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or per the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization.

Authorized Disclosure. Except as otherwise provided herein, aPermitted Disclosure and Use. The Receiving Party may use andshall have the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party:Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # under appropriatea court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality provisions substantially equivalentsimilar to thosethat required in this Agreement,[Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the performanceParty’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of its obligations or exercise of rights granted or reserved in this Agreement; #disclosure, as to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalentany such uses. The Parties shall also be permitted to those of this Agreement;make disclosures consistent with, and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this Article 14 to treat such Confidential Information as required under this Article 14. Either Party may disclose this Agreementpursuant to, [Sections 11.1 and any Work Orders as reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or per the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization. 11.2]2].

Confidentiality Obligations. The Receiving Party may use and disclose Confidential Informationshall treat as confidential all of the Disclosing Party: #Party’s Confidential Information and shall not use such Confidential Information except as expressly permitted under appropriate confidentiality provisions substantially equivalentthis Agreement or other agreements entered into between the Parties. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to thoseprotect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees, contractors, permitted assignees or sublicensees of the Receiving Party with a reasonable “need to know’’ and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein. Nothing in this Agreement,Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, or in connection with the performancerequirements of its obligationsan initial public offering or exercise of rights granted or reserved in this Agreement; #securities filing; provided, however, that prior to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures,any such disclosure, the Receiving Party shall remain responsible for any failure by any person or entity who receives# assert the confidential nature of the Confidential Information fromto the Receivingagency, # immediately notify the Disclosing Party under this [Article 14] to treat such Confidential Information as required under this [Article 14]. Either Party may disclose this Agreement and any Work Orders as reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or per the rulesin writing of the U.S. Securitiesagency’s order or request to disclose, and Exchange Commission # cooperate fully with the Disclosing Party in protecting against any such disclosure and/or any other securities exchange or similar organization.obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

The Parties recognize that, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement; #Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to thosethe other Party (the “Receiving Party”). For purposes of this Agreement; and asAgreement, the term “Confidential Information” means # reasonably required underproprietary information (whether owned by the circumstances, toDisclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # information which is marked as confidential at the time of disclosure to the Receiving Party, or if in connection withoral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a change in ownershipprominent confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or management# technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known to the Receiving Party at the time of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party. In each of these authorized disclosures,Party; # has rightfully been received by the Receiving Party shall remain responsiblefrom a third party without breach of this provision; or # has been independently developed by the Receiving Party without using any Confidential Information of the other Party. The Receiving Party agrees # not to use any such Confidential Information for any failure bypurpose other than in the performance of its obligations under this Agreement or any person or entityTransaction Document and # not to disclose any such Confidential Information, except # to its employees who receivesare reasonably required to have the Confidential Information fromin connection herewith or with any of the Receiving Party under this [Article 14]other Transaction Documents, # to treatits agents, representatives, lawyers and other advisers that have a need to know such Confidential Information as required under this [Article 14]. Eitherand # pursuant to, and to the extent of, a request or order by a Governmental Authority. The Receiving Party may disclose this Agreementagrees to take all reasonable measures to protect the secrecy and any Work Orders as reasonably necessary to comply with thatconfidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s obligations under applicable securities law or regulations or per the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization.Confidential Information.

Authorized Disclosure. Except as otherwise provided herein, aThe Receiving Party may use and disclose Confidential Information of the Disclosing Party: # under appropriate confidentiality provisions substantially equivalent to those inas expressly permitted by this Agreement, in connection withor if and to the performance of its obligations or exercise of rights granted or reserved in this Agreement; # to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this [Article 14] to treatextent such Confidential Information as required under this [Article 14]. Either Party may disclose this Agreement and any Work Orders asdisclosure is reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or perin the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization.following instances: