Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this AgreementProsecuting Patents; (b) prosecuting Regulatory Filings and obtaining Regulatory Approvals; (c) Prosecuting or defending litigation, including responding to a subpoena in a Third-Party third party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) subject to its Sublicensees Section 9.5, complying with Laws (including the rules and regulations of the Securities and Exchange Commission or prospective Sublicenseesany national securities exchange) and with judicial process, Distributorsif in the reasonable opinion of the Receiving Party’s counsel, Third-Party Partnerssuch disclosure is necessary for such compliance; and (e) disclosure, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors solely on a “need-to-knowneed to know basis,” basis to Affiliates, any Third Party that is party to any Third Party agreement set forth in order for Schedule A or Schedule B, potential and future collaborators (including Sublicensees), potential or actual acquirers, merger partners, or assignees permitted under Section 13.4, potential or actual research and Development (or, with respect to Confidential Information deemed to belong to both Parties under the Receiving Party to exercise its rights or fulfill its obligations under terms of this Agreement, development) collaborators, subcontractors, investment bankers, investors, lenders, or other potential financial partners, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 109; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential Information pursuant to this Section 10.2 9.3(e) to treat such Confidential Information as required under this Article 109; or (e) provided further that, with respect to bona fide potential and actual investorsany disclosure pursuant to a Third Party agreement set forth on Schedule A or Schedule B, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under Receiving Party must give the Disclosing Party prior written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding notice that the foregoing, in the event a Receiving Party is required intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, including identifying the Third Party to whom the disclosure will be made. If and whenever any Confidential Information is disclosed in accordance with this Section 9.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably consider possible and subject to Section 9.5 and other than pursuant to Section 9.3(e), the comments Receiving Party shall notify the Disclosing Party of the other Receiving Party’s intent to make such disclosure pursuant to this Section 9.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement9.3.1 filings submitted to a Regulatory Agency to the extent necessary for obtaining marketing approvals in the Field; (b) 9.3.2 prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) 9.3.3 complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersapplicable governmental regulations; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis 9.3.4 as necessary in order for the Receiving each Party to exercise its rights or fulfill its obligations (including subcontracting) under this Agreement; 9.3.5 conducting pre-clinical or clinical trials of the Products; 9.3.6 disclosure on a “need to know” basis to Affiliates, each of whom prior sublicensees, employees, consultants or agents who agree to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations similar terms of confidentiality and non-use at least as stringent as equivalent in scope to those herein.set forth in this Article 9; 9.3.7 to actual or potential investors, investment bankers, lenders, other financing sources or acquirors (fand attorneys and independent accountants thereof) Notwithstanding the foregoingin connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, except that, in each case, that any such Third Party agrees to be bound by terms of confidentiality and non-use (or, in the event a case of the Receiving Party’s attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to the extent that a shorter confidentiality period is customary in the industry); and 9.3.8 such disclosure is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b)by court order, (c)judicial or administrative process, applicable law, or (d), it willan order from the exchange where the Party is listed, except where impracticablethat, give at least thirty (30) days’ advance notice to in such event, the other Receiving Party shall promptly inform the Disclosing Party of such disclosurerequired disclosure and provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or applicable law shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9 and the Receiving Party shall take all steps reasonably consider necessary, including seeking of confidential treatment or a protective order, to ensure the comments of the other Party with respect to limiting such disclosure, and use efforts to secure continued confidential treatment of such Confidential Information at least as diligent as such Information. 9.3.9 A Party would use to protect may disclose this Agreement and its own confidential informationterms, but and material developments or material information generated under this Agreement, in no event less than reasonable efforts. In any event, securities filings with the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), US Securities and Exchange Commission (c), “SEC”) (or (dequivalent foreign agency) will remain the Confidential Information of the Disclosing Party and subject to the restrictions extent required by applicable law after complying with the procedure set forth in this Agreement, including the foregoing provisions of this Article 10Section 9.3.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting Patents as permitted by in this Agreement; (b) prosecuting or defending litigationregulatory submissions and other filings with Governmental Authorities, including responding to a subpoena in a Third-Party litigationfilings with the Securities and Exchange Commission; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated by securities exchanges) defending litigation or court other proceedings or administrative ordersregulatory actions; (d) complying with applicable Laws; (e) disclosure to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultantsemployees, agents, and advisors consultants, and any Third Parties (and potential licensees and) with which a Party is Developing or Commercializing the Product) only on a “need-to-know” know basis and solely as necessary in order for connection with the Receiving Party to exercise its rights or fulfill its obligations under performance of this Agreement, provided that in each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use case the recipient of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure must agree to be bound by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least as stringent equivalent in scope as those herein.set forth in this Article 10 prior to any such disclosure; and (f) disclosure of the material financial terms of this Agreement to any bona fide potential investor, investment banker, acquiror, merger partner, or other potential financial partner; provided that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information and shall cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a the Receiving Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(bSection 10.2(c) or 10.2(d), (c), or (d), it willthe Receiving Party shall, except where impracticablenot permitted by applicable Law, give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such required disclosure and, at the Disclosing Party’s request and expense, cooperate fully with the Disclosing Party’s lawful efforts to contest such required disclosure, reasonably consider to minimize the comments scope of the other Party with respect to limiting such required disclosure, and use efforts and/or to secure obtain a protective order or other confidential treatment of such the Confidential Information at least as diligent as such Party would use required to protect its own confidential information, but in no event less than reasonable effortsbe disclosed. In any event, the Parties agree Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct regulatory trials, including responding or to a subpoena gain regulatory approval, of AquaBounty Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants, advisors, or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by a Party to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Party may disclose the Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting or prosecuting maintaining the Licensed Patents as permitted by in accordance with this Agreement; (b) prosecuting practicing the licenses granted hereunder or defending litigation, including responding preparing and submitting regulatory filings with respect to a subpoena in a Third-Party litigationLicensed Products; (c) prosecuting or defending litigation or complying with Applicable Laws applicable court orders or governmental laws, rules or regulations (including regulations promulgated including, but not limited to, disclosures required by securities exchanges) the FDA or court or administrative orders;the Securities and Exchange Commission; or (d) disclosure to its Sublicensees or prospective Affiliates, Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, agentsagents or other Third Parties who have a need to know such information for purposes of this Agreement or in connection with due diligence or similar investigations, and advisors on a “need-to-know” basis disclosure to potential Third Party investors in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreementconfidential financing documents, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situationscase, the Receiving Party will remain responsible for that any failure by any such Affiliate, Sublicensee, employee, consultant, agent or Third Party who receives Confidential Information pursuant is subject to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as comparable to those herein. (f) set forth in this Section 6. Notwithstanding the foregoing, in the event a Party party is required to make a disclosure of the other Partyparty’s Confidential Information pursuant to Sections 10.2(b), (c), or (dSection 7.3(c), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such Party party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The parties will remain consult with each other on the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law and on any disclosure to Third Parties.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 6, each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing prosecuting or prosecuting Patents as permitted by defending litigation relating to this Agreement; (b) prosecuting complying with applicable law, regulations, valid court orders, or defending litigation, including responding to rules of a subpoena in a Third-Party litigationsecurities exchange; (c) complying with Applicable Laws disclosure to investors, potential investors, sources of finance, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by confidentiality obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than at least equivalent in scope to those set forth in this Article 10; provided6, howeveror in the case of financial institutions with respect to financial information and the terms of this Agreement only, thatequivalent in scope to those terms under which the disclosing Party is disclosing its own confidential information of similar type, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat provided that such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger or providing required information under a financing (as the case may be); (d) disclosure of Licensed Know-How, data related to Licensed Products or the terms of this Agreement, on a need-to-know basis in each case under written support of the development, manufacture or commercialization of Licensed Products, to members of its Board of Directors, Affiliates, licensees, sublicensees, employees, consultants, agents and subcontractors who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein.set forth in this Article 6; (e) in connection with making regulatory filings for Regulatory Approval; and (f) filing, prosecuting or maintaining the AMG 623 Licensed Patents in accordance with Article 5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (dSection 6.2(b), it will, except where impracticablenot reasonably possible, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use commercially reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) preparing, filing or prosecuting Patents as permitted by this AgreementPatents; preparing, filing or prosecuting Regulatory Materials with respect to obtaining and maintaining Regulatory Approval of the Licensed Products; and prosecuting or defending litigation; (b) prosecuting subject to Section 11.7, complying with Applicable Law (including, without limitation, the rules and regulations of any national securities exchange, regulations of the State Administration of Foreign Exchange of the People’s Republic of China, and the State Intellectual Property Office of the People’s Republic of China) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance, provided that the Receiving Party shall promptly notify the other Party of such required disclosure so that the Disclosing Party can seek a protective order or defending litigationother appropriate remedies and, including responding to a subpoena at the Disclosing Party’s request and expense, reasonably assist the Disclosing Party in a Third-Party litigation;seeking such protective order or other reasonable remedies; and (c) complying disclosure (i) in connection with Applicable Laws the performance of this Agreement and solely on a “need to know basis”, to Affiliates, potential or regulations actual collaborators (including regulations promulgated by securities exchangespotential Sublicensees), or employees, contractors, or agents; or (ii) solely on a “need to know basis” to potential or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsactual investment bankers, consultants, agentsadvisors, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights investors, partners, collaborators, lenders, or fulfill its obligations under this Agreement, acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding no less restrictive than the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions obligations set forth in this Agreement, including the foregoing provisions of this Article 10‎11.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 12.3.1 filing or prosecuting Patents as permitted by this Agreementpatents; (b) 12.3.2 submitting Regulatory Filings and obtaining Regulatory Approvals; 12.3.3 prosecuting or defending litigation, including without limitation responding to a subpoena in a Third-Third Party litigation; (c) 12.3.4 subject to Section 12.5, complying with Applicable Laws or regulations (including without limitation the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) or court or administrative orders;and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (d) to its Sublicensees or prospective Sublicensees12.3.5 disclosure, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors solely on a “need-to-know” basis in order for need to know basis”, to Affiliates, potential and future collaborators (including Sublicensees), potential or actual acquirers, merger partners, or assignees permitted under Section 16.5, potential or actual Research and Development collaborators, subcontractors, investment bankers, investors, lenders, or other potential financial partners, and their and each of the Receiving Party to exercise its rights or fulfill its obligations under this AgreementParties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 1012; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 12.3.5 to treat such Confidential Information as required under this Article 10; or 12. If and whenever any Confidential Information is disclosed in accordance with this Section 12.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (e) otherwise than by breach of this Agreement). Where reasonably possible and subject to bona fide potential and actual investors, acquirors, merger partners, licensees, Section 12.5 and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information than pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any eventSection 12.3.5, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of Receiving Party shall notify the Disclosing Party and subject of the Receiving Party’s intent to make such disclosure pursuant to this Section 12.3 sufficiently prior to making such disclosure so as to allow the restrictions set forth in this Agreement, including Disclosing Party adequate time to take whatever action it may deem appropriate to protect the foregoing provisions confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Notwithstanding Section 11.1, each Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancesto: (a) filing following discussion between the Parties of such disclosure through the IP Committee, file or prosecuting Patents prosecute patent applications as permitted contemplated by this Agreement or the Collaboration Agreement; (b) prosecuting subject to the remainder of this Section 11.2, prosecute or defending litigation, including responding to a subpoena in a Third-Party defend litigation; (c) complying exercise its rights and perform its obligations hereunder; provided that such disclosure is covered by terms of confidentiality similar to those set forth herein (except with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersrespect to the duration of such terms which will be commercially reasonable under the circumstances); (d) subject to the remainder of this Section 11.2, its Sublicensees advisors (including financial advisors, attorneys and accountants), actual or prospective Sublicenseespotential acquisition partners, Distributorsfinancing sources, Third-Party Partnersinvestors, subcontractors underwriters or prospective subcontractors, payors, consultants, agents, and advisors sub(licensees) on a “need-to-know” basis in order for the Receiving Party need to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to know basis; provided that such disclosure must be bound is covered by obligations terms of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than similar to those set forth in this Article 10; provided, however, that, in each herein (except with respect to the duration of such terms which will be commercially reasonable under the above situations, circumstances) which may include professional ethical obligations; (e) subject to the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to remainder of this Section 10.2 to treat such Confidential Information as required under this Article 1011.2, comply with Applicable Law; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding include such Confidential Information in Regulatory Filings. In addition to the foregoing, in the event a each Party is required to make a disclosure of may disclose the other Party’s Confidential Information pursuant to Sections 10.2(b), Third Parties (c), other than an actual or (d), potential competitor of such Party) in connection with its obligations under this Agreement or the Collaboration Agreement; provided that such disclosure is covered by terms of confidentiality similar to those set forth herein. If a Party deems it will, except where impracticable, give at least thirty (30) days’ advance notice reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Sections 11.2(b) or 11.2(e), the disclosing Party will, to the extent possible, give reasonable advance notice of such disclosure, reasonably consider the comments of disclosure to the other Party with respect and take reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct regulatory trials, including responding or to gain regulatory approval, of Ampliphi Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; Portions herein identified by [*****] have been omitted pursuant to a subpoena in a Third-Party litigation;request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to gain regulatory approval, of Fibrocell Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; Portions herein identified by [*****] have been omitted pursuant to a subpoena in a Third-Party litigation;request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. (a) The Receiving receiving Party may disclose Confidential Information belonging to another Party to the Disclosing Party extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (ai) filing or prosecuting Patents as permitted by this Agreementregulatory filings; (bii) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (ciii) complying with Applicable Laws or applicable governmental laws and regulations (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) or court or administrative orders;and with judicial process, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; and (div) to its Sublicensees or prospective Sublicenseesdisclosure, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, in connection with the performance of this Sublicense Agreement and advisors solely on a “need-to-know” basis in order for the Receiving Party know basis”, to exercise its rights Affiliates, potential collaborators (including potential co-marketing and co-promotion contractors), research collaborators, employees, consultants or fulfill its obligations under this Agreementagents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than at least equivalent in scope to those set forth in this Article 10Section 9; provided, however, that, in each of provided however that the above situations, the Receiving receiving Party will remain responsible for any failure by any Third Party such Person who receives Confidential Information pursuant to this Section 10.2 9 to treat such Confidential Information as required under this Article Section 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (fb) Notwithstanding If and whenever any Confidential Information is disclosed in accordance with this Section 10.2, such disclosure will not cause any such information to cease to be Confidential Information except to the foregoingextent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Sublicense Agreement). Where reasonably possible, in the event a receiving Party is required will notify the disclosing Party’s intent to make a such disclosure pursuant to this Section 10.2 sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the other Party’s Confidential Information pursuant to Sections 10.2(b), information. (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party The Parties agree that a copy of such disclosure, reasonably consider the comments this Sublicense Agreement may be publicly disclosed on MPP’s website. Such disclosure will not constitute a breach of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in obligations under this Agreement, including the foregoing provisions of this Article Section 10.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents 6.3.1. Prosecuting Patent Rights as permitted by set forth in this Agreement; (b) prosecuting 6.3.2. RayzeBio’s regulatory filings with respect to Selected Conjugates or Licensed Products, including any approvals or applications therefor; 6.3.3. Prosecuting or defending litigationlitigation in relation to this Agreement, provided that it has used good-faith and reasonable efforts to obtain a protective order for such Confidential Information; 6.3.4. Subject to Section 6.4, complying with Applicable Law (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, including responding to a subpoena in litigation brought by a Third-Third Party, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that except where impracticable, the receiving Party litigationwill give the disclosing Party reasonable advance notice of such disclosure requirement (which will include a copy of any applicable subpoena or order) and will afford the disclosing Party a reasonable opportunity to oppose, limit, or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party will disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees6.3.5. Disclosure, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors solely on a “need-to-know” basis know basis”, (a) in order for the Receiving case of RayzeBio as receiving Party, to existing or potential collaborators (including existing or potential co-marketing, co-promotion and other contractors), Sublicensees and research collaborators, (b) by either Party to exercise its rights such Party’s existing or fulfill its obligations under this Agreementpotential investors or lenders, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive stringent than those the obligations set forth in this Article 106 (except that the term of such obligations may be shorter), or (c) by either Party to such Party’s Affiliates and its and their respective employees, consultants, or agents, each of whom prior to disclosure must enter into such agreements necessary for such representative or consultant to be a member of such Party’s Inventor Group for purposes of this Agreement and be bound by written obligations of confidentiality and non-use no less stringent than the obligations set forth in this Article 6; provided, however, that, in each of that the above situations, the Receiving receiving Party will remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 Article 6 to treat such Confidential Information as required under this Article 106; orand (e) 6.3.6. Disclosure made by such Party to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual existing or potential investmentacquirers or merger candidates or investment banks, acquisitionconsultants, or collaborationother professional advisors in connection with a potential acquisition or merger, in each case under written provided that such Party has secured an agreement from any such Third Party to be bound by obligations of confidentiality and non-restrictions on use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunderthat are no less restrictive than the obligations in this Agreement (except that the term of such obligations may be shorter). Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the If and whenever any Confidential Information is disclosed in accordance with this Section 6.3, then such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of the Disclosing Party such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 6.4, the restrictions set forth in this Agreement, including receiving Party will notify the foregoing provisions disclosing Party of this Article 10the receiving Party’s intent to make such disclosure pursuant to Section 6.3 sufficiently prior to making such disclosure so as to allow the disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to the Disclosing Party only other party to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting regulatory filings for Products such party has a license or defending litigation, including responding right to a subpoena in a Third-Party litigationdevelop hereunder; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement; (d) to its Sublicensees complying with applicable court orders or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orgovernmental regulations; (e) in the case of Myriad, conducting development and/or commercialization activities in accordance with a license granted under Section 5.1(a)(ii); and (f) disclosure to bona fide potential and actual investorsAffiliates, acquirorsSublicensees, merger partnersemployees, licenseesconsultants, agents or other Third Parties in connection with due diligence or similar investigations by such Third Parties, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or disclosure to potential investmentThird Party investors in confidential financing documents, acquisition, or collaborationprovided, in each case under written obligations case, that any such Affiliate, Sublicensee, employee, consultant, agent or Third Party agrees to be bound by similar terms of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) set forth in this Article 10. Notwithstanding the foregoing, in the event a Party party is required to make a disclosure of the other Partyparty’s Confidential Information pursuant to Sections 10.2(b), (c), Section 10.3(c) or (d), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such Party party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The parties will remain consult with each other on the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent extent) such disclosure is for a permitted purpose and is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this AgreementPatents; (b) prosecuting as part of or defending litigation, including responding in support of Regulatory Filings (provided that such Party has the right to a subpoena in a Third-Party litigationuse the Confidential Information for such purpose under Section 2.1; (c) complying with Applicable Laws in prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) in order to its Sublicensees comply with applicable non-patent Laws (including the rules and regulations of the Securities and Exchange Commission (the ”SEC”) or prospective Sublicenseesany other national securities exchange) and with judicial process, Distributorsif in the reasonable opinion of the Receiving Party’s counsel, Third-Party Partnerssuch disclosure is necessary for such compliance; and (e) disclosure, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors solely on a “need-to-know” basis in order for need to know basis”, to Affiliates, potential and existing collaborators (including Sublicensees), permitted acquirers or assignees under Section 21, subcontractors, investment bankers, investors and lenders, and their and each of the Receiving Party to exercise its rights or fulfill its obligations under this AgreementParties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 10Section 12 (other than potential and existing investors and lenders of Daewoong, with respect to which Daewoong shall use commercially reasonable efforts to be so bound); provided, however, that, in each of the above situations, that the Receiving Party will shall remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 12.2(e) to treat such Confidential Information as required under this Article 10; or Section 12. If and whenever any Confidential Information is disclosed in accordance with this Section 12.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, otherwise than by breach of this Agreement). Where reasonably possible and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party than with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any eventSection 12.2(e), the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of Receiving Party shall notify the Disclosing Party and subject of the Receiving Party’s intent to make such disclosure pursuant to this Section 12.2 sufficiently prior to making such disclosure so as to allow the restrictions set forth Disclosing Party adequate time to take whatever action it may deem appropriate in this Agreement, including keeping with the foregoing provisions terms of this Article 10Agreement to protect the confidentiality of the subject Confidential Information.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party only as follows: 8.2.1 under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights expressly granted or reserved under this Agreement; provided, however, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Person receiving such Confidential Information; 8.2.2 to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) patent and copyright applications, prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or applicable governmental regulations (including the rules and regulations promulgated of any stock exchange or NASDAQ), preparing and submitting filings to Regulatory Authorities or as otherwise required by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10Applicable Law; provided, however, thatthat if a Receiving Party is required by Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information (other than a disclosure to a Regulatory Authority in a filing required by Applicable Law) it will give reasonable advance notice to the Disclosing Party of such disclosure requirement and shall furnish only that portion of the Disclosing Party’s Confidential Information that the Receiving Party is legally required to furnish; 8.2.3 in communications with existing or bona fide prospective acquirers, merger partners, lenders, investors, licensees, sublicensees or collaborators, and consultants and advisors of the Receiving Party in connection with transactions or bona fide prospective transactions with any of the foregoing, in each case on a need to know basis and under appropriate confidentiality provisions substantially equivalent to those of the above situationsthis Agreement; provided, however, that the Receiving Party will shall remain responsible for any failure violation of such confidentiality provisions by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat Person receiving such Confidential Information as required under this Article 10Information; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice 8.2.4 to the other Party of such disclosure, reasonably consider extent mutually agreed to in writing by the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Parties.

Authorized Disclosure. The Receiving A Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances, provided that prior written notice of any such disclosure shall be provided to the other Party: (a) filing Filing or prosecuting Patents as permitted by relating to Sole Inventions or Joint Inventions, in each case pursuant to activities under this Agreement; (b) prosecuting or defending litigation, including responding Regulatory filings for Products pursuant to a subpoena in a Third-Party litigationactivities under this Agreement; (c) complying Prosecuting or defending litigation with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersrespect to this Agreement; (d) Complying with applicable governmental laws and regulations; and (e) Disclosure, in connection with the performance of this Agreement, to its Sublicensees or prospective SublicenseesAffiliates, Distributorspotential collaborators, Thirdpartners, and actual and potential licensees (including potential co-Party Partnersmarketing and co-promotion contractors, subcontractors or prospective subcontractorsresearch contractors and manufacturing contractors), payorsresearch collaborators, potential investment bankers, investors, lenders, and investors, employees, consultants, or agents, and advisors on a “need-to-know” basis in order for each case to the Receiving Party to exercise its rights or fulfill its obligations under extent permitted by this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10. The Parties acknowledge that the terms of this Agreement shall be treated as stringent as those herein. (f) Notwithstanding the foregoing, in the event Confidential Information of both Parties. Such terms may be disclosed by a Party is required to make individuals or entities covered by Section 10.3(e) above, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10. In addition, a disclosure copy of this Agreement may be filed by either Party with the other Securities and Exchange Commission in connection with any public offering of such Party’s Confidential Information pursuant securities or as otherwise necessary under applicable law or regulations. In connection with any such filing, such Party shall endeavor to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure obtain confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential economic, competitively sensitive, and trade secret information, but in no event less than reasonable efforts. In any event, the Parties agree each Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing other Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10except as permitted hereunder.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 11.3.1 filing or prosecuting Patents patents as permitted by set forth in this Agreement; 11.3.2 Company’s research, Development or Commercialization (bincluding any import, manufacture, use, offer for sale, or sale) activities, including Company’s regulatory filings, with respect to Licensed Compounds and/or Licensed Product, including any Approvals or applications therefor; 11.3.3 prosecuting or defending litigationlitigation in relation to the BMS Patent Rights, BMS Know How or this Agreement, including responding to a subpoena in a Third-Third Party litigation, provided it has used good faith and reasonable efforts to obtain a protective order for such Confidential Information; Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 11.3.4 subject to Section 11.4, complying with applicable Laws (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; (c) complying 11.3.5 disclosure, in connection with Applicable Laws the performance of this Agreement and solely on a “need to know basis”, to Affiliates, existing or regulations potential collaborators (including regulations promulgated by securities exchanges) existing or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseespotential co-marketing and co-promotion contractors), Distributorsresearch collaborators, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 1011; provided, however, that, in each of that the above situations, the Receiving receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 Article 11 to treat such Confidential Information as required under this Article 1011; orand (e) 11.3.6 made by such Party to bona fide existing or potential acquirers or merger candidates; investment bankers; public and actual private sources of funding; existing or potential investors, acquirors, merger partners, licensees, and venture capital firms or other financial institutions or commercial partners solely investors for the purpose purposes of evaluating or carrying out obtaining financing, provided that such Party has used good faith and reasonable efforts to secure an actual or potential investment, acquisition, or collaboration, in each case under written agreement from any such Third Party to be bound by obligations of confidentiality and non-restrictions on use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunderthat are no less restrictive than the obligations in this Agreement. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the If and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of the Disclosing Party such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the restrictions set forth in receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to this Agreement, including Section 11.3 sufficiently prior to making such disclosure so as to allow the foregoing provisions disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of ZIOPHARM Products or any products being developed by Intrexon or its other licensees and/or channel partners, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing regulatory submissions and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission or prosecuting Patents as permitted by this Agreementother relevant exchange on which such Party is listed; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) filing, prosecuting, maintaining or enforcing Patents to the extent expressly provided in this Agreement; (d) complying with Applicable Laws or regulations (applicable Laws, including regulations promulgated by securities exchanges) agencies, court order, and administrative subpoena or court or administrative ordersorder; (de) disclosure to its Sublicensees or prospective Sublicenseesemployees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsagents, consultants, agentsother persons, and advisors any bona fide Third Party sublicensees and Distributors only on a “need-to-know” know basis and solely as necessary in order for connection with the Receiving Party to exercise its rights performance of or fulfill its obligations under as otherwise contemplated by this Agreement, provided that in each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use case the recipient of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure must agree to be bound by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least as stringent equivalent in scope as those herein.set forth in this Article 12 prior to any such disclosure and with respect to any Confidential Information received from a Third Party, subject to any specific provisions in an agreement with such Third Party governing disclosure of such information, provided that the receiving Party has first been notified of such provisions and agreed to be bound by them; and (f) disclosure of the material financial terms of this Agreement to any actual or bona fide potential investor, investment banker, acquiror, merger partner, licensee, sublicensee or other potential financial or collaborative partner; provided, that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and obtain from each recipient of such Confidential Information an agreement similar in scope to the restrictions set forth herein regarding Confidential Information and to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), clause (a) through (c), or (d)) of this Section 12.2, it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use best efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree each Party agrees to take all reasonable action to avoid disclosure of the other Party’s Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing Party only hereunder to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) patent applications, prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws applicable governmental regulations or regulations (including regulations promulgated by securities exchanges) conducting preclinical or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseesclinical trials, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event if a Party is required by law or regulation to make a any such disclosure of the other Party’s 's Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticableimpracticable for necessary disclosures (for example in the event of medical emergency), give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosuredisclosure requirement and, reasonably consider except to the comments extent inappropriate in the case of the other Party with respect to limiting such disclosurepatent applications, and will use efforts its [*] to secure confidential treatment of such Confidential Information at least as diligent as such Party would use required to protect its own confidential information, but in no event less than reasonable effortsbe disclosed. In any eventaddition, the Parties agree each Party shall be entitled to take all reasonable action to avoid disclosure disclose, under a binder of confidentiality containing provisions as protective as those of this Article 9, Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain any Third Party for the Confidential Information purpose of the Disclosing Party and subject to the restrictions set forth in carrying out activities authorized under this Agreement, including disclosures to authorized sublicensees, and subject to Sections 2.5 and 2.6 disclosures by BioSearch for purposes of the foregoing provisions development and commercialization of products other than Licensed Products anywhere in the world outside of the Field, and of Licensed Products either outside of the Field and within the Territory, or within the Field and outside of the Territory. Nothing in this Article 109 shall restrict any Party from using for any purpose any Information developed by it during the course of the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Authorized Disclosure. The Receiving A recipient Party may may: (a) disclose Confidential Information belonging disclosed to the Disclosing Party only it hereunder to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by patent applications in accordance with this Agreement, or prosecuting or defending litigation in accordance with this Agreement; (b) prosecuting disclose the Confidential Information disclosed to it hereunder: (i) to the extent such disclosure is reasonably necessary to comply with the order of a court; or defending litigation(ii) to the extent such disclosure is required to comply with an applicable Law, including responding to the extent such disclosure is required in publicly filed financial statements or other public statements under rules governing a subpoena stock exchange (e.g., the rules of the United States Securities and Exchange Commission, NASDAQ, NYSE, UKLA or any other stock exchange on which securities issued by either Party may be listed); provided, to the extent possible bearing in mind such Law and subject to the next subsequent sentence of this Section 6.2(b), such Party shall provide the other Party with a Third-copy of the proposed text of such statements or disclosure five (5) business days in advance of the date on which the disclosure is to be made to enable the other Party litigationto review and provide comments, unless a shorter review time is agreed. If the compliance with an applicable Law requires filing of this Agreement, the filing Party shall to the extent possible seek confidential treatment of portions of this Agreement from the relevant competent authority and shall provide the other Party with a copy of the proposed filings at least ten (10) business days prior to filing for the other Party to review any such proposed filing. If bearing in mind such Law those consultation periods are not workable the relevant Party shall use reasonable efforts to have some form of consultation with the other Party, as an absolute minimum informing the other Party of the text of any statements or disclosure as long in advance as is practicable before they are made. Each Party agrees that it will obtain its own legal advice with regard to its compliance with such Laws and will not rely on any statements made by the other Party relating to such Laws; (c) complying disclose Confidential Information disclosed to it hereunder to a regulatory authority as reasonably necessary to obtain Full Regulatory Approval in a particular jurisdiction to the extent consistent with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersthe licenses granted under terms of this Agreement; (d) disclose Confidential Information disclosed to it hereunder: (i) to its Sublicensees actual or potential distributors, licensees or sub-licensees; (ii) to its actual or potential investment bankers; (iii) to existing and potential investors in connection with an offering or placement of securities for purposes of obtaining financing for its business and to actual and prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order lenders for the Receiving Party purpose of obtaining financing for its business; and (iv) to exercise its rights a bona fide potential acquirer or fulfill its obligations under this Agreementmerger partner for the purposes of evaluating entering into a merger or acquisition, each of whom prior to disclosure provided, however, any such persons must be bound by obligations of confidentiality obligated to substantially the same extent as set forth in Section6.1 to hold in confidence and restrictions on not make use of such Confidential Information that are no less restrictive for any purpose other than those set forth in permitted by this Article 10; provided, however, that, in each of the above situations, the Receiving Agreement. Each Party will shall remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for breaches of the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding provisions of this Agreement by any such persons. Each Party will promptly notify the foregoing, in the event a Party is required to make a other upon discovery of any unauthorized use or disclosure of the other Party’s Confidential Information; and (e) disclose Confidential Information pursuant disclosed to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice hereunder to its legal and other advisers for the other Party purpose of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10seeking advice.

Authorized Disclosure. The Receiving Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information belonging of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the Disclosing performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party only (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement; (b) , prosecuting or defending litigationlitigation related to this Agreement, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or applicable governmental regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) with respect to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations performance under this Agreement, each of whom prior to disclosure must be bound obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10applicable law; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make a any such disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticableimpracticable for necessary disclosures (for example, in the event of medical emergency), give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosuredisclosure requirement and, reasonably consider the comments in each of the other Party with respect to limiting such disclosureforegoing, and will use its reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use required to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of be disclosed and will only disclosed that Confidential Information hereunder. Any information disclosed pursuant that is required to Sections 10.2(b), be disclosed; (c)) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) will remain to the Confidential Information extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the Disclosing Party and subject terms of this Agreement in a filing with or other submission to the restrictions SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this AgreementSection 5.5(b), including [*****] such comments, limit disclosure or obtain confidential treatment to the foregoing provisions of this Article 10extent reasonably requested by the other Party.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure, with equally stringent confidentiality provisions as permitted are in this Agreement, and requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) to Regulatory Agencies in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of Licensed Products or any products being developed by Intrexon or its other licensees and/or channel partners and/or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information, (ii) does not unreasonably reject any such suggestions, and (iii) make such disclosure under equally stringent confidentiality provisions as are in this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that such disclosure is made under equally stringent confidentiality provisions as are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential Agreement and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners and/or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 10.3.1 filing or prosecuting Patents as permitted by this Agreementpatents; (b) 10.3.2 Regulatory Filings and obtaining Regulatory Approvals; 10.3.3 prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (c) 10.3.4 subject to Section 10.5, complying with Applicable Laws or regulations (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) or and with applicable court or administrative orders; (d) to its Sublicensees 10.3.5 potential or prospective Sublicenseesactual acquirers, Distributorsmerger partners or assignees, Third-Party Partnersinvestment bankers, subcontractors lenders or prospective subcontractorsother potential financial partners and their and each of their respective Affiliates’ directors, payorsemployees, consultants, contractors and agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth the obligations in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 10.3.5 to treat such Confidential Information as required under this Article 10; orand 10.3.6 on a “need to know basis” in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, to Affiliates, potential or actual collaborators (e) to bona fide including sublicensees or potential sublicensees), potential or actual research and development collaborators, potential or actual investors, acquirors, merger partners, licenseessubcontractors, and other financial or commercial partners solely for their and each of the purpose Parties’ and their respective Affiliates’ directors, employees, consultants, contractors and agents, each of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written whom prior to disclosure must be bound by obligations of confidentiality and non-restrictions on use at least of such Confidential Information that are no less restrictive than the obligations in this Article 10; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 10.3.6 to treat such Confidential Information as stringent as those herein. required under this Article 10. If and whenever any Confidential Information is disclosed in accordance with this Section 10.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (f) other than by breach of this Agreement). Notwithstanding the foregoing, in the event a Receiving Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b)10.3.3 or 10.3.4, (c), or (d), it willthe Receiving Party shall, except where impracticablenot reasonably possible and subject to Section 10.5, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of notify the Disclosing Party and subject of the Receiving Party’s intent to make such disclosure pursuant to this Section 10.3 sufficiently prior to making such disclosure so as to allow the restrictions set forth in this Agreement, including Disclosing Party adequate time to take whatever action it may deem appropriate to protect the foregoing provisions confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Notwithstanding Section 10.1, each Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancesto: (a) filing following discussion between the Parties of such disclosure through the IP Committee, file or prosecuting Patents prosecute patent applications as permitted contemplated by this Agreement; (b) prosecuting subject to the remainder of this Section 10.2, prosecute or defending litigation, including responding to a subpoena in a Third-Party defend litigation; (c) complying exercise its rights and perform its obligations hereunder; provided that such disclosure is covered by terms of confidentiality similar to those set forth herein (except with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersrespect to the duration of such terms which will be commercially reasonable under the circumstances); (d) subject to the remainder of this Section 10.2, its Sublicensees advisors (including financial advisors, attorneys and accountants), actual or prospective Sublicenseespotential acquisition partners, Distributorsfinancing sources, Third-Party Partnersinvestors, subcontractors underwriters or prospective subcontractors, payors, consultants, agents, and advisors sub(licensees) on a “need-to-know” basis in order for the Receiving Party need to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to know basis; provided that such disclosure must be bound is covered by obligations terms of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than similar to those set forth in this Article 10; provided, however, that, in each herein (except with respect to the duration of such terms which will be commercially reasonable under the above situations, circumstances) which may include professional ethical obligations; (e) subject to the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to remainder of this Section 10.2 to treat such Confidential Information as required under this Article 1010.2, comply with Applicable Law; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding include such Confidential Information in Regulatory Filings. In addition to the foregoing, in the event a each Party is required to make a disclosure of may disclose the other Party’s Confidential Information to Third Parties (other than an actual or potential competitor of such Party) in connection with its obligations under this Agreement; provided that such disclosure is covered by terms of confidentiality similar to those set forth herein. If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to Sections 10.2(b) or 10.2(e), (c), or (d), it the disclosing Party will, except where impracticableto the extent possible, give at least thirty (30) days’ reasonable advance notice of such disclosure to the other Party of such disclosure, reasonably consider the comments of the other Party with respect and take reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 11.3.1 filing or prosecuting Patents patents as permitted by set forth in this Agreement; 11.3.2 Eiger’s research, Development or Commercialization (bincluding any import, manufacture, use, offer for sale, or sale) activities, including Eiger’s regulatory filings, with respect to Licensed Compounds and/or Licensed Product, including any Approvals or applications therefor; 11.3.3 prosecuting or defending litigationlitigation in relation to the BMS Patent Rights, BMS Know How or this Agreement, including responding to a subpoena in a Third-Third Party litigation;, provided it has used good faith and reasonable efforts to obtain a protective order for such Confidential Information; (c) 11.3.4 subject to Section 11.4, complying with Applicable applicable Laws or regulations (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) and with judicial process, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or court order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or administrative orderssecure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; 11.3.5 disclosure, in connection with the performance of this Agreement and solely on a “need to know basis”, to Affiliates, existing or potential collaborators (d) to its Sublicensees including existing or prospective Sublicenseespotential co-marketing and co-promotion contractors), Distributorsresearch collaborators, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 1011; provided, however, thatthat the receiving Party shall [*] = Certain confidential information contained in this document, in each marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the above situationsSecurities Act of 1933, the Receiving Party will as amended. remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 Article 11 to treat such Confidential Information as required under this Article 1011; orand (e) 11.3.6 made by such Party to bona fide existing or potential acquirers or merger candidates; investment bankers; public and actual private sources of funding; existing or potential investors, acquirors, merger partners, licensees, and venture capital firms or other financial institutions or commercial partners solely investors for the purpose purposes of evaluating or carrying out an actual or potential investment, acquisition, merger, or collaborationfinancing transaction, in each case under written provided that such Party has used good faith and reasonable efforts to secure an agreement from any such Third Party to be bound by obligations of confidentiality and non-restrictions on use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunderthat are no less restrictive than the obligations in this Agreement. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the If and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of the Disclosing Party such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the restrictions set forth in receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to this Agreement, including Section 11.3 sufficiently prior to making such disclosure so as to allow the foregoing provisions disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Party may disclose the Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting or prosecuting maintaining the Licensed Patents as permitted by in accordance with this Agreement; (b) prosecuting practicing the licenses granted hereunder or defending litigation, including responding preparing and submitting regulatory filings with respect to a subpoena in a Third-Party litigationLicensed Products; (c) prosecuting or defending litigation or complying with Applicable Laws applicable court orders or governmental laws, rules or regulations (including regulations promulgated including, but not limited to, disclosures required by securities exchanges) the FDA or court or administrative orders;the Securities and Exchange Commission; or (d) disclosure to its Sublicensees or prospective Affiliates, Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, agentsagents or other Third Parties who have a need to know such information for purposes of this Agreement or in connection with due diligence or similar investigations, and advisors on a “need-to-know” basis disclosure to potential Third Party investors in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreementconfidential financing documents, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situationscase, the Receiving Party will remain responsible for that any failure by any such Affiliate, Sublicensee, employee, consultant, agent or Third Party who receives Confidential Information pursuant is subject to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as comparable to those herein. (f) set forth in this Section article 5. Notwithstanding the foregoing, in the event a Party party is required to make a disclosure of the other Party’s party's Confidential Information pursuant to Sections 10.2(b), (c), or (dSection 5.3(c), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such Party party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The parties will remain consult with each other on the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law and on any disclosure to Third Parties.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances, or to the extent permissible under the other applicable provisions of this Agreement: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting Patents defending Patent Rights as permitted by this Agreement; (b) as reasonably required in generating Regulatory Documentation and obtaining Regulatory Approvals as permitted by this Agreement; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) subject to Section 7.4, complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) Law or court or administrative orders; (de) complying with any obligation under this Agreement; (f) in communications with existing investors or bona fide prospective investors, consultants and advisors of the Receiving Party in connection with equity financing transactions or bona fide prospective equity financing transactions with the foregoing, in each case on a “need-to-know” basis and under a written agreement containing confidentiality provisions that are consistent with those set forth in this Agreement; provided, however, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Third Party who receives Confidential Information pursuant to this Section 7.3(f); (g) to its Sublicensees Affiliates, (sub)licensees or prospective Sublicensees, Distributors, Third-Party Partners(sub)licensees, subcontractors or prospective subcontractors, payors, consultants, agents, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of under a written agreement containing confidentiality and restrictions on use of such Confidential Information provisions that are no less restrictive than consistent with those set forth in this Article 10Agreement; provided, however, that, in each of the above situations, that the Receiving Party will shall remain responsible for any failure violation of such confidentiality provisions by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 107.3(g); or (eh) by either Party to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial one or commercial partners solely for the purpose of evaluating or carrying out more Third Parties regarding an actual or potential investmentChange of Control of such Party, acquisitioneach of whom prior to disclosure must be bound under a written agreement containing confidentiality provisions that are consistent with those set forth in this Agreement; provided, or collaborationhowever, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 7.3(h). If and whenever any Confidential Information is disclosed in each case under written obligations accordance with this Section 7.3, such disclosure shall not cause any such information to cease to be Confidential Information for purposes of confidentiality and non-use at least as stringent as those herein. this Agreement, except to the extent that such disclosure results in a public disclosure of such information (f) other than by breach of this Agreement). Notwithstanding the foregoing, : (x) in the event a Party is required intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 7.3(c) or (dSection 7.3(d), it will, except where impracticableimpracticable or not legally permitted, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use not less than the same efforts to secure confidential treatment of such Confidential Information at least information as diligent as such Party it would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10from disclosure.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is necessary or reasonably necessary useful in the following instancessituations: (a) filing or prosecuting Patents as permitted by this Agreementin accordance with Article 9; (b) prosecuting subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), in the exercise of rights granted herein, or defending litigationas otherwise required in connection with any filing, including responding application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to a subpoena in a Third-Party litigationassure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 12.3, complying with Applicable Laws or regulations (Law, including regulations promulgated by securities exchanges) or court or administrative orders; (de) disclosure to its Sublicensees or prospective SublicenseesAffiliates, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultantsemployees, agents, independent contractors, licensors and advisors licensees (including sublicensees) on a “reasonable need-to-know” basis know basis, solely in order for connection with the Receiving Party to exercise its of rights or fulfill its performance of obligations under this Agreement; provided that the Party making such disclosure shall use reasonable efforts to maintain the confidentiality thereof, but in any event such Party shall use no less efforts than such Party uses to maintain confidentiality of its own information of a similar nature to such Confidential Information; (f) disclosure of this Agreement (including its material terms) to a bona fide potential or actual investor, stockholder, investment banker, acquirer, or merger partner, and others on a reasonable need-to-know basis; provided that each disclosee must be bound by appropriate obligations of whom prior confidentiality; provided a copy of this Agreement would not be disclosed to a GSK Competitor until a bona fide offer (e.g., in each instance with respect to such GSK Competitor, a co-signed term sheet or a mutually agreed letter of intent or non-binding offer letter, which in each case does not need to be legally binding) is provided. (g) disclosure of the stage of Development of Products under this Agreement and blinded data generated under this Agreement to a bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other bona fide potential or actual business partner (but without limiting or modifying Lyell’s obligations with respect to a Target Rejection Prohibition or under Article 11); provided that each disclosee must be bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are at least as equivalent in scope as and no less restrictive than those set forth in this Article 10; provided, however, that, in each 12 prior to any such disclosure and where “blinded” means that technical details of the above situationsProduct and Compound, and the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information identity of the Collaboration Target, are not disclosed and such disclosure is made in a manner that does not reasonably allow the recipient to identify the Product, Compound or Collaboration Target or GSK’s identity; (h) disclosure pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) 12.5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b12.2(a), (c), 12.2(c) or (d12.2(d), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as information. Nothing in Sections 12.1 or 12.2 shall limit either Party in any way from disclosing to any Third Party such Party’s U.S. or foreign income tax treatment and the U.S. or foreign income tax structure of the transactions relating to such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), that are based on or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in derived from this Agreement, as well as all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure, except to the foregoing provisions extent that nondisclosure of this Article 10such matters is necessary in order to comply with applicable securities laws.

Authorized Disclosure. The Subject to the limitations in Section 2.2.9(e), the Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 10.3.1 filing or prosecuting Patents as permitted by this Agreementpatents; (b) 10.3.2 regulatory filings and obtaining regulatory approvals for Products; 10.3.3 prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (c) 10.3.4 subject to Section 10.5, complying with Applicable Laws or regulations (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) or and with applicable court or administrative orders; (d) to its Sublicensees 10.3.5 potential or prospective Sublicenseesactual acquirers, Distributorsmerger partners or assignees, Third-Party Partnersinvestment bankers, subcontractors lenders or prospective subcontractorsother potential financial partners and their and each of their respective Affiliates’ directors, payorsemployees, consultants, contractors and agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth the obligations in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 10.3.5 to treat such Confidential Information as required under this Article 10; orand 10.3.6 on a “need to know basis” in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, to Affiliates, potential or actual collaborators (e) to bona fide including sublicensees or potential sublicensees), potential or actual research and development collaborators, potential or actual investors, acquirors, merger partners, licenseessubcontractors, and other financial or commercial partners solely for their and each of the purpose Parties’ and their respective Affiliates’ directors, employees, consultants, contractors and agents, each of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written whom prior to disclosure must be bound by obligations of confidentiality and non-restrictions on use at least of such Confidential Information that are no less restrictive than the obligations in this Article 10; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 10.3.6 to treat such Confidential Information as stringent as those herein. required under this Article 10. If and whenever any Confidential Information is disclosed in accordance with this Section 10.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (f) other than by breach of this Agreement). Notwithstanding the foregoing, in the event a Receiving Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b)10.3.3 or 10.3.4, (c), or (d), it willthe Receiving Party shall, except where impracticablenot reasonably possible and subject to Section 10.5, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of notify the Disclosing Party and subject of the Receiving Party’s intent to make such disclosure pursuant to this Section 10.3 sufficiently prior to making such disclosure so as to allow the restrictions set forth in this Agreement, including Disclosing Party adequate time to take whatever action it may deem appropriate to protect the foregoing provisions confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct regulatory trials, including responding or to a subpoena gain regulatory approval, of AquaBounty Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, in each case under written as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants, advisors, or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by a Party to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 7.2, a Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only to the extent extent: (a) such disclosure is reasonably necessary in for the following instances: (a) filing prosecuting or prosecuting Patents defending litigation as permitted contemplated by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; such disclosure is reasonably necessary: (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (di) to its Sublicensees such Party’s directors, attorneys, independent accountants, financial advisors or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order other service providers for the Receiving Party sole purpose of enabling such parties to exercise its rights or fulfill its obligations under this Agreementprovide advice to the receiving Party, provided that in each of whom prior to disclosure must be such case on the condition that such parties are bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those set forth in this Article 10obligations; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or or (eii) to bona fide actual or potential and actual investorsinvestors and/or acquirers, acquirors, or merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, investment or acquisition, or collaboration, ; provided that in each such case under written obligations of on the condition that such actual or potential investors and/or acquirers are bound by confidentiality and non-use obligations no less stringent than those contained in this Agreement; (c) such disclosure is required by judicial or administrative process or rules of a securities exchange, provided that in such event such Party shall promptly inform the other Party as to such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or rules of a securities exchange shall remain otherwise subject to the confidentiality and non-use obligations of this ARTICLE 7, and the Party disclosing Confidential Information pursuant to this Section 7.3(c) shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; or (d) in the case of KHL or its Affiliates, such disclosure is reasonably necessary to its subcontractors, licensees or other collaborators or partners (including potential and future collaborators and partners) for the purpose of the Development, conduct of Regulatory Activities with respect to, manufacture and/or Commercialization of the Products, on the condition that such subcontractors, licensees or other collaborators or partners are bound by confidentiality and non-use obligations at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth contained in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Each Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only as expressly permitted by this Agreement (including as reasonably necessary for the Receiving Party's performance of its obligations under this Agreement), or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable court orders, applicable laws, rules or prosecuting Patents as permitted by regulations, or the listing rules of any exchange on which the Receiving Party's or its Affiliate's securities are traded; (b) enforcing the Receiving Party's rights under this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws in the case of Journey, manufacturing, or regulations (including regulations promulgated having manufactured, the Product upon a Supply Interruption; provided that any such Receiving Party agrees to be bound by securities exchanges) or court or administrative ordersterms of confidentiality and non-use comparable in scope to those set forth in this Article 10; (d) disclosure to the Receiving Party's Affiliates and to the Receiving Party's and its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsAffiliates' employees, consultants, agents, and advisors on contractors or agents who have a “need-to-know” basis need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, in each of whom prior case, that any such Affiliate, employee, consultant, contractor or agent agrees to disclosure must be bound by obligations teams of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than comparable in scope to those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orINFORMATION HAS BEEN MARKED WITH “[***]. (e) disclosure to bona fide potential and actual investors, acquirors, merger partners, licenseesThird Parties in connection with due diligence or similar investigations by such Third Parties, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or disclosure to potential investmentThird Party investors in confidential financing documents, acquisition, or collaborationprovided, in each case under written case, that any such Third Party agrees to be bound by obligations of confidentiality and non-use at least as stringent as comparable in scope to those herein. (f) set forth in this Article 10, provided that the duration of such obligations may be shorter than the duration of those set forth in this Article 10. Notwithstanding the foregoing, in the event a the Receiving Party is required to make a disclosure of the other Disclosing Party’s 's Confidential Information pursuant to Sections 10.2(b)Section 10.3, (c), Section 10.5 or (d)Section 10.6, it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) filing subject to Section 6.4, complying with Applicable Laws (including the rules and regulations of the Securities and Exchange Commission or prosecuting Patents as permitted by this Agreementany national securities exchange) and with judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance, provided that the Disclosing Party is informed, to the extent practicable, of the obligation of disclosure, so that the Disclosing Party may oppose or limit such disclosure obligation and provided the Receiving Party limits the disclosure to the strict minimum in order to comply with its obligations; (b) prosecuting or defending litigationdisclosure by the Parties of the existence of this Agreement in any annual report to stockholders, including responding to a subpoena in a Third-Party litigation;filings with the Securities and Exchange Commission and other Regulatory Authorities and communications with securities analysts and stockholders; and (c) complying with Applicable Laws disclosure, solely on a “need to know basis,” to Affiliates, potential or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseesactual research and development collaborators, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsinvestment bankers, consultantsinvestors, lenders, shareholders, or other potential or actual financial or strategic partners, and each of the Parties’ respective directors, employees, contractors, agents, legal counsel and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreementaccountants, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on non-use no less restrictive than the obligations set forth in this Article 6, which for avoidance of doubt, will not permit use of such Confidential Information that are no less restrictive than for any purpose except those set forth in permitted by this Article 10Agreement, including the exercise of rights and satisfaction of obligations under this Agreement; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 6.3 to treat such Confidential Information as required under this Article 10; or 6. If and whenever any Confidential Information is disclosed in accordance with this Section 6.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (eotherwise than by breach of this Agreement). Where reasonably possible and subject to Section 6.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosures pursuant to Section 6.3(a) or 6.3(b) sufficiently prior to bona fide potential and actual investors, acquirors, merger partners, licenseesmaking such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Receiving Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice will provide reasonable assistance to the other Party of such disclosure, reasonably consider the comments of the other Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as information and shall only disclose such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject as is necessary to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10comply with such Applicable Laws or judicial process.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such requirement, request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct Regulatory Trials, including responding or to a subpoena gain regulatory approval, of Soligenix Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs or clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving (a) Each Party may disclose the other Party’s Confidential Information: (i) as required by an order from a court or governmental agency with competent jurisdiction; or (ii) if, and to the extent, such disclosure is otherwise necessary to comply with any applicable Legal Requirements, provided that such Party promptly informs the other Party of the need for such disclosure and uses commercially reasonable efforts to seek (or assist the disclosing Party in obtaining) a protective order or confidential treatment for such disclosure. If the receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information belonging of the disclosing Party, the receiving Party shall promptly and fully notify the disclosing Party of all facts known to it concerning such unauthorized use or disclosure. (b) Each Party may disclose the Disclosing Party only other Party’s Confidential Information, to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigationnecessary, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees Affiliates and its or prospective Sublicenseestheir employees, Distributorsagents, Third-Party Partnersofficers, subcontractors or prospective subcontractorsdirectors, payorsadvisors, auditors, consultants, agentscontractors, and advisors licensees or sublicensees on a “need-to-know” know basis in order for the Receiving Party to exercise sole purpose of performing its obligations or exercising its rights or fulfill its obligations under this Agreement; provided that in each case, each of whom prior to disclosure must be the disclosees are bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than consistent with those set forth contained in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orAgreement. (ec) Each Party may disclose the other Party’s Confidential Information, to the extent such disclosure is reasonably necessary, to any bona fide potential or actual investor, acquirer, or merger partner (and actual investorsany employees, acquirorsagents, merger partnersofficers, licenseesdirectors, and other financial or commercial partners solely advisors, consultants, contractors thereof) for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, other similar transaction; provided that in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of connection with such disclosure, reasonably consider the comments such Party shall use all reasonable efforts to inform each disclosee of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment nature of such Confidential Information at least as diligent as and cause each disclosee to treat such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10as confidential.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to the Disclosing Party only other party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, or prosecuting maintaining Patents as permitted by this Agreement; (b) prosecuting Regulatory Filings for Licensed Products that such party has a license or defending litigation, including responding right to a subpoena Develop hereunder in a Third-Party litigationgiven country or jurisdiction; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement; (d) complying with applicable law or governmental regulations (including any securities law or regulation or the rules of a securities exchange) or with a court order or legal or administrative proceeding; and (e) disclosure to its Sublicensees or prospective Affiliates, Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, agentscontractors, agents or other Third Parties in connection with due diligence or similar investigations by such Third Parties (including potential Third Party acquirers (whether through asset or stock purchase or merger)), and advisors on a “need-to-know” basis disclosure to potential Third Party investors in order for the Receiving confidential financing documents, provided, in each case, that any such Affiliate, Sublicensee, employee, consultant, contractor, agent or Third Party agrees to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations terms of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than consistent with those set forth in this Article 10; providedand provided further, however, that, in each of the above situations, the Receiving Party will remain responsible for that no financial terms shall be disclosed to any failure by such potential acquirer or investor if it has a competing product to any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Licensed Product. Notwithstanding the foregoing, in the event a Party party is required to make a disclosure of the other Partyparty’s Confidential Information pursuant to Sections 10.2(b), (c), or Section 10.3(c) through (d), it will, except where impracticable, will give at least thirty (30) days’ reasonable advance notice to the other Party party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information and at least as diligent diligently as such Party party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or Section 10.3(c) through (d) will remain the shall still be deemed Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to of the Disclosing other Party only to the extent that such disclosure is reasonably necessary in the following instancesis: (a) filing made in response to a valid order of a court of competent jurisdiction; provided, however, that in each case such disclosing Party will, to the extent reasonably practicable, (i) first have given written notice to the other Party and given such other Party a reasonable opportunity to take appropriate action and (ii) cooperate with such other Party as necessary to obtain an appropriate protective order or prosecuting Patents other protective remedy or treatment; provided, further, that in each case, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order, as permitted determined in good faith by this Agreement;counsel to the Party that is obligated to disclose Confidential Information pursuant to such order; [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (b) prosecuting otherwise required to be disclosed by Applicable Law or defending litigationthe requirements of any stock exchange to which a Party is subject; provided, however, that the Party that is so required will provide such other Party with written notice of such disclosure reasonably in advance thereof to the extent reasonably practicable and reasonable measures will be taken to assure confidential treatment of such information, including responding such measures as may be reasonably requested by the disclosing Party with respect to a subpoena in a Third-Party litigationsuch Confidential Information; (c) complying made by such Party, in connection with Applicable Laws the performance of, or regulations exercise of rights under, this Agreement, to such Party’s Affiliates, licensors, licensees or sublicensees, directors, officers, employees, consultants, representatives or agents, or to other Third Parties, in each case on a need-to-know basis and solely to use such information for business purposes relevant to and permitted by this Agreement, and provided that (including regulations promulgated by securities exchangesi) or court or administrative orderseach individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations no less than substantially as restrictive as those set forth in this Agreement and (ii) the Party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving made by such Party to exercise its rights existing or fulfill its obligations under this Agreementpotential acquirers, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on acquisition targets, collaborators, investment bankers, accountants, attorneys, investors, merger candidates, partners, venture capital firms or other financial institutions or investors for use of such information for business purposes relevant to this Agreement or for due diligence in connection with the financing, licensing or acquisition of such Party (or such Party’s acquisition of, or merger with, a Third Party), and provided that (i) each individual and entity to whom such Confidential Information that are no less is disclosed is bound in writing to non-use and non-disclosure obligations (or in the case of attorneys or accountants, an equivalent professional duty of confidentiality) at least as restrictive than as those set forth in this Article 10; provided, however, that, in each of Agreement and (ii) the above situations, the Receiving Party will remain responsible making such disclosure shall be liable for any failure by any such Third Party who receives Confidential Information pursuant to this Section 10.2 to treat Parties’ compliance with such Confidential Information as required under this Article 10obligations; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for authorized in writing by the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those hereindisclosing Party. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to of the Disclosing other Party only hereunder to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) patent applications, prosecuting or defending litigation, including responding making filings with Regulatory Authorities related to a subpoena in a Third-Party litigation; (c) Licensed Product, or complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseesapplicable governmental regulations, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis provided that in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of making any such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s 's Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticableimpracticable for necessary disclosures, for example in the event of medical emergency, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosuredisclosure requirement and, reasonably consider except to the comments extent inappropriate in the case of the other Party with respect to limiting such disclosurepatent applications, and will use its reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use required to protect its own confidential information, but in no event less than reasonable effortsbe disclosed. In any eventaddition, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions substantially as protective as those of this Article 10 to the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b)extent reasonably practicable, (c), or (d) will remain the Confidential Information of the Disclosing other Party to its Affiliates, consultants, clinical investigators, potential sublicensees and subject to other Third Parties only for any purpose provided for in this Agreement. Nothing in this Article 10 shall restrict any Party from using for any purpose any Information developed by it during the restrictions course of the collaboration hereunder except as otherwise set forth in Section 10.5 and 10.6 and except that results of Development work related to Licensed Product, including but not limited to clinical trials of Licensed Product shall not be disclosed to any Third Party unless pursuant to a publication under Section 10.5, a press release under Section 10.6 or to Affiliates, consultants, clinical investigators, potential sublicensees and other Third Parties under an obligation to the disclosing Party to maintain the confidentiality of such Information and provided such Information is furnished for a purpose contemplated under this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving A Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to the other Party: (a) filing Filing or prosecuting Patents as permitted by relating to Sole Inventions, Joint Inventions or Products, in each case pursuant to activities under this Agreement, provided that the non-filing Party is given a reasonable opportunity to review the extent and necessity for its Confidential Information to be included prior to submission of any patent application; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationRegulatory filings; (c) complying with Applicable Laws Prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) Complying with applicable governmental laws and regulations; and (e) Disclosure, in connection with the performance of this Agreement, to its Sublicensees or prospective SublicenseesAffiliates, Distributorspotential collaborators, Thirdpartners, and licensees (including potential co-Party Partnersmarketing and co-promotion contractors), subcontractors or prospective subcontractorsresearch collaborators, payorspotential investment bankers, investors, lenders, and investors, employees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10. The Parties acknowledge that the terms of this Agreement shall be treated as stringent as those herein. (f) Notwithstanding the foregoing, in the event Confidential Information of both Parties. Such terms may be disclosed by a Party is required to make individuals or entities covered by 10.3(e) above, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10. In addition, a disclosure copy of this Agreement may be filed by either Party with the other Securities and Exchange Commission in connection with any public offering of such Party’s Confidential Information pursuant securities. In connection with any such filing, such Party shall endeavor to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure obtain confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential economic and trade secret information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except as permitted hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing regulatory filings and/or patent prosecution for the Product; (b) prosecuting or prosecuting Patents defending litigation as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws applicable court orders or governmental regulations (or other mandatory requirements, including regulations promulgated by securities exchanges) or court or administrative orders;stock exchange listing and disclosure requirements; and (d) disclosure on a “need to its know” basis to Affiliates, Sublicensees or prospective (and potential Sublicensees), Distributorsdirectors, Third-Party Partnersofficers, subcontractors or prospective subcontractors, payorsemployees, consultants, agents, and advisors on a “need-to-know” basis agents or other Third Parties in order for the Receiving Party to exercise its rights or fulfill its obligations under connection with performance of this Agreement, and disclosures to Third Parties in connection with due diligence or similar investigations by such Third Parties, provided, in each of whom prior case, that any such Affiliate, Sublicensee (or potential Sublicensee), director, officer, employee, consultant, agent or Third Party agrees to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations terms of confidentiality and non-use at least as stringent as comparable in scope to those herein. (f) set forth in this Section 10. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(bSection 10.3(a), (c), b) or (dc), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable effortsCommercially Reasonable Efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The Parties will remain consult with each other on the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the Parties with any regulatory authority or as otherwise required by law.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents Patent Rights as permitted by this Agreement; (b) submitting Regulatory Materials and obtaining Regulatory Approvals for a Product as permitted by this Agreement; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) complying with Applicable Laws Law or regulations (including regulations promulgated a valid order by securities exchanges) or a court or administrative orders;other Governmental Authority; provided that the receiving Party shall give the disclosing Party prompt written notice of such required disclosure, and shall use commercially reasonable efforts to assist the disclosing Party to seek confidential treatment or to otherwise limit such disclosure, and shall limit the disclosure to only that portion of the Confidential Information required to comply with such Applicable Law or order; or (di) to its Sublicensees Affiliates or Subcontractors or prospective SublicenseesSubcontractors, Distributorsdirectors, Third-Party Partnersofficers, subcontractors or prospective subcontractors, payorsemployees, consultants, agents, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, (ii) to its equityholders, lenders, insurers or investors existing [*] for the sole purpose of evaluating the Receiving Party’s business, but only, in the case of Fortis, to the extent required by contractual agreements between Fortis and its equityholders or investors that exist [*], or (iii) to its potential or new equityholders or investors [*] for the sole purpose of evaluating the Receiving Party’s business; provided, however, that, in each of whom the above situations, the Receiving Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 10.3(e) to treat such Confidential Information as required under this Article 10, and such Persons, prior to disclosure disclosure, must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each . If and whenever any Confidential Information of the above situationsdisclosing Party is disclosed in accordance with this Section 10.3, the Receiving Party such disclosure will remain responsible for not cause any failure by any Third Party who receives such information to cease to be Confidential Information pursuant of the disclosing Party except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Agreement). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), clauses (c), or a) through (d)) of this Section 10.3, it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use not less than the same efforts to secure confidential treatment of such Confidential Information at least information as diligent as such Party it would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10from disclosure.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to of the Disclosing Party only other party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationlitigation as permitted by this Agreement; (c) complying with Applicable Laws applicable court orders or regulations (including regulations promulgated by securities exchanges) or court or administrative orders;governmental regulations; and (d) disclosure to its Sublicensees (i) Affiliates, (ii) for River Vision, NRM and potential or prospective Sublicenseesactual subcontractors, Distributors, Third-Party Partners, subcontractors assignees and Change of Control counterparties, (iii) Third Parties in connection with due diligence or prospective subcontractors, payors, consultants, agentssimilar investigations by such Third Parties, and (iv) disclosure to potential Third Party investors or financial institutions or advisors (including, without limitation, for River Vision, on a “need-to-know” basis behalf of NRM), provided, in order for the Receiving each case, that any such Third Party agrees to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of non-use, such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use to contain a confidentiality period of at least as stringent as those herein. (f) [***] years or [***] but not less than [***] years. LICENSE AGREEMENT Notwithstanding the foregoing, in the event a Party party is required to make a disclosure of the other Partyparty’s Confidential Information pursuant to Sections 10.2(b), (c), 14.2(b) or (d14.2(c), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information information at least as diligent diligently as such Party party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The parties will remain consult with each other on the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission (or any other relevant agency or body related to a regulated stock exchange) or as otherwise required by law.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting Patents as permitted by in this Agreement; (b) prosecuting or defending litigationregulatory filings and other filings with Governmental Authorities, including responding to a subpoena in a Third-Party litigationfilings with the Securities and Exchange Commission; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) complying with applicable Laws; (e) disclosure to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultantsemployees, agents, and advisors consultants, and any Third Parties (including licensees or sublicensees with which a Party is Developing or Commercializing Products) only on a “need-to-know” know basis and solely as necessary in order for connection with the Receiving Party to exercise its rights or fulfill its obligations under performance of this Agreement, provided that in each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use case the recipient of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure must agree to be bound by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least as stringent equivalent in scope as those herein.set forth in this Article 12 prior to any such disclosure; and (f) disclosure of the material financial terms of this Agreement to any bona fide potential investor, investment banker, acquiror, merger partner, or other potential financial partner (including, if applicable, a Third Party Partner that may or does make an equity investment in Affymax, or a loan to Affymax, in connection with its arrangement with Affymax for Product in the Affymax Territory); provided that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and shall cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s 's Confidential Information pursuant to Sections 10.2(b), clause (c), or a) through (d)) of this Section 12.2, it willshall, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use best efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Each Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only hereunder solely to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) connection with complying with Applicable Laws or regulations (including regulations promulgated Laws; provided that in the event of any such disclosure of the Disclosing Party’s Confidential Information by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situationsParty, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such disclosure, reasonably consider disclosure requirement (so that the comments Disclosing Party may seek a protective order and or other appropriate remedy or waive compliance with the confidentiality provisions of the other Party with respect to limiting such disclosure, this ARTICLE 10 (Confidentiality)) and will use efforts its Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed. Confidential Information may be disclosed by Alios to Third Parties bound by confidentiality and non-use restrictions at least as diligent restrictive as those set forth in this ARTICLE 10 (Confidentiality) to the extent such Party would use Confidential Information (a) is disclosed to protect its own confidential informationbona fide potential or actual investors in or acquirers of Alios; or (b) is disclosed to attorneys, but bankers or other financial institutions in no event less than reasonable efforts. In any eventconnection with obtaining loans, the Parties agree to take all reasonable action to avoid financing, or other financial services; provided, in each case, that Alios shall limit such disclosure of Confidential Information hereunderto information Alios reasonably determines is material to such Third Party’s potential investment in, acquisition of, loan to, financial arrangement with or other services to be provided to, Alios. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information may be disclosed by a Party to (i) those of its and its Affiliates’ or its Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators that such Party reasonably determines have a need to know such Confidential Information to achieve the Disclosing purposes of this Agreement; provided, however, that such Party shall ensure that its and subject its Affiliates’ or Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators to the whom disclosure is to be made are bound by confidentiality and non-use restrictions at least as restrictive as those set forth in this AgreementARTICLE 10 (Confidentiality), including and (ii) to the foregoing provisions extent such disclosure is reasonably necessary in connection with submissions to any Governmental Authority for the purposes of this Article 10Agreement or in filing or prosecuting patent applications contemplated under this Agreement; provided that in the event of any such disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Receiving Party will use its Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) filing Regulatory Materials in order to obtain or maintain Regulatory Approvals; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) complying with Applicable Laws Law or regulations (including regulations promulgated by securities exchanges) or court or administrative orders;; or (de) to its Sublicensees Affiliates, sublicensees or prospective Sublicensees, Distributors, Third-Party Partnerssublicensees, subcontractors or prospective subcontractors, payors, consultants, agents, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive (except for the duration of such restrictions, which shall be [***]) than those set forth in this Article 1011; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 11.3(e) to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein11. (f) Notwithstanding to its actual or prospective investors, acquirers, merger-partners, and to any investment advisors, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 11 (except for the foregoingduration of such restrictions, which shall be [***] or, [***]); provided, however, that, in the event a Party is required to make a disclosure each of the other Party’s above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30this Section 11.3(f) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of treat such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of required under this Article 1011.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing Filing or prosecuting Patents as permitted by this Agreementpatents relating to Inventions or licensed products; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationRegulatory filings; (c) complying with Applicable Laws Prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) Complying with applicable governmental regulations; (e) Disclosure to its Sublicensees or prospective SublicenseesAffiliates, Distributorssublicensees, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein.set forth in this Article 9; (f) Notwithstanding the foregoingDisclosure to investment bankers, in the event a Party is required investors, and potential investors of information relevant to make a disclosure their assessment of the other Party’s Confidential Information pursuant to Sections 10.2(b)disclosing company, (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to such as the other Party of such disclosure, reasonably consider the comments existence of the other Party with respect Agreement, the general nature of the diseases for which targets have been selected, the number (but not the identity) of targets selected and the status of the project on a per target basis (without identifying the target); and (g) Disclosure by Telik, more than [ * ] after the expiration of a deadline applicable to limiting Sankyo as set forth in Sections 4.1, 4.2 or 4.3 without appropriate action or response by Sankyo, of the Combined Screening Results against the relevant, identified Selected Target for a Disclosed Active Molecule, to third parties interested in pursuing such disclosureSelected Target or Disclosed Active Molecule, and use efforts provided however, that Telik will not disclose to secure confidential treatment of such Confidential Information at least as diligent as third party that Sankyo selected such Party would use to protect its own confidential information, but in no event less than reasonable effortsSelected Target. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except as permitted hereunder. Any information disclosed pursuant to Sections 10.2(b)[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, (c)MARKED BY BRACKETS, or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this AgreementHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE sECURITIES ACT OF 1933, including the foregoing provisions of this Article 10AS AMENDED.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to of the Disclosing other Party only as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationenforcing such Party’s rights under this Agreement and performing its obligations under this Agreement; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement; (d) complying with applicable court orders or applicable laws, rules and regulations, or the listing rules of any exchange on which such Party’s securities are traded; (e) in Regulatory Filings that the Receiving Party has the right to its Sublicensees file, or prospective holds, as expressly set forth in this Agreement; (f) disclosure to the Receiving Party’s Affiliates, licensees and sublicensees/Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agentspotential licensees and sublicensees/Sublicensees, and advisors on a “need-to-know” basis to the Receiving Party’s and its Affiliates’ Representatives who, in each case, need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, in each of whom prior case, that any such Affiliate, actual or potential licensee or sublicensee/Sublicensee, or Representative agrees to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations terms of confidentiality and non-use at least as stringent restrictive as those herein.set forth in this Article 12; and (fg) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third-Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. Notwithstanding the foregoing, in if the event a Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 12.3(c) or (d12.3(d), it will, except where impracticable, (i) give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and (ii) use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts, and (iii) cooperate with any efforts by the Disclosing Party, at the Disclosing Party’s request and expense, to secure confidential treatment of such Confidential Information. In any event, Disclosure by the Parties agree to take all reasonable action to avoid disclosure Receiving Party of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information in accordance with any of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Section 12.3 shall not, in and of itself, cause the information so disclosed to cease to be treated as Confidential Information under this Agreement, except to the extent that, by virtue of disclosure by the Receiving Party in full compliance with this Section 12.3, such information becomes generally known or available.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents patents as permitted by this Agreement; (b) filing Regulatory Materials in order to obtain or maintain Regulatory Approvals; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders;; or (de) to its Sublicensees Affiliates, sublicensees or prospective Sublicensees, Distributors, Third-Party Partnerssublicensees, subcontractors or prospective subcontractors, payors, consultants, agents, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement and to (i) consultants, attorneys, accountants, and banks, in each case, engaged or working on behalf of the Receiving Party; and (ii) acquirers or potential acquirers, and investors or potential investors, in each case, of the Receiving Party (excluding, in the case of this clause (ii), disclosure of any Confidential Information (other than the terms of this Agreement) specific to or provided by the Disclosing Party), each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 1011; provided, however, provided that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 11.3(e) to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein11. (f) if and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), clauses (c), or a) through (d)) of this Section 11.3, it will, except where impracticableimpracticable or not permitted by Applicable Law, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use not less than the same efforts to secure confidential treatment of such Confidential Information at least information as diligent as such Party it would use to protect its own confidential information, but in no event less than reasonable efforts. In information from disclosure and shall be jointly and severally liable for any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions breach of this Article 1011 by such Person.

Authorized Disclosure. The A Receiving Party may disclose Confidential Information belonging of a Disclosing Party to the extent that such disclosure is: 11.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that such Receiving Party will have given notice to the Disclosing Party within [...***...] ([…***…]) Business Days of receipt of such order and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order; 11.4.2 otherwise required by law; provided, that the Disclosing Party will provide the Receiving Party with notice of such disclosure at least […***…] ([…***…]) days in advance thereof to the extent such disclosure is reasonably necessary practicable and take reasonable steps as requested by the Disclosing Party to protect the Disclosing Party’s rights; 11.4.3 made by a Receiving Party, in connection with the following instances: performance of this Agreement, (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigationto Affiliates, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, representatives or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than at least equivalent in scope to those set forth in this Article 10; Section 11 (Confidentiality) or (b) to Regulatory Authorities in the Territory (provided, however, that, that in each the case of the above situationsdisclosures to Regulatory Authorities, the Receiving Party will, to the extent practicable, provide the Disclosing Party with notice of such disclosure at least […***…] ([…***…]) days in advance thereof and will remain responsible for reasonably consider any failure comments received from the Disclosing Party); 11.4.4 made by any Third a Receiving Party who receives Confidential Information pursuant to this Section 10.2 existing or potential acquirers or merger candidates; potential sublicensees or collaborators (to treat such Confidential Information as required under this Article 10the extent contemplated hereunder); or (e) to bona fide investment bankers; existing or potential and actual investors, acquirors, merger partners, licensees, and venture capital firms or other financial institutions or commercial partners solely investors for the purpose purposes of evaluating obtaining financing; or carrying out an actual or potential investmentAffiliates, acquisition, or collaboration, in each case under written of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Section 11 (Confidentiality); or 11.4.5 made by the foregoing provisions Receiving Party with the prior written consent of this Article 10the Disclosing Party.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (ai) as reasonably necessary for filing or prosecuting Patents as permitted contemplated by this Agreement; (bii) as reasonably necessary for Regulatory Filings and other communications with Drug Regulatory Authorities as contemplated by this Agreement; (iii) as reasonably necessary for prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (civ) complying subject to Section 5.2(e) of this Agreement, as reasonably necessary to comply with Applicable Laws or regulations Law (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) or court or administrative orders;and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (dv) in connection with the performance of this Agreement and solely on a “reasonable need to its Sublicensees or prospective Sublicenseesknow basis”, Distributorsto Affiliated Companies, Thirdpotential collaborators (including potential co-Party Partnersmarketing and co-promotion contractors), subcontractors or prospective subcontractorssublicensees, payorspotential sublicensees, research collaborators, potential investment bankers, lenders, investors, employees, consultants, medical professionals participating in the conduct of clinical trials, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by similar obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than at least equivalent in scope to those set forth in this Article 10Section 5.2; provided, howeverthat in the case of disclosure to academic researchers and academic institutions, thatthe confidentiality period hereunder shall be the longest such period as the applicable Party may reasonably negotiate with such researchers or institutions; and provided, in each of the above situations, that the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 5.2 to treat such Confidential Information as required under this Article 10Section 5.2; or provided, however, that nothing in this Agreement shall limit or affect the Parties’ confidentiality obligations under the Pharmatop License Agreement. If and whenever any Confidential Information is disclosed in accordance with this Section 5.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (eotherwise than by breach of this Agreement). With respect to disclosures under Sections 5.2(c)(iii) and 5.2(c)(iv), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to bona fide potential and actual investors, acquirors, merger partners, licenseesmake such disclosure sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding Receiving Party shall further reasonably assist the foregoing, in the event a Disclosing Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure obtain confidential treatment of such Confidential Information at least Information. The Parties acknowledge that the terms of this Agreement shall be treated as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of both Parties. For the Disclosing avoidance of doubt, this Section 5.2 shall in no way prevent a Party and subject from disclosing the existence of this Agreement or any terms of this Agreement in order to the restrictions set forth in seek legal advice whenever deemed appropriate by such Party or to enforce such Party’s rights under this Agreement, including whether through arbitration proceedings, court proceedings or otherwise, or to defend itself against allegations or claims relating to this Agreement, or to disclose such terms as it may be advised in written opinion of outside counsel are required to be disclosed to comply with Applicable Law (a copy of which opinion shall be provided to the foregoing provisions of this Article 10other Party).

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, or prosecuting maintaining Patents as permitted by this Agreement; (b) prosecuting regulatory filings for Products that such Party has a license or defending litigation, including responding right to a subpoena Develop hereunder in a Third-Party litigationgiven country or jurisdiction; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement; (d) complying with applicable court orders or governmental regulations; and (e) disclosure to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsand its Affiliates’ employees, consultants, contractors and agents, to Neurocrine Collaborators (in the case of Neurocrine) and advisors to Sublicensees (in the case of MTPC), in each case on a “need-to-know” know basis in order for connection with the Receiving Party to exercise its rights or fulfill its obligations under Development, manufacture and Commercialization of Compounds and Products in accordance with the terms of this Agreement and the Supply Agreement, in each of whom prior to disclosure must be bound by case under written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than at least as stringent as those set forth in this Article 10herein; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orand (ef) disclosure to bona fide potential and actual investors, acquirorsacquirers, merger partners, licensees, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, acquisition or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) . Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 13.3(c) or (d), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), Section 13.3(c) or (d) will shall remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 1013.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 10.1, the Party may disclose the Confidential Information belonging received from the other Party to the Disclosing Party only extent: (a) such disclosure: (i) is reasonably necessary for the prosecuting or defending litigation as contemplated by this Agreement, or (ii) reasonably necessary for a Regulatory Filing or Regulatory Approval; (b) such disclosure is reasonably necessary: (i) to such Party’s attorneys, independent accountants, or advisors for the sole purpose of enabling such attorneys, independent accountants, or advisors to provide advice to the extent receiving Party, provided that in each such case on the condition that such attorneys, independent accountants, and advisors are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; or (ii) to actual or potential investors and/or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition, provided that in each such case on the condition that such actual or potential investors and/or acquirers are bound by confidentiality and non-use obligations consistent with those contained in this Agreement; (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations; the Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 10, and the Party disclosing the Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) such disclosure is reasonably necessary to its collaborators in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations its respective Territory (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective SublicenseesCROs, Distributorshospitals, Third-Party Partners, subcontractors or prospective subcontractors, payorsdoctors, consultants, agentssubcontractors, and advisors on a “need-to-know” basis in order the Affiliates) for the Receiving purpose of the development, manufacture, and/or commercialization of the Product or API as applicable, solely for the purpose of carrying out such collaboration, on the condition that such collaborators are bound by confidentiality and non-use obligations consistent with those contained in Section 10.1 for a period of at least [ * ] after the disclosure of the Confidential Information to such collaborators; for clarity, each Party shall have the right to exercise disclose to its rights sublicensees in its Territory, and such sublicensees shall have the right to use, the Confidential Information received from the other Party in accordance with the right granted under the sublicense under Section 2.1(a) or fulfill its Section 2.2(a) on condition that such sublicensees are bound by confidentiality and non-use obligations under consistent with those contained in this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) such disclosure is reasonably necessary to bona fide its potential and actual investors, acquirors, merger partners, licensees, and other financial sublicensees to have such potential sublicensees evaluate the possibility of sublicenses under Section 2.1(a) or commercial partners solely for the purpose of evaluating or carrying out an actual or 2.2(a) on condition that such potential investment, acquisition, or collaboration, in each case under written obligations of sublicensees are bound by confidentiality and non-use obligations consistent with those contained in Section 10.1 for a period of at least as stringent as those herein. (f) Notwithstanding [ * ] after the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10potential sublicensees.

Authorized Disclosure. The Notwithstanding the obligations set forth in Section 8.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information belonging and the terms of this Agreement to the Disclosing Party only to the extent extent: (a) such disclosure is reasonably necessary in for (i) Development or Commercialization or manufacture or supply of any Product, including obtaining and maintaining Regulatory Approval or patent protection, pursuant to the following instances: terms of this Agreement; or (aii) filing prosecuting or prosecuting Patents defending litigation as permitted contemplated by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; such disclosure is reasonably necessary: (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (di) to its Sublicensees the Receiving Party’s directors, attorneys, independent accountants or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and financial advisors on a “need-to-know” basis in order for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the Receiving Party to exercise its rights or fulfill its Party, provided, that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound in writing by confidentiality and non-use obligations under consistent with those contained in this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or or (eii) to bona fide actual or potential and actual investors, acquirorsacquirers, merger partnerslicensors, licensees, and collaborators or other financial or commercial business partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, license or collaboration, ; provided that in each such case under written obligations of on the condition that such disclosures are bound in writing by confidentiality and non-use at least as stringent as obligations consistent with those herein.contained in this Agreement; or (fc) such disclosure is required by Applicable Laws, including judicial or administrative process. Confidential Information that is disclosed under this Section 8.2(c) will remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information pursuant to Applicable Laws may disclose, but only to the extent so required, and will take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 8.2(a)(ii) or (dSection 8.2(c), it will, except where impracticable, will give at least thirty (30) days’ reasonable advance written notice to the other Party of such disclosure, reasonably consider the comments of disclosure to allow the other Party with respect a reasonable opportunity to limiting such disclosure, seek a protective order or equivalent and use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b)such disclosure, (c)however, or (d) will remain not relieve such Party of its obligations as the Confidential Information of the Disclosing Receiving Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10contained herein.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances, or to the extent permissible under the other applicable provisions of this Agreement: (a) filing, prosecuting, maintaining, enforcing or defending Patent Rights as permitted by and in accordance with this Agreement; (b) as reasonably required in generating Regulatory Documentation and filing or prosecuting Patents for and obtaining Regulatory Licenses for the Product as permitted by this Agreement; (bc) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) complying with Applicable Laws or regulations applicable Law (including regulations promulgated by securities exchanges, but subject to Section 9.4) or court or administrative orders; (de) complying with any obligation under this Agreement; (f) in communications with existing or bona fide prospective acquirers, merger partners, financing sources, investment bankers, lenders or investors, and consultants and advisors of the Receiving Party in connection with transactions or bona fide prospective transactions with the foregoing or in other similar corporate or financing transactions, in each case on a need-to-know basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement; provided, however, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Third Party receiving such Confidential Information; and provided, further, however, that if the Third Party recipient is pharmaceutical or biotechnology company, the Receiving Party shall not disclose any Confidential Information that is [***]; or (g) to its Sublicensees Affiliates and existing or prospective Sublicensees(sub)licensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, advisors and advisors on a “need-to-know” basis others, in order each case to the extent reasonably necessary or useful for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of under a written agreement containing confidentiality and restrictions on non-use of such Confidential Information provisions that are no less restrictive than consistent with those set forth in this Article 10; providedAgreement, however, that, in each of the above situations, provided that the Receiving Party will shall remain responsible for any failure violation of the confidentiality and non-use provisions in this Agreement by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 to treat 9.3(g) (as if such Person was directly bound by such provisions). If and whenever any Confidential Information as required under is disclosed in accordance with this Article 10; or Section 9.3, such disclosure shall not cause any such information to cease to be Confidential Information for purposes of this Agreement, except to the extent that such disclosure results in a public disclosure of such information (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose than by breach of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) this Agreement). Notwithstanding the foregoing, in the event a Party is required intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b)Section 9.3(c) or Section 9.3(d) (other than to comply with Securities Disclosure Obligations, (c), or (dwhich disclosures are covered by Section 9.4.2), it will, except where impracticableimpracticable or not legally permitted, give at least thirty (30) [***] days’ advance notice (or, if [***] days’ notice is not possible under the circumstances, reasonable advance notice) to the other Party of such disclosure, reasonably consider give the comments of the other Disclosing Party with respect a reasonable opportunity to limiting such disclosure, take whatever action it deems necessary to protect its Confidential Information and use not less than the same efforts to secure confidential treatment of such Confidential Information at least information as diligent as such Party it would use to protect its own confidential information, information from disclosure (but in no event less than reasonable efforts). In any eventaddition, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b)and their respective Affiliates (and each employee, (c)representative, or (d) will remain the Confidential Information other agent of the Disclosing Party Parties) may disclose to any and subject to all persons, without limitation of any kind, the restrictions United States federal tax treatment and tax structure of the transactions set forth in this Agreement, Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the foregoing provisions of this Article 10Parties or their respective Affiliates relating to such tax treatment and tax structure.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as permitted by amended. A complete copy of this Agreement;document has been filed separately with the Securities and Exchange Commission. (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of Oragenics Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreementpatents relating to Research Program Technology; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationregulatory filings; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orcomplying with applicable governmental regulations; (e) conducting pre-clinical or clinical trials of Products; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) disclosure to bona fide potential and actual investorsAffiliates, acquirorssublicensees, merger partnersemployees, licensees, and other financial consultants or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations agents who agree to be bound by similar terms of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) set forth in this Article 9. Notwithstanding the foregoing, in the event a Party is required authorized to make a disclosure of the other Party’s party's Confidential Information pursuant to Sections 10.2(b), (c), or (d), this Section 9.2 it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) The Parties will remain consult with each other concerning the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or as otherwise required by law.

Authorized Disclosure. The Receiving Party Either party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing prosecuting or prosecuting Patents as permitted by this Agreementdefending litigation; (b) prosecuting or defending litigationcomplying with applicable laws and regulations, including responding to a subpoena in a Third-Party litigationregulations promulgated by securities exchanges; (c) complying with Applicable Laws a valid order of a court of competent jurisdiction or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersother Governmental Entity; (d) for regulatory, Tax or customs purposes; (e) for audit purposes; (f) disclosure to its Sublicensees or prospective SublicenseesAffiliates, Distributorsdirectors, Third-Party Partnersmanagers, subcontractors or prospective subcontractorstrustees, payorsofficers, consultants, agents, employees and advisors agents only on a “need-to-know” know basis and solely in order for connection with the Receiving Party to exercise its rights performance of this Agreement or fulfill its obligations under this Agreementoversight of the transactions contemplated hereby, provided that each of whom prior to disclosure disclosee must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written customary obligations of confidentiality and non-use at least as stringent as those herein.prior to any such disclosure; (fg) upon the prior written consent of the Non-disclosing Party; or (h) disclosure to its investors and other sources of funding, including debt financing, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each disclosee must be bound by customary obligations of confidentiality and non-use prior to any such disclosure. Notwithstanding the foregoing, in the event a the Disclosing Party is required to make a disclosure of the other Non-disclosing Party’s Confidential Information pursuant to Sections 10.2(b7.2(a), (b), (c), ) or (d), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Non-disclosing Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such information. For clarity, any use or disclosure of Confidential Information at least as diligent as such Party would use to protect its own confidential informationdisclosed under the Confidentiality Agreement that is authorized under this Article 7 shall not be restricted by, but in no event less than reasonable effortsor be deemed a violation of, the Confidentiality Agreement. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), Buyer shall not file any patent application based upon or (d) will remain using the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Seller provided hereunder.

Authorized Disclosure. The Receiving Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information belonging to the Disclosing Party only to the extent if such disclosure is reasonably necessary in the following instancesdisclosure: (ai) filing is in response to a valid order of a court or prosecuting Patents as permitted by this Agreementother governmental body of the United States or a foreign country, or any political subdivision thereof; provided, however, that the receiving Party shall first have given notice to the other Party hereto; (bii) prosecuting is otherwise required by governmental law, rule or defending litigationregulation, including responding to a subpoena in a Third-Party litigationwithout limitation rules or regulations of the U.S. Securities and Exchange Commission, or by rules of the National Association of Securities Dealers; (ciii) complying is otherwise necessary to prosecute or defend litigation, comply with Applicable Laws applicable governmental regulations, make governmental patent or regulations (including regulations promulgated by securities exchanges) regulatory filings, or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its otherwise enforce obligations under this Agreement, each of whom prior but only to the extent that any such disclosure must be bound by obligations of confidentiality and restrictions on use of is necessary for such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orenforcement; (eiv) (with respect to bona fide potential and actual investors, acquirors, merger partners, licensees, and Amgen as the disclosing Party) is to other financial Third Parties in connection with due diligence or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaborationsimilar investigations by such Third Parties, in each case under written obligations who agree to be bound by similar terms of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Section 6; or (v) (with respect to Anadys as the disclosing Party), is to other Third Parties in connection with financing-related due diligence or similar investigations by such Third Parties, in each case who agree to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Section 6; provided that Anadys shall only disclose to such Third Parties the following: (i) this Agreement, including the foregoing provisions ; (ii) information permitted to be disclosed to Third Parties under Section 4(e)(i)) of this Article 10Agreement; and (iii) Amgen's reports under Section 3(f)(i) of this Agreement; provided, however, that the Party required or intending to disclose the other Party's Confidential Information under Section 6(c)(i), (ii) or (iii) shall first have given prompt notice to such Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the other Party.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) Prosecuting and Maintaining Patents in accordance with Section 9.2; (b) complying with the requirement of Regulatory Authorities with respect to filing for, obtaining and maintaining Marketing Approval for the Products in accordance with this Agreement (including conducting Development of the Products); (c) prosecuting or prosecuting Patents defending litigation as permitted by contemplated by, or arising out of, this Agreement; (bd) prosecuting complying with applicable Laws and regulations promulgated by security exchanges, court order or defending litigation, including responding administrative subpoenas or orders or otherwise submitting information to a subpoena in a Third-Party litigationtax or other governmental authorities; (ce) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) disclosure to its Sublicensees or prospective Sublicenseesits Affiliates’ employees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payorsagents, consultants, agentsadvisors (including financial advisors, lawyers and advisors accounts) and contractors (and Marketing Partners in the case Cephalon and other licensees or sublicensees in the case of Angioblast), in each case only on a “need-to-know” know basis in order for the Receiving Party to exercise sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights or fulfill its obligations under this Agreement, provided that in each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use case the recipient of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure bound by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent equivalent in scope as those herein.set forth in this ARTICLE VIII prior to any such disclosure; and (f) disclosure to existing and potential investors, merger partners or acquirors, including their respective consultants and professional advisors (including financial advisors, lawyers and accounts), solely on a need-to-know basis in order to evaluate an actual or potential investment, acquisition or similar business transactions; and provided that in connection with such disclosure, the disclosing Party shall inform each disclosee of the confidential nature of such terms and cause each disclosee to treat such information as confidential consistent with the nature of the Confidential Information so disclosed. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(bclause (i), (c), ii) or (d)iv) of this Section 8.2, it will, except where impracticable, give at least thirty (30) days’ advance notice to shall promptly notify the other Party of such disclosurerequired disclosure and shall use reasonable efforts to obtain, reasonably consider the comments of or to assist the other Party with respect to in obtaining, a protective order or confidential treatment limiting such or preventing the required disclosure, and use efforts to secure confidential treatment of disclose only the minimum information necessary for such disclosure; provided that such Confidential Information at least as diligent as disclosed accordingly shall only lose its confidentiality protection for purposes of such Party would use to protect its own confidential information, but in no event less than reasonable effortsdisclosure. In any event, the Parties agree each Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing other Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10hereunder.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of Adeona Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct regulatory trials, including responding or to a subpoena gain regulatory approval, of Genopaver Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing Party only hereunder to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) patent applications, prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws applicable governmental regulations, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations conducting research under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, Agreement provided that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event if a Party is required by law or regulation to make a disclosure any such disclosures of the other Party’s 's Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticableimpracticable for necessary disclosures, for example in the event of medical emergency, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosuredisclosure requirement and, reasonably consider except to the comments extent inappropriate in the case of the other Party with respect to limiting such disclosurepatent applications, and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed. In addition, and with prior written notice to the other Party of each Third Party with whom a confidential disclosure agreement is being entered into, each Party shall be entitled to disclose, under a binder of confidentiality, Confidential Information to any Third Party for the purpose of carrying out the purposes of this Agreement and, in the case of 3DP, in connection with the seeking of equity financing. Where materiality of disclosure requires a press release or other disclosure pertaining to this Agreement by one Party, the disclosing Party shall give the other Party a copy of the proposed disclosure and afford that Party at least two (2) business days. In addition, Schering may use and disclose Confidential Information for all purposes related to the exercise of Schering's rights under this Agreement provided that Schering takes the same care in respect of such Confidential Information as diligent as such Party would use to protect it does in respect of its own confidential information. Not withstanding the foregoing, but each Party acknowledges that the other may be obligated to disclose terms of this Agreement and make public a copy of this Agreement in no the event less than it becomes a public company as required by applicable U.S. law; provided however, that the terms and copy of this Agreement shall be redacted such that the extent of any such disclosure shall be limited to that which in the reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information opinion of the Disclosing disclosing Party's legal counsel is legally required. Each Party and subject will provide a copy of such disclosure to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10other.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as permitted by amended. A complete copy of this Agreementdocument has been filed separately with the Securities and Exchange Commission. Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of Fibrocell Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Notwithstanding the provisions of Section 11.1, the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only Party, including the terms of this Agreement, as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents Patent Rights as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena enforcing such Party’s rights under this Agreement and in a Third-Party litigationperforming its obligations under this Agreement; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement, subject to the final paragraph of this Section 11.3; (d) complying with applicable court orders, Applicable Laws, rules or regulations, subject to its the final paragraph of this Section 11.3; (e) as determined in the Receiving Party’s reasonable discretion, the listing rules of any exchange on which the Receiving Party’s securities are traded; (f) disclosure in Regulatory Filings that the Receiving Party has the right to make under this Agreement; (g) disclosure to the Receiving Party’s Affiliates, to actual or potential Sublicensees or prospective Sublicensees, Distributors, Third-and Third Party Partners, subcontractors or prospective subcontractorsand to the Receiving Party’s and its Affiliates’ and Third Party Partners Representatives who, payorsin each case, consultants, agents, and advisors on have a “need-to-know” basis need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situationscase, the Receiving Party will remain responsible for that any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investorsAffiliate, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investmentSublicensee, acquisitionThird Party Partner or Representative agrees [***]; and (h) disclosure to Third Parties, including potential Third Party Partners, in connection with due diligence or collaborationsimilar investigations by such Third Parties, and disclosures to potential Third Party investors in confidential financing documents, provided, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) case, that [***]. Notwithstanding the foregoing, in the event a the Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 11.3(c) or (d11.3(d), it will, except where impracticable, (i) give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and (ii) use efforts to secure confidential treatment of such Confidential Information information at least as diligent as such the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts, and (iii) cooperate with any efforts by the Disclosing Party, at the Disclosing Party’s request and expense, to secure confidential treatment of such Confidential Information. In any event, Disclosure by the Parties agree to take all reasonable action to avoid disclosure Receiving Party of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information in accordance with any of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Section 11.3 shall not, in and of itself, cause the information so disclosed to cease to be treated as Confidential Information under this Agreement, except to the extent that, by virtue of disclosure by the Receiving Party in full compliance with this Section 11.3, such information becomes generally known or available.

Authorized Disclosure. The Receiving Notwithstanding Section 6.1, a Party may disclose Confidential Information belonging to of the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by Prosecuting and Maintaining Patent Rights in accordance with this Agreement; provided that the non-filing Party whose Confidential Information is being disclosed is given a reasonable opportunity to review the proposed disclosure of such Confidential Information and the filing Party considers in good faith any comments provided by the non-filing Party; (b) prosecuting communicating and making filings with Regulatory Authorities or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) otherwise complying with Applicable applicable Laws or regulations (including regulations promulgated by securities exchanges) submitting information to tax or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information other governmental authorities; provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event if a Party is required by Law to make a any public disclosure of Confidential Information of the other Party’s Confidential Information pursuant , to Sections 10.2(b), (c), or (d)the extent it may legally do so, it will, except where impracticable, will give at least thirty (30) days’ reasonable advance written notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use prior to protect its own confidential informationdisclosure (whether through protective orders or otherwise), but in no event less than reasonable efforts. In any event, and shall disclose only that portion of the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant which is legally required to Sections 10.2(b), be disclosed; (c)) for Regulatory Approval of Licensed Products or to research, develop, make, have made, use, have used, offer to sell, sell, import, export, Commercialize or otherwise exploit Licensed Products in accordance with this Agreement; (d) will remain the Confidential Information of the Disclosing Party and subject to Section 6.4(b), to its Affiliates, and to prospective and actual acquirers, lenders, licensees, and sublicensees, and to each of their employees, consultants, contractors, agents, accountants, lawyers, advisors, investors and underwriters, in each case only on a need to know basis, each of whom, in the restrictions case of Third Parties, prior to disclosure must be bound by written or professional ethical obligations of confidentiality and non-use equivalent in scope to those set forth in this AgreementArticle 6 and a disclosing Party shall be responsible for any breach of confidentiality by a receiving Party under this Section 6.3(d), including Century CMO; or (e) to the foregoing provisions of this Article 10extent mutually agreed to in writing by the Parties.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 11.1, a Party may disclose the other Party’s Confidential Information belonging and the terms of this Agreement to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancesextent: (a) such disclosure is reasonably necessary: (i) for the filing or prosecuting prosecution of Patents as permitted contemplated by this Agreement; (ii) in connection with regulatory filings for the Product; or (ii) for the prosecuting or defending litigation as contemplated by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; such disclosure is reasonably necessary: (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (di) to its Sublicensees such Party’s directors, attorneys, independent accountants or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and financial advisors on a “need-to-know” basis in order for the Receiving Party sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to exercise its rights or fulfill its provide advice to the receiving Party, provided that in each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations under consistent with those contained in this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or or (eii) to bona fide actual or potential and actual investors, acquirors, merger partnerslicensors, licensees, and collaborators or other business or financial or commercial partners (including royalty financing partners) solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or license, collaboration, financing or other business transaction; provided that in each such case under written obligations of on the condition that such disclosees are bound by confidentiality and non-use at least as stringent as obligations consistent with those herein.contained in the Agreement; or (fc) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information. Notwithstanding the foregoingany other provision hereof, in the event a Party is required to make a disclosure of who discloses the other Party’s Confidential Information or the terms of this Agreement to a Third Party pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30Section 11.3(b) days’ advance notice shall be liable to the other Party if such Third Party violates the terms of such disclosure, reasonably consider the comments its confidentiality obligation or any of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions terms set forth in this Agreement, including the foregoing provisions of this Article 10Agreement as if such Third Party was a party hereto.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only solely to the extent such disclosure is reasonably necessary in connection with the following instancesfollowing: (a) filing or prosecuting Patents Prosecuting Patent Rights as permitted by this Agreement; (b) prosecuting in connection with regulatory filings for Licensed Biclonics and/or Products that such Party has a license or defending litigation, including responding right to a subpoena in a Third-Party litigationdevelop hereunder; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated defending litigation as permitted by securities exchanges) or court or administrative ordersthis Agreement; (d) complying with applicable court orders or governmental regulations; (e) disclosure to its Sublicensees or prospective Affiliates, Sublicensees, Distributors, Third-Third Party Partners, subcontractors or prospective subcontractors, payors, consultants, agentsclinical or non-clinical institutions, and advisors consultants (including their potential entities) on a “need-to-know” need to know basis in order and only for the Receiving Party to exercise its rights or fulfill its purposes of performance of such Party’s obligations under this Agreement, and provided, in each of whom prior case, that any such Affiliate, Sublicensee, or Third Party subcontractor, clinical or non-clinical institutions, and consultants (including their potential entities) agrees to disclosure must be bound by obligations similar terms of written confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than at least equivalent in scope to those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (ef) disclosure to bona fide existing or potential and actual Third Party investors, acquirors, merger partners, licenseesacquirers, and other financial or commercial partners professional advisors (including lawyers, accountants, and investment bankers) solely for as reasonably necessary in the purpose context of evaluating or carrying out an actual or a potential investmenttransaction to which the Confidential Information is material, acquisitionprovided, or collaboration, in each case under written obligations that any such Third Party agrees to be bound by similar terms of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) set forth in this Article 10. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 10.3(d) or (df), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosureplanned disclosure and use reasonable efforts to secure, reasonably consider the comments of or to assist the other Party with respect in securing, confidential treatment of and/or a protective order regarding such information. In the case of authorized disclosure set forth in Section 10.3(a) through (f) above such Party shall disclose only such Confidential Information of such other Party as is required to limiting such disclosurebe disclosed. The receiving Party of Confidential Information shall take all steps reasonably necessary, and use efforts including obtaining an order of confidentiality or redacting financial terms of conditions of this Agreement, to secure ensure the continued confidential treatment of such Confidential Information at least Information. Each Party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this Agreement as diligent as required under the regulations of Securities and Exchange Commission in the US or similar regulatory agency in any other country including requests for confidential information or proprietary information of either Party to be included in any such Party would use to protect its own confidential information, but in no event less than reasonable effortsdisclosure. In any event, the Parties agree to take all reasonable action to avoid Authorized disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party pursuant to this Section 10.3 shall not be deemed exceptions pursuant to Section 10.2 unless and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10until publicly available.

Authorized Disclosure. The To the extent (and only to the extent) that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) 5.3.1 prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with 5.3.2 subject to Sections 5.4 and 5.5, required by Applicable Laws or regulations (including without limitation the rules and regulations promulgated by of the U.S. Securities and Exchange Commission or any national securities exchangesexchange) or court or administrative orders;and with judicial process; and (d) 5.3.3 to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, Affiliates in connection with the performance of this Agreement and advisors solely on a “need-to-know” basis know basis; to potential or actual collaborators (including without limitation actual and potential Licensees), who prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in order for this Article 5; to potential or actual investment bankers, investors, lenders, acquirers, merger partners or other potential financial partners, and their attorneys and agents), who prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the Receiving Party to exercise its rights obligations set forth in this Article 5; or fulfill its obligations under this Agreementemployees, independent contractors (including without limitation contract research organizations, contract manufacturing organizations, consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 105; provided, however, that, in each of the above situations, that the Receiving Party will remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 5.3.3 to treat such Confidential Information as required under this Article 10; or 5. If and whenever any Confidential Information is disclosed in accordance with this Section 5.3, such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (e) other than in breach of this Agreement). Where reasonably possible and subject to bona fide potential Sections 5.4 and actual investors5.5, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose Receiving Party will notify the Disclosing Party in writing of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required Receiving Party’s intent to make a such disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice 5.3.1–5.3.3 sufficiently prior to making such disclosure so as to allow the other Disclosing Party of such disclosure, reasonably consider adequate time to take whatever action appropriate to protect the comments confidentiality of the other Party with respect to limiting information while still permitting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of cooperate with the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10such efforts.

Authorized Disclosure. The Receiving Notwithstanding Section 10.1, each Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancesto: (a) filing file or prosecuting Patents prosecute patent applications as permitted contemplated by this Agreement; (b) prosecuting prosecute or defending litigation, including responding to a subpoena in a Third-Party defend litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated exercise its rights and perform its obligations hereunder; provided that such disclosure is covered by securities exchanges) or court or administrative ordersterms of confidentiality similar to those set forth herein; (d) subject to the remainder of this Section 10.2, its Sublicensees advisors (including financial advisors, attorneys and accountants), actual or prospective Sublicenseespotential acquisition partners, Distributors, Third-Party Partners, subcontractors financing sources or prospective subcontractors, payors, consultants, agents, investors and advisors underwriters on a “need-to-know” basis in order for the Receiving Party need to exercise its rights or fulfill its obligations under this Agreement, each know basis; provided that such disclosure is covered by terms of whom prior Confidentiality similar to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10herein (which may include professional ethical obligations); or (e) comply with Applicable Law. In addition to bona fide potential and actual investorsthe foregoing, acquirors, merger partners, licensees, and other financial or commercial partners solely for Vertex may disclose Company’s Confidential Information to Third Parties in connection with the purpose of evaluating or carrying out an actual or potential investmentResearch, acquisitionDevelopment, Manufacture or collaboration, in each case under written obligations Commercialization of confidentiality and non-use at least as stringent as Capsids or Products; provided that such disclosure is covered by terms of Confidentiality similar to those set forth herein. (f) Notwithstanding the foregoing, in the event . If a Party is required deems it reasonably necessary to make a disclosure of disclose Confidential Information belonging to the other Party’s Confidential Information Party pursuant to Sections 10.2(b) or 10.2(e), (c), or (d), it the Disclosing Party will, except where impracticableto the extent possible, give at least thirty (30) days’ reasonable advance notice of such disclosure to the other Party of such disclosure, reasonably consider the comments of the other Party with respect and take reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as such Party would use information. Notwithstanding anything to protect its own confidential informationthe contrary contained herein, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of may Company disclose Vertex’s Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing any Third Party and subject to the restrictions set forth [***] engaged in this Agreement, including the foregoing provisions of this Article 10[***].

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of Synthetic Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, in each case under written as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this AgreementProsecuting Patents; (b) prosecuting Regulatory Filings and obtaining Regulatory Approvals; (c) Prosecuting or defending litigation, including responding to a subpoena in a Third-Party third party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) subject to its Sublicensees Section 9.5, complying with Laws (including the rules and regulations of the Securities and Exchange Commission or prospective Sublicenseesany national securities exchange) and with judicial process, Distributorsif in the reasonable opinion of the Receiving Party’s counsel, Third-Party Partnerssuch disclosure is necessary for such compliance; and (e) disclosure, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors solely on a “need-to-knowneed to know basis,” basis to Affiliates, any Third Party that is party to any Third Party agreement set forth in order for Schedule A or Schedule B, potential and future collaborators (including Sublicensees), potential or actual acquirers, merger partners, or assignees permitted under Section 13.4, potential or actual research and Development (or, with respect to Confidential Information deemed to belong to both Parties under the Receiving Party to exercise its rights or fulfill its obligations under terms of this Agreement, development) collaborators, subcontractors, investment bankers, investors, lenders, or other potential financial partners, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 109; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Information pursuant to this Section 10.2 9.3(e) to treat such Confidential Information as required under this Article 109; or (e) provided further that, with respect to bona fide potential and actual investorsany disclosure pursuant to a Third Party agreement set forth on Schedule A or Schedule B, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under Receiving Party must give the Disclosing Party prior written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding notice that the foregoing, in the event a Receiving Party is required intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, including identifying the Third Party to whom the disclosure will be made. If and whenever any Confidential Information is disclosed in accordance with this Section 9.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably consider possible and subject to Section 9.5 and other than pursuant to Section 9.3(e), the comments Receiving Party shall notify the Disclosing Party of the other Receiving Party’s intent to make such disclosure pursuant to this Section 9.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to limiting such disclosure, and use efforts to secure ensure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Notwithstanding Section 16.1, each Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instancesto: (a) filing 16.2.1 file or prosecuting Patents prosecute patent applications as permitted contemplated by this Agreement; (b) prosecuting 16.2.2 prosecute or defending litigation, including responding to a subpoena in a Third-Party defend litigation; (c) complying with Applicable Laws 16.2.3 allow its Affiliates and actual or regulations (including regulations promulgated by securities exchanges) potential Sublicensees and actual or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseespotential Subcontractors, Distributorsin each case, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill perform its obligations under this Agreement, each of whom prior to ; provided that such disclosure must be bound is covered by obligations terms of confidentiality and restrictions on use of such Confidential Information that are no less at least as restrictive than as those set forth in herein; 16.2.4 subject to the remainder of this Article 10Section 16.2, share with its advisors (including financial advisors, attorneys and accountants), actual or potential acquisition partners, financing sources or investors and underwriters on a need to know basis; providedprovided that such disclosure is covered by terms of confidentiality similar to those set forth herein (which may include professional ethical obligations); or 16.2.5 comply with Applicable Law (including to obtain and maintain Marketing Approvals for a Licensed Product); provided that with respect to Sections 16.2.1, however, that, in each of the above situations16.2.2 or 16.2.4, the Receiving Party will remain responsible for notify the Disclosing Party of the Receiving Party’s intent to make any failure by disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed. Notwithstanding anything to the contrary contained herein, in no event may Kymera disclose Sanofi’s Confidential Information to any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual including any of Kymera’s investors, acquirorscollaborators or licensees) engaged in the research, merger partnersdevelopment, licenseesmanufacture or commercialization of pharmaceutical products, and other financial or commercial partners solely for the purpose of evaluating or carrying out an than to actual or potential investment, acquisition, or collaborationSubcontractors. Notwithstanding anything to the contrary contained herein, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the no event a Party is required to make a disclosure of the other Partymay Sanofi disclose Kymera’s Confidential Information pursuant to Sections 10.2(b)any Third Party (including any of Sanofi’s investors, (c)collaborators or licensees) engaged in the research, development, manufacture or (d)commercialization of pharmaceutical products, it will, except where impracticable, give at least thirty (30) days’ advance notice other than to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), actual or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10potential Subcontractors or Sublicensees.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents as permitted by regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this AgreementAgreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of Oragenics Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Notwithstanding the foregoing provisions of Section 6.1: 6.2.1. OpenBiome may disclose Confidential Information belonging to Xxxxx or any of its Affiliates to the extent such disclosure is necessary (a) to Governmental Authorities to obtain or maintain INDs or Regulatory Approvals for any OpenBiome Royalty Product within the LMIC Territory or (b) to file, prosecute and maintain patents and patent applications in relation to OpenBiome Royalty Products; 6.2.2. each Party may disclose Confidential Information belonging to the Disclosing other Party only or any of its Affiliates to the extent such disclosure is reasonably necessary in connection with litigation directly related to an OpenBiome Royalty Product in the following instances: (a) filing or prosecuting Patents as permitted by this AgreementLMIC Field; (b) prosecuting 6.2.3. each Party may disclose Confidential Information belonging to the other Party or defending litigation, including its Affiliates to the extent such disclosure is necessary in responding to a subpoena valid order of a court of competent jurisdiction or other competent governmental authority; provided that if practicable, the Receiving Party will first have given to the Disclosing Party notice and a reasonable opportunity to quash the order or obtain a protective order requiring that the Confidential Information be held in confidence or used only for the purpose for which the order was issued; and provided further that if such order is not quashed or a Third-Party litigationprotective order is not obtained, the Confidential Information disclosed will be limited to the information that is legally required to be disclosed; 6.2.4. each Party may, on a need-to-know basis, disclose Confidential Information belonging to the other Party (cincluding the terms of the Agreement) complying to any Affiliate, Sublicensee, potential Sublicensee, or acquirer, buyer or potential acquirer or buyer of such Disclosing Party’s business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation or otherwise), in each case, who has agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information that are at least as restrictive as those set forth in this Article 6 and provided that the Party disclosing Confidential Information belonging to the other Party pursuant to this Section shall be responsible and liable for any breaches of confidentiality by the third party to whom it discloses such Confidential Information; 6.2.5. each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is necessary in order to comply with Applicable Laws or regulations Law (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information ); provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situationsif practicable, the Receiving Party will remain responsible for any failure by any Third first have given to the Disclosing Party who receives notice and a reasonable opportunity to obtain a protective order requiring that the Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial be held in confidence or commercial partners solely used only for the purpose set forth in the Applicable Law; and provided further that if such protective order is not obtained, the Confidential Information disclosed will be limited to the information that is legally required to be disclosed; and 6.2.6. each Party may disclose to its Affiliates and Third Parties a redacted copy of evaluating this Agreement, only on a need-to-know basis and solely in connection with the performance by such Party of its obligations or carrying out an actual the exercise of its rights under this Agreement or potential investmentas evidence of its rights under this Agreement, acquisitionprovided that each disclosee, or collaborationprior to any such disclosure, in each case under written must be bound by obligations of confidentiality and non-use at least as stringent protective as those hereinset forth in this Article 6. (f) 6.2.7. Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b)6.2.1, (c)6.2.2, 6.2.3, 6.2.5, or (d)6.3, it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such Confidential Information information at least as diligent diligently as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder, except as permitted under this Agreement. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the under this Section 6.2 shall still be deemed Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 106.

Authorized Disclosure. The Notwithstanding the provisions of Section 9.1.1, the Receiving Party and its Recipients may disclose Confidential Information belonging to the Disclosing Party to the extent that such disclosure is reasonably necessary: (a) to comply with applicable governmental laws, court orders, and regulations (including Applicable Laws or any rule or regulation or the requirements of a national securities exchange or another similar regulatory body); (b) to make filings and submissions to, or correspond or communicate with, any Government Authority; or (c) to potential or actual investment bankers, investors, lenders, or acquirers, who have a need to know such information and who are bound by written confidentiality obligations no less stringent than those set forth in this Section 9.1. In the event that the Receiving Party or its Recipients, as applicable, deem it reasonably necessary to disclose Confidential Information belonging to the Disclosing Party pursuant to this Section 9.1.3, the Receiving Party shall, (i) to the extent possible, provide the Disclosing Party with reasonable advance notice of such disclosure and take reasonable measures to ensure confidential treatment of such information, including by allowing the Disclosing Party to review and, if permitted under Applicable Laws, regulations and court orders, make redactions to any such disclosure; and (ii) only disclose such Confidential Information to the extent of such necessity or requirements, and no such disclosure shall cause any such information to cease to be Confidential Information hereunder, except to the extent such disclosure results in a public disclosure of such information. In addition, the Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant is performing diligence in connection with a transaction with the Receiving Party (including potential Sublicensees and licensees), provided that each such Third Party has signed a written confidentiality agreement with the Receiving Party relating to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for no less strict than the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions terms of this Article 10Section 9.1.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (a) 11.3.1 filing or prosecuting Patents as permitted by this Agreementpatents; (b) 11.3.2 regulatory filings, including any Approvals or applications therefor; 11.3.3 prosecuting or defending litigation, including responding provided it has used good faith and diligent efforts to obtain a subpoena in a Third-Party litigationprotective order for such Confidential Information; (c) 11.3.4 subject to Section 11.4, complying with Applicable applicable Laws (including, without limitation, the rules and regulations of the Securities and Exchange Commission or regulations any national securities exchange) and with judicial process, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 11.3.5 disclosure, in connection with the performance of this Agreement and solely on a “need to know basis”, to Affiliates, potential collaborators (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseespotential co-marketing and co-promotion contractors), Distributorsresearch collaborators, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 1011; provided, however, that, in each of that the above situations, the Receiving receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 Article 11 to treat such Confidential Information as required under this Article 1011; orand (e) 11.3.6 made by such Party to bona fide existing or potential acquirers or merger candidates; investment bankers; public and actual private sources of funding; existing or potential investors, acquirors, merger partners, licensees, and venture capital firms or other financial institutions or commercial partners solely investors for the purpose purposes of evaluating or carrying out obtaining financing, provided that such Party has used good faith and diligent efforts to secure an actual or potential investment, acquisition, or collaboration, in each case under written agreement from any such Third Party to be bound by obligations of confidentiality and non-restrictions on use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunderthat are no less restrictive than the obligations in this Agreement. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the If and whenever any Confidential Information is disclosed in accordance with this Section 11.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of the Disclosing Party such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the restrictions set forth in receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to this Agreement, including Section 11.3 sufficiently prior to making such disclosure so as to allow the foregoing provisions disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of this Article 10the information.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party only as follows: (i) under appropriate confidentiality provisions at least as restrictive as those set forth in this Agreement, in connection with the performance of its obligations or exercise of rights granted in this Agreement (including the rights to commercialize products and to grant licenses and sublicenses hereunder); or (ii) to the extent such disclosure is reasonably necessary necessary, in the following instances: (a) opinion of the Receiving Party’s counsel, in filing or prosecuting Patents as permitted by this Agreement; (b) patent, copyright and trademark applications, prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws applicable governmental regulations, obtaining regulatory approval, or regulations (including regulations promulgated as otherwise required by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicenseeslaw; provided, Distributorshowever, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on that if a “need-to-know” basis in order for the Receiving Party is required by law or regulation to exercise make any such disclosure of a Disclosing Party’s Confidential Information it will give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its rights or fulfill its obligations under this Agreement, each of whom prior reasonable efforts to disclosure must be bound by obligations of confidentiality and restrictions on use secure confidential treatment of such Confidential Information that are no less restrictive than required to be disclosed; or (iii) in communication with its agents, consultants, lawyers, or advisors on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those set forth of this Agreement; or (iv) to the extent mutually agreed in this Article 10writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party will shall remain responsible for any failure by any Third Party Person who receives the Confidential Information pursuant to this Section 10.2 7.3 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts7. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.EXECUTION COPY Confidential

Authorized Disclosure. The Receiving (a) Either Party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party only or to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting Patents as permitted by this Agreement; (bi) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (cii) complying with Applicable Laws or regulations (applicable laws and regulations, including regulations promulgated by securities exchanges) or court or administrative orders; (diii) to its Sublicensees complying with a valid order of a court of competent jurisdiction or prospective Sublicenseesother Governmental Authority; (iv) for regulatory, Distributorstax or customs purposes; (v) for audit purposes, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided that each recipient of whom prior to disclosure Confidential Information must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written customary obligations of confidentiality and non-use at least prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or (vii) disclosure to its legal and financial advisors, and to any actual or prospective acquirers, investors, collaborators and lenders (as stringent well as those hereinand to their respective legal and financial advisors who are obligated to keep such information confidential) provided that the Receiving Party will be responsible for any disclosure of Confidential Information by any such Person inconsistent with the confidentiality obligations owed by the Receiving Party hereunder. (fb) Notwithstanding the foregoing, in the event a the Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 10.2(b7.02(a)(i), (cii), (iii) or (div), it will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Disclosing Party of such disclosure, reasonably consider disclosure and cooperate with the comments Disclosing Party to minimize the scope of such disclosure to the other Party with respect to limiting such disclosureextent so permitted by applicable law, and use reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential disclosed information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances, or to the extent permissible under the other applicable provisions of this Agreement: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting Patents defending Patent Rights as permitted by this Agreement; (b) as reasonably required in generating Regulatory Documentation and filing for and obtaining Regulatory Approvals as permitted by this Agreement; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Third Party litigation; (cd) subject to Section 9.4, complying with Applicable Laws or regulations Law (including regulations promulgated by securities exchanges) or court or administrative orders; (de) complying with any obligation under this Agreement; (f) in communications with existing or bona fide prospective investors, consultants and advisors of the Receiving Party in connection with financing transactions or bona fide prospective financing transactions, in each case on a “need-to-know” basis and under a written agreement containing confidentiality provisions that are consistent with those set forth in this Agreement; provided that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Third Party who receives Confidential [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. Information pursuant to this Section 9.3(f); provided further, however, that this Section 9.3(f) does not apply to the disclosure by Protagonist of Collaboration Information (other than the terms of this Agreement) during the Term (or, if the Opt-In Effective Date occurs, after the Term) to any bona fide prospective investor that is, or is an Affiliate of, a pharmaceutical or biotechnology company, except to the extent required and when required, in the reasonable opinion of Protagonist’s counsel, to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or the Nasdaq Stock Market or similar security regulatory authorities or stock market in other countries or other Applicable Law; (g) to its Sublicensees Affiliates and existing or prospective Sublicensees(sub)licensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, agents and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of under a written agreement containing confidentiality and restrictions on use of such Confidential Information provisions that are no less restrictive than consistent with those set forth in this Article 10Agreement; provided, however, that, in each of the above situations, provided that the Receiving Party will shall remain responsible for any failure violation of such confidentiality provisions by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 9.3(g); and provided, further, however, that this Section 9.3(g) does not apply to treat such the disclosure by Protagonist of any Confidential Information as required under of Xxxxxxx (other than the terms of this Article 10Agreement) during the Term (or, if the Opt-In Effective Date occurs, after the Term) to any prospective (sub)licensee that is, or is an Affiliate of, a pharmaceutical or biotechnology company; or (eh) by either Party to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial one or commercial partners solely for the purpose of evaluating or carrying out more Third Parties regarding an actual or potential investmentChange of Control of such Party, acquisitioneach of whom prior to disclosure must be bound under a written agreement containing confidentiality provisions that are consistent with those set forth in this Agreement; provided that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 9.3(h); provided, further, however that this Section 9.3(h) does not apply to the disclosure by Protagonist of Collaboration Information (other than the terms of this Agreement) during the Term (or, if the Opt-In Effective Date occurs, after the Term) to a Third Party that is, or collaborationis an Affiliate of, in each case under written obligations of confidentiality a pharmaceutical or biotechnology company unless and until such Third Party has provided Protagonist with a non-use at least as stringent as those herein. binding written proposal (fincluding financial consideration) for such a transaction and Protagonist’s board of directors has determined to engage in negotiations with such Third Party with respect to such proposal. If and whenever any Confidential Information is disclosed in accordance with this Section 9.3, such disclosure shall not cause any such information to cease to be Confidential Information for purposes of this Agreement, except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement). Notwithstanding the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. foregoing, (x) in the event a Party is required intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), Section 9.3(c) or (dSection 9.3(d), it will, except where impracticableimpracticable or not legally permitted, give at least thirty (30) days’ [ * ] advance notice (or, if [ * ] notice is not possible under the circumstances, reasonable advance notice) to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use not less than the same efforts to secure confidential treatment of such Confidential Information at least information as diligent as such Party it would use to protect its own confidential information, information from disclosure (but in no event less than reasonable efforts. In any event, ); and (y) in the Parties agree event Protagonist intends to take all reasonable action to avoid make a disclosure of Collaboration Information or Xxxxxxx’x Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(bSection 9.3(f), (c9.3(g) or 9.3(h), it will give [ * ] notice of such disclosure to Xxxxxxx (which need not include the name of the party accessing Collaboration Information or (d) will remain the Xxxxxxx’x Confidential Information or the nature of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10transaction being contemplated).

Authorized Disclosure. The Receiving Notwithstanding any other provision of this Agreement, each Party may disclose particular Confidential Information belonging to of the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this AgreementPatent Rights pursuant to Section 6.2(c); (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws Law or the rules or regulations (including regulations promulgated by of any securities exchanges) or court or administrative ordersexchange on which such Party’s stock is listed; (d) disclosure, in connection with the performance of this Agreement, to its Sublicensees or prospective SublicenseesAffiliates, Distributorspermitted (sub)licensees, Third-Party Partnerscontractors, subcontractors or prospective subcontractorsIRBs, payorsCROs, academic institutions, consultants, agents, investigators, and advisors on a “need-to-know” basis in order for employees and contractors engaged by Study Sites and investigators involved with the Receiving Party to exercise its rights or fulfill its obligations under this AgreementCombined Therapy Clinical Trials, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations terms of confidentiality and non-use at least as stringent protective of Confidential Information as those herein.set forth in this Article 8; (e) disclosure of the Combined Therapy Study Data, Combined Therapy Inventions and Combined Therapy Patent Rights to Regulatory Authorities in connection with the development of the Combined Therapy, Olema Study Drug or the Novartis Study Drugs; (f) disclosure of relevant safety information contained within the Combined Therapy Study Data to investigators, IRBs and/or ethics committees and Regulatory Authorities that are involved in other clinical trials of Olema Study Drug with respect to Olema, and the Novartis Study Drugs with respect to Novartis, and, in the event of a Material Safety Issue, to Third Parties that are collaborating with Olema or Novartis, respectively in the conduct of such other clinical trials of Olema Study Drug or the Novartis Study Drugs, in each case solely to the extent necessary for the conduct of such clinical trials and/or to comply with Applicable Law and regulatory requirements; and (g) disclosure of Combined Therapy Study Data, Combined Therapy Inventions and Combined Therapy Patent Rights, and the terms of this Agreement, to prospective (sub)licensees, strategic partners, acquirers, or merger partners, and their respective professional advisors, in connection with discussions of a possible transaction with the disclosing Party and solely for use in due diligence review and evaluation in connection with the negotiation of such transaction, and provided that such recipients must be bound by terms of confidentiality and non-use at least as protective of Confidential Information as those set forth in this Article 8. Notwithstanding the foregoing, in the event if a Party is required or otherwise intends to make a disclosure of the any other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (dSection 8.3(b) and/or Section 8.3(c), it will, except where impracticable, shall give at least thirty (30) days’ advance notice to the such other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, impending disclosure and use efforts endeavor in good faith to secure confidential treatment of such Confidential Information at least as diligent as and/or reasonably assist the Party that owns such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), in seeking a protective order or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10other confidential treatment.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing disclosing Party only to the extent the receiving Party determines such disclosure is reasonably necessary in the following instancessituations: (a) filing prosecuting or prosecuting Patents as permitted by defending litigation relating to this Agreement; (b) prosecuting or defending litigationin the case of VIVUS as the receiving Party, including responding subject to a subpoena in a Third-Party litigationprior written notice to Auxilium, disclosure to MTPC as required pursuant to the MTPC Agreement; (c) complying with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) in the case of VIVUS as the receiving Party, disclosure to its Sublicensees or prospective Sublicenseeslicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agentssublicensees, and advisors collaborators with respect to the Product outside the Territory or outside the Field, but solely to the extent that such Confidential Information (i) raises any material concerns regarding the safety or efficacy of any Product; (ii) indicates or suggests a potential material liability of either VIVUS or the applicable licensee, sublicensee, or collaborator to Third Parties in connection with any Product; (iii) is reasonably likely to lead to a recall or market withdrawal of any Product; or (iv) relates to any Product and is reasonably likely to have a material impact on a “need-to-know” basis Regulatory Approval, Pricing Approval, or the Commercialization of any Product in order for the Receiving Party to exercise its rights such licensee’s, sublicensee’s, or fulfill its obligations under this Agreement, collaborator’s territory; provided that each of whom prior to disclosure such Person must be bound by obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive stringent than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Sections 11.1 prior to any such disclosure (it being understood that receiving Party will remain responsible shall be liable for any failure breach of such confidentiality and non-use obligations by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; orPerson); (ed) disclosure to bona fide potential the receiving Party’s Affiliates’ and actual investorstheir respective directors, acquirorsofficers, merger partnersemployees, licenseesconsultants, attorneys, professional advisors, bankers, lenders, insurers, sublicensees, suppliers and other financial or commercial partners distributers only on a need-to-know basis and solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, as necessary in connection with this Agreement; provided that each case under written such Person must be bound by obligations of confidentiality and non-use at least as stringent on substantially similar terms as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this AgreementSections 11.1 prior to any such disclosure (it being understood that receiving Party shall be liable for any breach of such confidentiality and non-use obligations by any such Person); and (e) disclosure to any bona fide potential or actual investor, including acquirer, merger partner, or other potential or actual financial partner (and/or their respective consultants, attorneys, professional advisors) on a need-to-know basis and solely for the foregoing provisions purpose of this Article 10evaluating a potential investment, acquisition, merger, or similar transaction; provided that each such Person must be bound by obligations of confidentiality and non-use on substantially similar terms as those set forth in Sections 11.1 prior to any such disclosure (it being understood that the receiving Party shall be liable for any breach of such confidentiality and non-use obligations by any such Person).

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party or any of its Affiliates may use and disclose Confidential Information belonging to of the Disclosing Party only or any of its Affiliates as follows: 8.2.1 to its Affiliates, its Sublicensees (solely with respect to Licensee), and its and their respective employees, consultants, contractors, subcontractors, agents, legal advisors and financial advisors (all the foregoing, collectively, “Representatives”) who need to know such Confidential Information for purposes of the Receiving Party performing its obligations or exercising its rights under this Agreement, each of which Representatives shall, prior to such disclosure, be subject to written obligations, or professional ethical obligations, substantially similar to those in the Agreement, and the Receiving Party shall remain responsible for any failure by its Representatives to treat such Confidential Information as required under this ARTICLE 8; 8.2.2 except as set forth in Section 8.2.1, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement, provided, that such Confidential Information is disclosed under appropriate confidentiality provisions substantially similar to those in this Agreement and the Receiving Party shall remain responsible for any failure by any such recipient to treat such Confidential Information as required under this ARTICLE 8; 8.2.3 to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by Prosecution and Maintenance of Patent Rights in a manner not inconsistent with this Agreement; (b) , prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) complying with Applicable Laws or regulations applicable Law (including the rules and regulations promulgated of any stock exchange or NASDAQ), preparing and submitting filings to Regulatory Authorities consistent with this Agreement or is otherwise required by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for Law; except that if the Receiving Party or any of its Affiliates is required by Law to make any such disclosure of a Disclosing Party’s (or any of its Affiliates’) Confidential Information (other than a disclosure to a Regulatory Authority in a filing required by Law) the Receiving Party will, to the extent practicable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and shall furnish only that portion of the Disclosing Party’s (or its Affiliate’s) Confidential Information that the Receiving Party or its Affiliate is legally required to furnish; 8.2.4 by INFI to any Third Party Grantor in order to exercise its INFI’s rights or fulfill its comply with INFI’s obligations under the INFI Third Party Agreement, and Licensee agrees and acknowledges that such Third Parties shall not be bound to any confidentiality or non-use information with respect to Licensee’s Confidential Information other than as set forth in the relevant INFI Third Party Agreement; 8.2.5 by INFI to any counterparty to any INFI Product Related Contract to the extent reasonably necessary to comply with INFI’s obligations under this AgreementAgreement with respect to such INFI Product Related Contract, each of whom prior to disclosure must and Licensee agrees and acknowledges that such Third Parties shall not be bound by obligations of to any confidentiality and restrictions on or non-use of such information with respect to Licensee’s Confidential Information that are no less restrictive other than those as set forth in this Article 10; providedthe relevant INFI Product Related Contract; 8.2.6 except as set forth in Section 8.2.1 or Section 8.2.4, howeverin communications with existing or prospective acquirers, thatmerger partners, investors, financing sources, advisors, licensees, sublicensees or collaborators or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of the above situationsthis Agreement, and the Receiving Party will shall remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 of the foregoing to treat such Confidential Information as required under this Article 10ARTICLE 8; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice 8.2.7 to the other Party of such disclosure, reasonably consider the comments of the other Party with respect extent agreed to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of writing by the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10Party.

Authorized Disclosure. The Receiving Notwithstanding Section 6.1, a Party may disclose Confidential Information belonging to of the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by Prosecuting and Maintaining Patent Rights in accordance with this Agreement; provided that the non-filing Party whose Confidential Information is being disclosed is given a reasonable opportunity to review the proposed disclosure of such Confidential Information and the filing Party considers in good faith any comments provided by the non-filing Party; (b) prosecuting communicating and making filings with Regulatory Authorities or defending litigation, including responding to a subpoena in a Third-Party litigation; (c) otherwise complying with Applicable applicable Laws or regulations (including regulations promulgated by securities exchanges) submitting information to tax or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information other governmental authorities; provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event if a Party is required by Law to make a any public disclosure of Confidential Information of the other Party’s Confidential Information pursuant , to Sections 10.2(b), (c), or (d)the extent it may legally do so, it will, except where impracticable, will give at least thirty (30) days’ reasonable advance written notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use prior to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b(whether through protective orders or otherwise), ; (c)) for Regulatory Approval of Licensed Products or to research, develop, make, have made, use, have used, offer to sell, sell, import, export, Commercialize or otherwise exploit Licensed Products in accordance with this Agreement; (d) will remain to its Affiliates, and to prospective and actual acquirers, lenders, licensees, and sublicensees, and to each of their employees, consultants, contractors, agents, accountants, lawyers, advisors, investors and underwriters, on a need to know basis, each of whom, in the Confidential Information case of the Disclosing Party Third Parties, prior to disclosure must be bound by written or professional ethical obligations of confidentiality and subject non-use equivalent in scope to the restrictions those set forth in this Agreement, including Article 6; or (e) to the foregoing provisions of this Article 10extent mutually agreed to in writing by the Parties.

Authorized Disclosure. The Receiving A Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to the other Party: (a) filing Filing or prosecuting Patents as permitted by relating to Sole Inventions, Joint Inventions or Products, in each case pursuant to activities under this Agreement, provided that the non-filing Party is given a reasonable opportunity to review the extent and necessity for its Confidential Information to be included prior to submission of any patent application; (b) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigationRegulatory filings; (c) complying with Applicable Laws Prosecuting or regulations (including regulations promulgated by securities exchanges) or court or administrative ordersdefending litigation; (d) Complying with applicable governmental laws and regulations; and (e) Disclosure, in connection with the performance of this Agreement, to its Sublicensees or prospective SublicenseesAffiliates, Distributorspotential collaborators, Thirdpartners, and licensees (including potential co-Party Partnersmarketing and co-promotion contractors), subcontractors or prospective subcontractorsresearch collaborators, payorspotential investment bankers, investors, lenders, and investors, employees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 11. The Parties acknowledge that the terms of this Agreement shall be treated as stringent as those herein. (f) Notwithstanding the foregoing, in the event Confidential Information of both Parties. Such terms may be disclosed by a Party is required to make individuals or entities covered by 8.3(e) above, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 11. In addition, a disclosure copy of this Agreement may be filed by either Party with the other Securities and Exchange Commission in connection with any public offering of such Party’s Confidential Information pursuant securities. In connection with any such filing, such Party shall endeavor to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure obtain confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential economic and trade secret information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except as permitted hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by patent applications in accordance with this Agreement; (b) prosecuting communicating with Regulatory Authorities as necessary for the Development or defending litigation, including responding to Commercialization of a subpoena Product in a Third-Party litigationcountry, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) complying disclosure, in connection with Applicable Laws or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, the performance of this Agreement and advisors solely on a “need-to-know” basis in order for the Receiving Party know basis, to exercise its rights Affiliates, potential or fulfill its obligations under this Agreementactual collaborators (including potential Sublicensees), potential or actual investment bankers, investors, lenders, or acquirers, or employees, independent contractors or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 10ARTICLE 7; provided, however, that, in each of the above situations, that the Receiving Party will remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 ARTICLE 7 to treat such Confidential Information as required under this Article 10; orARTICLE 7; (d) disclosure pursuant to 7.3 or 7.4; (e) with the prior written consent of the Disclosing Party. If Confidential Information is disclosed in accordance with this 7.2, such disclosure will not cause any such information to bona fide potential and actual investorscease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (other than by breach of this Agreement). With respect to disclosure pursuant to clause (a) of this 7.2, acquirorsthe Receiving Party will seek to minimize the scope of the disclosure, merger partners, licenseeswill furnish only that portion of the Confidential Information which it is advised by counsel is legally required, and other financial or commercial partners solely for where reasonably possible, the purpose Receiving Party will notify the Disclosing Party of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required Receiving Party’s intent to make a such disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), clauses (c), or (d), it will, except where impracticable, give at least thirty (30a) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or through (d) will remain the Confidential Information of this 7.2 prior to making such disclosure to allow the Disclosing Party and subject adequate time to take whatever action it may deem appropriate to protect the restrictions set forth in this Agreement, including confidentiality of the foregoing provisions of this Article 10Confidential Information.

Authorized Disclosure. The Receiving obligations in Section 6.1 shall not apply with respect to any portion of the Confidential Information that the receiving Party can show by competent proof: (a) The receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent extent) such disclosure is reasonably necessary in the following instances: (ai) filing or prosecuting Patents patents as permitted by set forth in this Agreement; (bii) Company’s research, development or Commercialization (including any import, manufacture, use, offer for sale, or sale) activities, including Company’s regulatory filings, with respect to Licensed Products, including any regulatory approvals or applications therefor; (iii) prosecuting or defending litigationlitigation in relation to the Patent Rights or this Agreement, including responding to a subpoena in a Third-Third Party litigation; provided it has used [***] to obtain a protective order for such Confidential Information; (civ) subject to Section 6.4, complying with Applicable Laws or regulations applicable laws (including the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchangesexchange) and with judicial process, if in the reasonable opinion of the receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that [***], the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or court order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or administrative orderssecure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; (dv) disclosure, in connection with the performance of this Agreement and solely on a “need to its Sublicensees know basis”, to Affiliates, existing or prospective Sublicenseespotential collaborators (including existing or potential co-marketing and co-promotion contractors), Distributorsresearch collaborators, Third-Party Partners, subcontractors or prospective subcontractors, payorsemployees, consultants, or agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on non-use of such Confidential Information that are no less restrictive than those the obligations set forth in this Article 106; provided, however, that, in each of provided however that the above situations, the Receiving receiving Party will shall remain responsible for any failure by any Third Party Person who receives Confidential Information pursuant to this Section 10.2 Article 6 to treat such Confidential Information as required under this Article 106; orand (evi) made by such Party to bona fide existing or potential acquirers or merger candidates; investment bankers; public and actual private sources of funding; existing or potential investors, acquirors, merger partners, licensees, and venture capital firms or other financial institutions or commercial partners solely investors for the purpose purposes of evaluating or carrying out obtaining financing, provided that such Party has used [***] to secure an actual or potential investment, acquisition, or collaboration, in each case under written agreement from any such Third Party to be bound by obligations of confidentiality and non-restrictions on use at least as stringent as those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), that are no less restrictive than the obligations in this Agreement; and (c), or (db) will remain the If and whenever any Confidential Information is disclosed in accordance with this Section 6.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of the Disclosing Party such information (otherwise than by breach of this Agreement). Where [***] and subject to Section 6.4, the restrictions set forth in receiving Party shall notify the disclosing Party of the receiving Party’s intent to make such disclosure pursuant to this Agreement, including Section 6.3 sufficiently prior to making such disclosure so as to allow the foregoing provisions disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of this Article 10the information.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting Patents as permitted by in this Agreement; (b) prosecuting or defending litigationregulatory submissions and other filings with Governmental Authorities, including responding to a subpoena in a Third-Party litigationfilings with the Securities and Exchange Commission; (c) complying with Applicable Laws prosecuting or regulations (including regulations promulgated by securities exchanges) defending litigation or court other proceedings or administrative ordersregulatory actions; (d) complying with applicable Laws; (e) disclosure to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultantsemployees, agents, and advisors consultants, and any Third Parties (including licensees or sublicensees with which a Party is Developing or Commercializing the Product) only on a “need-to-know” know basis and solely as necessary in order for connection with the Receiving Party to exercise its rights or fulfill its obligations under performance of this Agreement, provided that in each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use case the recipient of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure must agree to be bound by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written similar obligations of confidentiality and non-use at least as stringent equivalent in scope as those herein.set forth in this Article 12 prior to any such disclosure; and (f) disclosure of the material financial terms of this Agreement to any bona fide potential investor, investment banker, acquiror, merger partner, or other potential financial partner; provided that in connection with such disclosure, the disclosing Party shall use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information and shall cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s 's Confidential Information pursuant to Sections 10.2(b), clause (c), or a) through (d)) of this Section 12.2, it willshall, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.

Authorized Disclosure. The Receiving Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the Disclosing other Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing complying with applicable laws or prosecuting Patents regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as permitted by amended. A complete copy of this Agreement;document has been filed separately with the Securities and Exchange Commission. (b) prosecuting to regulatory authorities in order to seek or defending litigationobtain approval to conduct clinical trials, including responding or to a subpoena gain regulatory approval, of ZIOPHARM Products or any products being developed by Intrexon or its other licensees and/or channel partners, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in a Third-Party litigationadvance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions; (c) complying with Applicable Laws disclosure to investors and potential investors, acquirers, or regulations (including regulations promulgated by securities exchanges) or court or administrative orders; (d) merger candidates who agree to its Sublicensees or prospective Sublicensees, Distributors, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for maintain the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information information, provided that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners disclosure is used solely for the purpose of evaluating or carrying out an actual or potential such investment, acquisition, or collaborationmerger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, in each case under written licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least as stringent as equivalent in scope to those herein. (f) Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), (c), or (d), it will, except where impracticable, give at least thirty (30) days’ advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including Article 7; and (e) disclosure of the foregoing provisions terms of this Agreement by Intrexon to collaborators and other channel partners who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 107.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party only (solely or jointly) to the extent such disclosure is reasonably necessary in the following instances: for: (a) the filing or prosecuting of any Patents as permitted by in connection with this Agreement; Agreement and in accordance with Section 8.2; (b) submissions, filings or applications and other filings with any Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to the Product or such Party; (c) prosecuting or defending litigation, including responding to a subpoena in a Third-Party litigation; ; (cd) complying with Applicable Laws or regulations (Law, including regulations promulgated by securities exchanges; (e) or court or administrative orders; (d) disclosure to its Sublicensees or prospective SublicenseesAffiliates, Distributorsemployees, Third-Party Partners, subcontractors or prospective subcontractors, payors, consultantsboard members, agents, advisors, licensees, sublicensees and advisors subcontractors, Approved CROs, Approved Vendors and other Third Party contractors engaged by either Party and Sites and their respective personnel and the Principal Investigator, the IDMC, and IRBs, in each case only on a “need-to-know” know basis and solely in order for connection with the Receiving Party to exercise its rights or fulfill its obligations under performance of this Agreement, ; provided that each of whom prior to disclosure in this subsection (e) must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in this Article 10; provided, however, that, in each of the above situations, the Receiving Party will remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 10.2 to treat such Confidential Information as required under this Article 10; or (e) to bona fide potential and actual investors, acquirors, merger partners, licensees, and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as as, and equivalent in scope to, those herein. (f) set forth in this Article 7 prior to any such disclosure. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 10.2(b), the foregoing subsections (c), or a) through (d), it such Party will, except where impracticable, give at least thirty (30) days’ reasonable advance notice to the other Party of such disclosure, reasonably consider the comments of the other Party with respect to limiting such disclosure, disclosure and use reasonable efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable effortsInformation. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Any information disclosed pursuant to Sections 10.2(b), (c), or (d) will remain the Confidential Information of the Disclosing Party and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Article 10.